Pooling and Servicing Agreement
Exhibit
99.1
EXECUTION
COPY
CWALT,
INC.,
Depositor
COUNTRYWIDE
HOME LOANS, INC.,
Seller
PARK
GRANADA LLC,
Seller
PARK
MONACO INC.,
Seller
PARK
SIENNA LLC,
Seller
COUNTRYWIDE
HOME LOANS SERVICING LP,
Master
Servicer
and
THE
BANK
OF NEW YORK,
Trustee
___________________________________
Dated
as
of June 1, 2007
___________________________________
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-HY6
TABLE
OF
CONTENTS
Page
|
ARTICLE
I DEFINITIONS
|
||
|
SECTION
1.01.
|
Defined
Terms.
|
11
|
|
SECTION
1.02.
|
Certain
Interpretive Provisions.
|
43
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
|
||
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans
|
45
|
|
SECTION
2.02.
|
Acceptance
by Trustee of the Mortgage Loans.
|
49
|
|
SECTION
2.03.
|
Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
|
51
|
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage Loans.
|
53
|
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with Substitutions.
|
54
|
|
SECTION
2.06.
|
Execution
and Delivery of Certificates.
|
54
|
|
SECTION
2.07.
|
REMIC
Matters.
|
55
|
|
SECTION
2.08.
|
Covenants
of the Master Servicer.
|
55
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
|
||
|
SECTION
3.01.
|
Master
Servicer to Service Mortgage Loans.
|
56
|
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of Subservicers.
|
57
|
|
SECTION
3.03.
|
Rights
of the Depositor, the NIM Insurer and the Trustee in Respect of
the Master
Servicer.
|
57
|
|
SECTION
3.04.
|
Trustee
to Act as Master Servicer.
|
58
|
|
SECTION
3.05.
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
Carryover Reserve Fund; Principal Reserve Fund and Supplemental
Interest
Trust.
|
58
|
|
SECTION
3.06.
|
Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.
|
62
|
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
63
|
|
SECTION
3.08.
|
Permitted
Withdrawals from the Certificate Account, the Distribution Account,
the
Carryover Reserve Fund; the Principal Reserve Fund and the Derivative
Account.
|
63
|
|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
66
|
|
SECTION
3.10.
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
|
67
|
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
68
|
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
72
|
i
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.
|
73
|
|
SECTION
3.14.
|
Servicing
Compensation.
|
73
|
|
SECTION
3.15.
|
Access
to Certain Documentation.
|
74
|
|
SECTION
3.16.
|
Annual
Statement as to Compliance.
|
74
|
|
SECTION
3.17.
|
Errors
and Omissions Insurance; Fidelity Bonds.
|
74
|
|
SECTION
3.18.
|
Notification
of Adjustments.
|
75
|
|
SECTION
3.19.
|
The
Derivative Agreements.
|
75
|
|
SECTION
3.20.
|
Prepayment
Charges.
|
77
|
|
ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE MASTER
SERVICER
|
||
|
SECTION
4.01.
|
Advances.
|
79
|
|
SECTION
4.02.
|
Priorities
of Distribution.
|
80
|
|
SECTION
4.03.
|
[Reserved].
|
84
|
|
SECTION
4.04.
|
[Reserved].
|
84
|
|
SECTION
4.05.
|
[Reserved].
|
84
|
|
SECTION
4.06.
|
Monthly
Statements to Certificateholders.
|
84
|
|
SECTION
4.07.
|
Determination
of Pass-Through Rates for COFI Certificates.
|
85
|
|
SECTION
4.08.
|
Determination
of Pass-Through Rates for LIBOR Certificates.
|
86
|
|
SECTION
4.09.
|
Determination
of MTA.
|
87
|
|
SECTION
4.10.
|
[Reserved].
|
88
|
|
ARTICLE
V THE CERTIFICATES
|
||
|
SECTION
5.01.
|
The
Certificates.
|
89
|
|
SECTION
5.02.
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
90
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
95
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
95
|
|
SECTION
5.05.
|
Access
to List of Certificateholders’ Names and Addresses.
|
95
|
|
SECTION
5.06.
|
Maintenance
of Office or Agency.
|
96
|
|
ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER
|
||
|
SECTION
6.01.
|
Respective
Liabilities of the Depositor and the Master Servicer.
|
97
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
97
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.
|
97
|
|
SECTION
6.04.
|
Limitation
on Resignation of Master Servicer.
|
98
|
|
ARTICLE
VII DEFAULT
|
||
|
SECTION
7.01.
|
Events
of Default.
|
99
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
101
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
102
|
ii
|
ARTICLE
VIII CONCERNING THE TRUSTEE
|
||
|
SECTION
8.01.
|
Duties
of Trustee.
|
103
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
104
|
|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
105
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
105
|
|
SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
105
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
106
|
|
SECTION
8.07.
|
Resignation
and Removal of Trustee.
|
106
|
|
SECTION
8.08.
|
Successor
Trustee.
|
107
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
108
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
108
|
|
SECTION
8.11.
|
Tax
Matters.
|
110
|
|
SECTION
8.12.
|
Monitoring
of Significance Percentage.
|
112
|
|
ARTICLE
IX TERMINATION
|
||
|
SECTION
9.01.
|
Termination
upon Liquidation or Purchase of all Mortgage Loans.
|
113
|
|
SECTION
9.02.
|
Final
Distribution on the Certificates.
|
114
|
|
SECTION
9.03.
|
Additional
Termination Requirements.
|
115
|
|
ARTICLE
X MISCELLANEOUS PROVISIONS
|
||
|
SECTION
10.01.
|
Amendment.
|
116
|
|
SECTION
10.02.
|
Recordation
of Agreement; Counterparts.
|
117
|
|
SECTION
10.03.
|
Governing
Law.
|
118
|
|
SECTION
10.04.
|
Intention
of Parties.
|
118
|
|
SECTION
10.05.
|
Notices.
|
119
|
|
SECTION
10.06.
|
Severability
of Provisions.
|
121
|
|
SECTION
10.07.
|
Assignment.
|
121
|
|
SECTION
10.08.
|
Limitation
on Rights of Certificateholders.
|
121
|
|
SECTION
10.09.
|
Inspection
and Audit Rights.
|
122
|
|
SECTION
10.10.
|
Certificates
Nonassessable and Fully Paid.
|
122
|
|
SECTION
10.11.
|
[Reserved].
|
122
|
|
SECTION
10.12.
|
Protection
of Assets.
|
122
|
|
SECTION
10.13.
|
Rights
of the NIM Insurer.
|
122
|
|
SECTION
10.14.
|
Rights
of the Counterparty.
|
123
|
|
ARTICLE
XI EXCHANGE ACT REPORTING
|
||
|
SECTION
11.01.
|
Filing
Obligations.
|
124
|
|
SECTION
11.02.
|
Form
10-D Filings.
|
124
|
|
SECTION
11.03.
|
Form
8-K Filings.
|
125
|
|
SECTION
11.04.
|
Form
10-K Filings.
|
125
|
|
SECTION
11.05.
|
Xxxxxxxx-Xxxxx
Certification.
|
126
|
|
SECTION
11.06.
|
Form
15 Filing.
|
126
|
|
SECTION
11.07.
|
Report
on Assessment of Compliance and Attestation.
|
126
|
iii
|
SECTION
11.08.
|
Use
of Subservicers and Subcontractors.
|
128
|
|
SECTION
11.09.
|
Amendments.
|
129
|
|
SECTION
11.10.
|
Reconciliation
of Accounts.
|
129
|
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
Balance Schedules [if applicable]
|
S-V-1
|
|
Schedule
VI:
|
Form
of Monthly Master Servicer Report
|
S-VI-1
|
EXHIBITS
|
Exhibit
A:
|
Form
of Senior Certificate (excluding Class A-R and Notional Amount
Certificates)
|
A-1
|
|
Exhibit
B:
|
Form
of Subordinated Certificate
|
B-1
|
|
Exhibit
C-1:
|
Form
of Class A-R Certificate
|
C-1-1
|
|
Exhibit
C-2:
|
Form
of Class P Certificate
|
C-2-1
|
|
Exhibit
C-3:
|
Form
of Class C Certificate
|
C-3-1
|
|
Exhibit
C-4:
|
[Reserved]
|
C-4-1
|
|
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)
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of Transferor Certificate (Private)
|
J-2-1
|
|
Exhibit
K:
|
Form
of Investment Letter (Non-Rule 144A)
|
K-1
|
|
Exhibit
L-1:
|
Form
of Rule 000X Xxxxxx
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of ERISA Letter (Covered Certificates)
|
L-2-1
|
|
Exhibit
M:
|
Form
of Request for Release (for Trustee)
|
M-1
|
iv
|
Exhibit
N:
|
Form
of Request for Release of Documents (Mortgage Loan) Paid in Full,
Repurchased and Replaced)
|
N-1
|
|
Exhibit
O:
|
[Reserved]
|
O-1
|
|
Exhibit
P:
|
[Reserved]
|
P-1
|
|
Exhibit
Q:
|
Standard
& Poor’s LEVELS® Version 6.0 Glossary Revised, Appendix
E
|
Q-1
|
|
Exhibit
R-1:
|
Form
of Swap Contract
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of Corridor Contract
|
R-2-1
|
|
Exhibit
S-1:
|
[Reserved]
|
S-1-1
|
|
Exhibit
S-2:
|
[Reserved]
|
S-2-1
|
|
Exhibit
T:
|
Form
of Officer’s Certificate with respect to Prepayments.
|
T-1
|
|
Exhibit
U:
|
Form
of Monthly Statement
|
U-1
|
|
Exhibit
V-1:
|
Form
of Performance Certification (Subservicer)
|
V-1-1
|
|
Exhibit
V-2:
|
Form
of Performance Certification (Trustee)
|
V-2-1
|
|
Exhibit
W:
|
Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
W-1
|
|
Exhibit
X:
|
List
of Item 1119 Parties
|
X-1
|
|
Exhibit
Y:
|
Form
of Xxxxxxxx-Xxxxx Certification (Replacement of Master
Servicer)
|
Y-1
|
v
THIS
POOLING AND SERVICING AGREEMENT, dated as of June 1, 2007, among CWALT, INC.,
a
Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS,
INC. (“Countrywide”), a New York corporation, as a seller (a “Seller”), PARK
GRANADA LLC (“Park Granada”), a Delaware limited liability company, as a seller
(a “Seller”), PARK MONACO INC. (“Park Monaco”), a Delaware corporation, as a
seller (a “Seller”), PARK SIENNA LLC (“Park Sienna”), a Delaware limited
liability company, as a seller (a “Seller”), COUNTRYWIDE HOME LOANS SERVICING
LP, a Texas limited partnership, as master servicer (the “Master Servicer”), and
THE BANK OF NEW YORK, a banking corporation organized under the laws of the
State of New York, as trustee (the “Trustee”).
WITNESSETH
THAT
In
consideration of the mutual agreements contained in this Agreement, the parties
to this Agreement agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. The Trust Fund (excluding the Carryover Reserve
Fund) for federal income tax purposes will consist of three REMICs (the “Swap-IO
REMIC,” the “ Strip REMIC” and the “Master REMIC”). Each Certificate,
other than the Class A-R Certificate, will represent ownership of one or
more
regular interests in the Master REMIC for purposes of the REMIC Provisions.
The
Class A-R Certificate will represent ownership of the sole class of residual
interest in each of the Swap-IO REMIC, the Strip REMIC and the Master
REMIC. The Master REMIC will hold as assets the several classes of
uncertificated Strip REMIC Interests (other than the STR-A-R
Interest). Each Strip REMIC Interest (other than the STR-A-R
Interest) is hereby designated as a regular interest in the Strip
REMIC. The Strip REMIC will hold as assets the several classes of
uncertificated Swap-IO REMIC Interests (other than the SWR-A-R Interest).
Each
Swap-IO REMIC Interest (other than the SWR-A-R Interest) is hereby designated
as
a regular interest in the Swap-IO REMIC. The Swap-IO REMIC will hold
as assets all property of the Trust Fund (excluding the Carryover Reserve
Fund). The latest possible maturity date of all REMIC regular
interests created in this Agreement shall be the Latest Possible Maturity
Date.
The
Supplemental Interest Trust, the Derivative Agreements and the Derivative
Account will not constitute any part of any REMIC.
SWAP-IO
REMIC:
The
Swap-IO REMIC Interests will have the principal balances and pass-through
rates
as set forth below:
|
SWAP-IO
REMIC Interests
|
Initial
Principal Balance(1)
|
Pass-Through
Rate
|
||
|
SWR-1A
|
$4,602,742.80
|
(2)
|
||
|
SWR-1B
|
$4,602,742.80
|
(3)
|
||
|
SWR-2A
|
$4,885,800.28
|
(2)
|
||
|
SWR-2B
|
$4,885,800.28
|
(3)
|
||
|
SWR-3A
|
$5,161,804.82
|
(2)
|
||
|
SWR-3B
|
$5,161,804.82
|
(3)
|
||
|
SWR-4A
|
$5,427,324.36
|
(2)
|
||
|
SWR-4B
|
$5,427,324.36
|
(3)
|
||
|
SWR-5A
|
$5,684,145.54
|
(2)
|
||
|
SWR-5B
|
$5,684,145.54
|
(3)
|
||
|
SWR-6A
|
$5,928,503.31
|
(2)
|
||
|
SWR-6B
|
$5,928,503.31
|
(3)
|
||
|
SWR-7A
|
$6,162,393.13
|
(2)
|
||
|
SWR-7B
|
$6,162,393.13
|
(3)
|
||
|
SWR-8A
|
$6,384,628.10
|
(2)
|
||
|
SWR-8B
|
$6,384,628.10
|
(3)
|
||
|
SWR-9A
|
$6,594,700.76
|
(2)
|
||
|
SWR-9B
|
$6,594,700.76
|
(3)
|
||
|
SWR-10A
|
$6,792,807.07
|
(2)
|
||
|
SWR-10B
|
$6,792,807.07
|
(3)
|
||
|
SWR-11A
|
$6,976,187.38
|
(2)
|
||
|
SWR-11B
|
$6,976,187.38
|
(3)
|
||
|
SWR-12A
|
$7,146,393.84
|
(2)
|
||
|
SWR-12B
|
$7,146,393.84
|
(3)
|
||
|
SWR-13A
|
$7,300,586.70
|
(2)
|
||
|
SWR-13B
|
$7,300,586.70
|
(3)
|
||
|
SWR-14A
|
$7,441,316.43
|
(2)
|
||
|
SWR-14B
|
$7,441,316.43
|
(3)
|
||
|
SWR-15A
|
$7,565,679.84
|
(2)
|
||
|
SWR-15B
|
$7,565,679.84
|
(3)
|
||
|
SWR-16A
|
$7,674,970.93
|
(2)
|
||
|
SWR-16B
|
$7,674,970.93
|
(3)
|
||
|
SWR-17A
|
$7,769,669.90
|
(2)
|
||
|
SWR-17B
|
$7,769,669.90
|
(3)
|
||
|
SWR-18A
|
$7,846,850.88
|
(2)
|
||
|
SWR-18B
|
$7,846,850.88
|
(3)
|
||
|
SWR-19A
|
$7,908,400.56
|
(2)
|
||
|
SWR-19B
|
$7,908,400.56
|
(3)
|
||
|
SWR-20A
|
$7,953,683.60
|
(2)
|
||
|
SWR-20B
|
$7,953,683.60
|
(3)
|
||
|
SWR-21A
|
$7,981,353.26
|
(2)
|
||
|
SWR-21B
|
$7,981,353.26
|
(3)
|
||
|
SWR-22A
|
$7,986,237.66
|
(2)
|
||
|
SWR-22B
|
$7,986,237.66
|
(3)
|
||
|
SWR-23A
|
$7,955,588.70
|
(2)
|
||
|
SWR-23B
|
$7,955,588.70
|
(3)
|
||
|
SWR-24A
|
$7,859,240.31
|
(2)
|
||
|
SWR-24B
|
$7,859,240.31
|
(3)
|
||
|
SWR-25A
|
$110,940,978.74
|
(2)
|
||
|
SWR-25B
|
$110,940,978.74
|
(3)
|
||
|
SWR-26A
|
$3,819,929.19
|
(2)
|
||
|
SWR-26B
|
$3,819,929.19
|
(3)
|
||
|
SWR-27A
|
$3,723,825.29
|
(2)
|
||
|
SWR-27B
|
$3,723,825.29
|
(3)
|
||
|
SWR-28A
|
$3,631,326.63
|
(2)
|
||
|
SWR-28B
|
$3,631,326.63
|
(3)
|
||
|
SWR-29A
|
$3,543,601.89
|
(2)
|
||
|
SWR-29B
|
$3,543,601.89
|
(3)
|
||
|
SWR-30A
|
$3,459,672.97
|
(2)
|
||
|
SWR-30B
|
$3,459,672.97
|
(3)
|
||
|
SWR-31A
|
$3,388,265.77
|
(2)
|
||
|
SWR-31B
|
$3,388,265.77
|
(3)
|
||
|
SWR-32A
|
$3,345,737.76
|
(2)
|
||
|
SWR-32B
|
$3,345,737.76
|
(3)
|
||
|
SWR-33A
|
$3,304,120.86
|
(2)
|
||
|
SWR-33B
|
$3,304,120.86
|
(3)
|
||
|
SWR-34A
|
$3,280,473.36
|
(2)
|
||
|
SWR-34B
|
$3,280,473.36
|
(3)
|
||
|
SWR-35A
|
$3,256,292.22
|
(2)
|
||
|
SWR-35B
|
$3,256,292.22
|
(3)
|
||
|
SWR-36A
|
$3,170,010.04
|
(2)
|
||
|
SWR-36B
|
$3,170,010.04
|
(3)
|
||
|
SWR-37A
|
$40,804,952.79
|
(2)
|
||
|
SWR-37B
|
$40,804,952.79
|
(3)
|
||
|
SWR-38A
|
$1,166,757.41
|
(2)
|
||
|
SWR-38B
|
$1,166,757.41
|
(3)
|
||
|
SWR-39A
|
$1,133,315.76
|
(2)
|
||
|
SWR-39B
|
$1,133,315.76
|
(3)
|
||
|
SWR-40A
|
$1,100,270.82
|
(2)
|
||
|
SWR-40B
|
$1,100,270.82
|
(3)
|
||
|
SWR-41A
|
$1,067,558.24
|
(2)
|
||
|
SWR-41B
|
$1,067,558.24
|
(3)
|
||
|
SWR-42A
|
$1,035,368.48
|
(2)
|
||
|
SWR-42B
|
$1,035,368.48
|
(3)
|
||
|
SWR-43A
|
$1,003,530.56
|
(2)
|
||
|
SWR-43B
|
$1,003,530.56
|
(3)
|
||
|
SWR-44A
|
$971,999.43
|
(2)
|
||
|
SWR-44B
|
$971,999.43
|
(3)
|
||
|
SWR-45A
|
$940,941.38
|
(2)
|
||
|
SWR-45B
|
$940,941.38
|
(3)
|
||
|
SWR-46A
|
$910,131.02
|
(2)
|
||
|
SWR-46B
|
$910,131.02
|
(3)
|
||
|
SWR-47A
|
$879,418.14
|
(2)
|
||
|
SWR-47B
|
$879,418.14
|
(3)
|
||
|
SWR-48A
|
$848,236.95
|
(2)
|
||
|
SWR-48B
|
$848,236.95
|
(3)
|
||
|
SWR-49A
|
$13,926,853.50
|
(2)
|
||
|
SWR-49B
|
$13,926,853.50
|
(3)
|
||
|
SWR-50A
|
$196,222.36
|
(2)
|
||
|
SWR-50B
|
$196,222.36
|
(3)
|
||
|
SWR-51A
|
$188,580.51
|
(2)
|
||
|
SWR-51B
|
$188,580.51
|
(3)
|
||
|
SWR-52A
|
$181,505.57
|
(2)
|
||
|
SWR-52B
|
$181,505.57
|
(3)
|
||
|
SWR-53A
|
$175,474.20
|
(2)
|
||
|
SWR-53B
|
$175,474.20
|
(3)
|
||
|
SWR-54A
|
$170,607.47
|
(2)
|
||
|
SWR-54B
|
$170,607.47
|
(3)
|
||
|
SWR-55A
|
$170,249.08
|
(2)
|
||
|
SWR-55B
|
$170,249.08
|
(3)
|
||
|
SWR-56A
|
$181,506.43
|
(2)
|
||
|
SWR-56B
|
$181,506.43
|
(3)
|
||
|
SWR-57A
|
$212,253.69
|
(2)
|
||
|
SWR-57B
|
$212,253.69
|
(3)
|
||
|
SWR-58A
|
$248,687.63
|
(2)
|
||
|
SWR-58B
|
$248,687.63
|
(3)
|
||
|
SWR-59A
|
$283,135.86
|
(2)
|
||
|
SWR-59B
|
$283,135.86
|
(3)
|
||
|
SWR-60A
|
$284,606.29
|
(2)
|
||
|
SWR-60B
|
$284,606.29
|
(3)
|
||
|
SWR-61A
|
$2,077,525.29
|
(2)
|
||
|
SWR-61B
|
$2,077,525.29
|
(3)
|
||
|
SWR-Support
|
(4)
|
(5)
|
||
|
SWR-P
|
$100.00
|
(6)
|
||
|
SW-A-R
|
(7)
|
(7)
|
_______________
|
(1)
|
Scheduled
principal, prepayments and Realized Losses will be allocated first,
to the
SWR-Support Interest and second, to the numbered classes sequentially
(from lowest to highest). Amounts so allocated to a numbered
class shall be further allocated among the “A” and “B” components of such
numbered class pro-rata until the entire class is reduced to
zero.
|
2
|
(2)
|
Prior
to the 62nd Distribution Date, a rate equal to twice the Pool Tax
Cap less
10.70% per annum but not less than 0%. On and after the 62nd
Distribution Date a rate equal to the Pool Tax Cap. The “Pool
Tax Cap” means the weighted average of the Adjusted Net Mortgage Rates of
all the Mortgage Loans.
|
|
(3)
|
Prior
to the 62nd Distribution Date, a rate equal to the lesser of (i)
10.70%
per annum and (ii) twice the Pool Tax Cap. On and after the
62nd Distribution Date, a rate equal to the Pool Tax
Cap.
|
|
(4)
|
On
the Closing Date and on each Distribution Date, following the allocation
of Principal Amounts and Realized Losses, the principal balance
in respect
of the SWR-Support Interest will equal the excess of the principal
balance
of the Mortgage Loans (as of the end of the Due Period, reduced
by
principal prepayments received after the Due Period that are to
be
distributed on the Distribution Date related to the Due Period)
over the
principal balance in respect of the remaining Swap-IO REMIC Interests
other than the SWR-P and the SWR-A-R
Interests.
|
|
(5)
|
A
rate equal to the Pool Tax Cap.
|
|
(6)
|
On
each Distribution Date the Class SWR-P Interest is entitled to
all
Prepayment Charges collected with respect to the Mortgage
Loans. It pays no
interest.
|
|
(7)
|
The
Class SW-A-R Interest is the sole class of residual interest in
the
Swap-IO REMIC. It has no principal balance and pays no
principal or interest.
|
On
each
Distribution Date, the Available Funds shall be payable with respect to the
Swap-IO REMIC Interests in the following manner:
(1) Interest. Interest
is to be distributed with respect to each Swap-IO REMIC Interest at the rate,
or
according to the formulas, described above.
(2) Principal. Principal
Distribution Amounts shall be allocated among the Swap-IO REMIC Interests
as
described above.
(3) Prepayment
Penalties. All Prepayment Charges are allocated to the SWR-P
Interest.
STRIP
REMIC:
The
Strip
REMIC Regular Interests will have the principal balances, pass-through rates
and
corresponding Classes of Certificates as set forth in the following
table:
3
|
STRIP
REMIC Interests
|
Initial
Principal Balance
|
Pass-Through
Rate
|
Corresponding
Class of Certificates
|
|||
|
STR-A-1
|
(1)
|
(2)
|
Class
X-0
|
|||
|
XXX-X-0
|
(1)
|
(2)
|
Class
X-0
|
|||
|
XXX-X-0
|
(1)
|
(2)
|
Class
X-0
|
|||
|
XXX-X-0
|
(1)
|
(2)
|
Class
X-0
|
|||
|
XXX-X-0
|
(1)
|
(2)
|
Class
A-5
|
|||
|
STR-M-1
|
(1)
|
(2)
|
Class
M-1
|
|||
|
STR-M-2
|
(1)
|
(2)
|
Class
M-2
|
|||
|
STR-M-3
|
(1)
|
(2)
|
Class
M-3
|
|||
|
STR-M-4
|
(1)
|
(2)
|
Class
M-4
|
|||
|
STR-M-5
|
(1)
|
(2)
|
Class
M-5
|
|||
|
STR-M-6
|
(1)
|
(2)
|
Class
M-6
|
|||
|
STR-M-7
|
(1)
|
(2)
|
Class
M-7
|
|||
|
STR-M-8
|
(1)
|
(2)
|
Class
M-8
|
|||
|
STR-$100
|
$100
|
(3)
|
Class
A-R
|
|||
|
STR-C-OC
|
(4)
|
(2)
|
N/A
|
|||
|
STR-C-Swap-IO
|
(5)
|
(5)
|
N/A
|
|||
|
STR-P
|
$100
|
(6)
|
Class
P
|
|||
|
STR-A-R
|
(7)
|
(7)
|
N/A
|
_______________
|
(1)
|
This
Strip REMIC Interest has a principal balance that is initially
equal to
100% of its corresponding Certificate Class issued by the Master
REMIC. Principal payments, both scheduled and prepaid, Realized
Losses and Subsequent Recoveries attributable to the SWAP-IO REMIC
Interests held by the Strip REMIC will be allocated to this class
to
maintain its size relative to its corresponding Certificate
Class.
|
|
(2)
|
On
each Distribution Date, the pass through rate will equal the “Strip REMIC
Cap.” The Strip REMIC Cap will equal the weighted average of
the pass through rates of the Swap-IO REMIC Interests (other than
the
Class SWR-P and Class SWR-A-R Interests) treating each “B” Interest the
cardinal number of which (for example, XXX-0X, XXX-0X, XXX-0X,
etc.) is
not less than the ordinal number of the Distribution Date (first
Distribution Date, second Distribution Date, third Distribution
Date,
etc., ) as capped at a rate equal to the product of (i) 2 and (ii)
LIBOR.
|
|
(3)
|
This
Strip REMIC Interest pays no
interest.
|
|
(4)
|
This
Strip REMIC Interest has a principal balance that is initially
equal to
100% of the Overcollateralized Amount. Principal payments, both
scheduled and prepaid, Realized Losses and Subsequent Recoveries
attributable to the Swap-IO REMIC Interests held by the Strip REMIC
will
be allocated to this class to maintain its size relative to the
Overcollateralized Amount.
|
4
|
(5)
|
For
each Distribution Date, the STR-C-Swap-IO Interest is entitled
to receive
from each Swap REMIC “B” Interest the cardinal number of which (for
example, XXX-0X, XXX-0X, XXX-0X, etc.) is not less than the ordinal
number
of the Distribution Date (first Distribution Date, second Distribution
Date, third Distribution Date, etc.) the interest accruing on such
interest in excess of a per annum rate equal to the product of
(i) 2 and
(ii) LIBOR.
|
|
(6)
|
The
STR-P Interest is entitled to all amounts payable with respect
to the
SWR-P Interest. It pays no
interest.
|
|
(7)
|
The
STR-A-R Interest is the sole class of residual interest in the
Strip
REMIC. It has no principal balance and pays no principal or
interest.
|
On
each
Distribution Date, the Interest Funds and the Principal Distribution Amount
payable with respect to the Swap-IO Interests shall be payable with respect
to
the Strip REMIC Interests in the following manner:
(1) Interest. Interest
is to be distributed with respect to each Strip REMIC Interest at the rate,
or
according to the formulas, described above.
(2) Principal. Principal
Distribution Amounts shall be allocated among the Strip
REMIC Interests as described above.
(3) Prepayment
Penalties. All Prepayment Charges are allocated to the STR-P
Interest.
Master
REMIC:
The
Master REMIC Certificates will have the original Class Certificate Balances
and
Pass-Through Rates as set forth in the following table:
|
Class
|
Original
Class Certificate Balance
|
Pass-Through
Rate
|
|
Class
A-1
|
$597,713,000
|
(1)
|
|
Class
A-2
|
$61,155,000
|
(1)
|
|
Class
A-3
|
$51,489,000
|
(1)
|
|
Class
A-4
|
$22,500,000
|
(1)
|
|
Class
A-5
|
$81,429,000
|
(1)
|
|
Class
M-1
|
$16,146,000
|
(1)
|
|
Class
M-2
|
$7,418,000
|
(1)
|
|
Class
M-3
|
$5,673,000
|
(1)
|
|
Class
M-4
|
$4,364,000
|
(1)
|
|
Class
M-5
|
$4,364,000
|
(1)
|
|
Class
M-6
|
$5,673,000
|
(1)
|
|
Class
M-7
|
$5,237,000
|
(1)
|
|
Class
M-8
|
$6,547,000
|
(1)
|
|
Class
C
|
(2)
|
(3)
|
|
Class
P
|
$100
|
(4)
|
|
Class
A-R
|
$100
|
(5)
|
5
_______________
|
(1)
|
The
Certificates will accrue interest at the related Pass-Through Rates
identified in this Agreement. For federal income tax purposes,
including the computation of the Class C Distributable Amount and
entitlement to Net Rate Carryover, the Pass-Through Rate in respect
of
each Senior Certificate (other than the Class A-R Certificates)
and
Subordinated Certificate will be subject to a cap equal to the
Strip REMIC
Cap rather than the Net Rate Cap.
|
|
(2)
|
For
federal income tax purposes, the Class C Certificates will be treated
as
having a Class Certificate Balance equal to the Overcollateralized
Amount.
|
|
(3)
|
For
each Accrual Period the Class C Certificates are entitled to an
amount
(the “Class C Distributable Amount”) equal to the sum of (a) the interest
payable on the STR-C-Swap-IO Interest, (b) the interest payable
on the
STR-C-OC Interest and (c) a specified portion of the interest payable
on
the Strip REMIC Regular Interests (other than the STR-$100, STR-C-Swap-IO
and STR-C-OC Interests) equal to the excess of the Pool Tax Cap
over the
weighted average interest rate of the Strip REMIC Regular Interests
(other
than the STR-$100, STR-C and STR-P Interests) with each such Class
subject
to a cap and a floor equal to the Pass-Through Rate of the Corresponding
Master REMIC Class. The Pass-Through Rate of the Class C
Certificates shall be a rate sufficient to entitle it to an amount
equal
to all interest accrued on the Mortgage Loans less the interest
accrued on
the other interests issued by the Master REMIC. The Class C
Distributable Amount for any Distribution Date is payable from
current
interest on the Mortgage Loans and any Overcollateralization Reduction
Amount for that Distribution Date.
|
|
(4)
|
For
each Distribution Date the Class P Certificates are entitled to
all
Prepayment Charges distributed with respect to the STR-P
Interest.
|
|
(5)
|
The
Class A-R Certificates represent the sole class of residual interest
in
each REMIC created hereunder. The Class A-R Certificates are
not entitled to distributions of
interest.
|
The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage
Loans to flow through to the Master REMIC as cash flow on REMIC regular
interests, without creating any shortfall—actual or potential (other than for
credit losses)— to any REMIC regular interest. It is not intended that the Class
A-R Certificates be entitled to any cash flows pursuant to this Agreement
except
as provided in Section 4.02(b) hereunder.
6
Set
forth
below are designations of Classes or Components of Certificates and other
defined terms to the categories used in this Agreement:
Accretion
Directed Certificates.
None.
Accretion
Directed Components.
None.
Accrual
Certificates.
None.
Accrual
Components.
None.
Book-Entry
Certificates.
All
Classes of Certificates other than the Physical Certificates.
COFI
Certificates.
None.
Component
Certificates.
None.
Components.
None.
Delay
Certificates.
All
interest-bearing Classes of Certificates other than the Non-Delay Certificates,
if any.
ERISA-Restricted
Certificates.
The
Residual Certificates and the Private Certificates; and any Certificate of
a
Class that does not or no longer has a rating of BBB- or its equivalent,
or
better from at least one Rating Agency.
Floating
Rate Certificates.
The
LIBOR
Certificates.
Inverse
Floating Rate Certificates.
None.
LIBOR
Certificates.
The
Senior LIBOR Certificates and the Subordinated Certificates.
MTA
Certificates.
None.
Non-Delay
Certificates.
The
LIBOR
Certificates.
Notional
Amount Certificates.
None.
Offered
Certificates.
All
Classes of Certificates other than the Private Certificates.
7
Physical
Certificates.
The
Private Certificates and the Residual Certificates.
Planned
Principal Classes
None.
Planned
Principal Components
None.
Principal
Only Certificates.
None.
Private
Certificates.
The
Class
C and Class P Certificates.
Rating
Agencies.
S&P,
Xxxxx’x and Fitch.
Regular
Certificates.
All
Classes of Certificates, other than the Residual Certificates.
Residual
Certificates.
The
Class
A-R Certificates.
Scheduled
Principal Classes.
None.
Senior
Certificates.
The
Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-R
Certificates.
Senior
LIBOR Certificates.
The
Class
A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates.
Subordinated
Certificates.
The
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and
Class
M-8 Certificates.
Targeted
Principal Classes.
None.
Underwriter.
Banc
of
America Securities LLC.
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.
8
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, the Carryover
Reserve Fund, the Derivative Account or any other account related to the
Trust
Fund or the Mortgage Loans.
Accretion
Directed Classes: As specified in the Preliminary
Statement.
Accrual
Period: With respect to any Distribution Date and each Class of
Non-Delay Certificates, the period commencing on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) and ending on the day immediately preceding such Distribution
Date. With respect to any Distribution Date and each Class of Delay
Certificates and the Class C Certificates, the calendar month preceding the
month in which such Distribution Date occurs.
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 Expense Fee
Rate.
Adjusted
Replacement Upfront Amount: As defined in Section
3.19.
Adjustment
Date: A date specified in each Mortgage Note as a date on which
the Mortgage Rate on the related Mortgage Loan will be adjusted.
Advance: The
payment required to be made by the Master Servicer with respect to any
Distribution Date pursuant to Section 4.01, the amount of any such payment
being
equal to the aggregate of payments of principal and interest (net of the
Master
Servicing Fee) on the Mortgage Loans that were due on the related Due Date
and
not received by the Master Servicer as of the close of business on the related
Determination Date, together with an amount equivalent to interest on each
Mortgage Loan as to which the related Mortgaged Property is an REO Property,
net
of any net income from such REO Property, less the aggregate amount of any
such
delinquent payments that the Master Servicer has determined would constitute
a
Nonrecoverable Advance if advanced.
Agreement: This
Pooling and Servicing Agreement and all amendments or supplements this Pooling
and Servicing Agreement.
Amount
Held for Future Distribution: As to any Distribution Date, the
aggregate amount held in the Certificate Account at the close of business
on the
related Determination Date on account of (i) Principal Prepayments received
after the related Prepayment Period and Liquidation Proceeds and Subsequent
Recoveries received in the month of such Distribution Date and (ii) all
Scheduled Payments due after the related Due Date.
9
Applied
Realized Loss Amount: With respect to any Distribution Date and
the Offered Certificates, the sum of the Realized Losses which are to be
applied
in reduction of the Class Certificate Balance of any such Class of Certificates
pursuant to this Agreement, which shall equal the amount, if any, by which
the
aggregate Class Certificate Balance of the Offered Certificates (after all
distributions of principal on such Distribution Date) exceeds the aggregate
Stated Principal Balance of the Mortgage Loans as of the Due Date in the
month
in which such Distribution Date occurs (after giving effect to Principal
Prepayments received in the related Prepayment Period).
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value of
the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sale price of the Mortgaged Property at
the
time of the origination of such Mortgage Loan; (ii) with respect to a
Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
Loan,
the value of the Mortgaged Property based upon the appraisal made-at the
time of
the origination of such Refinancing Mortgage Loan; and (iii) with respect
to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with
respect to the Original Mortgage Loan at the time of the origination thereof
was
80% or less and the loan amount of the new mortgage loan is $650,000 or less,
the value of the Mortgaged Property based upon the appraisal made at the
time of
the origination of the Original Mortgage Loan and (b) if the loan-to-value
ratio
with respect to the Original Mortgage Loan at the time of the origination
thereof was greater than 80% or the loan amount of the new mortgage loan
being
originated is greater than $650,000, the value of the Mortgaged Property
based
upon the appraisal (which may be a drive-by appraisal) made at the time of
the
origination of such Streamlined Documentation Mortgage Loan.
Available
Funds: As to any Distribution Date, the sum of (a) the aggregate
amount held in the Certificate Account at the close of business on the related
Determination Date, including any Subsequent Recoveries, net of the Amount
Held
for Future Distribution and net of Prepayment Charges and amounts permitted
to
be withdrawn from the Certificate Account pursuant to clauses (i) - (viii)
of
Section 3.08(a) and amounts permitted to be withdrawn from the Distribution
Account pursuant to clauses (i) - (iii) of Section 3.08(b), (b) the amount
of
the Advance and (c) in connection with Defective Mortgage Loans, as applicable,
the aggregate of the Purchase Prices and Substitution Adjustment Amounts
deposited on the related Distribution Account Deposit Date. The
Holders of the Class P Certificates will be entitled to all Prepayment Charges
received on the Mortgage Loans and such amounts will not be available for
distribution to the Holders of any other Class of Certificates.
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Benefit
Plan Opinion: As defined in Section 5.02(b).
Book-Entry
Certificates: As specified in the Preliminary
Statement.
10
Business
Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the City of New York, New York, or the States
of California or Texas or the city in which the Corporate Trust Office of
the
Trustee is located are authorized or obligated by law or executive order
to be
closed.
Capitalized
Interest Account: Not applicable.
Carryover
Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 3.05(g) in the name of the
Trustee
for the benefit of the Holders of the LIBOR Certificates and designated “The
Bank of New York in trust for registered holders of CWALT, Inc., Alternative
Loan Trust 2007-HY6, Mortgage Pass-Through Certificates, Series
2007-HY6.” Funds in the Carryover Reserve Fund shall be held in trust
for the Holders of the LIBOR Certificates for the uses and purposes set forth
in
this Agreement.
Certificate: Any
one of the Certificates executed by the Trustee in substantially the forms
attached this Agreement as exhibits.
Certificate
Account: The separate Eligible Account or Accounts created and
maintained by the Master Servicer pursuant to Section 3.05 with a depository
institution, initially Countrywide Bank, FSB, in the name of the Master Servicer
for the benefit of the Trustee on behalf of Certificateholders and designated
“Countrywide Home Loans Servicing LP in trust for the registered holders of
Alternative Loan Trust 2007-HY6, Mortgage Pass-Through Certificates Series
2007-HY6.”
Certificate
Balance: With respect to any Certificate (other than the Class C
Certificates) at any date, the maximum dollar amount of principal to which
the
Holder thereof is then entitled under this Agreement, such amount being equal
to
the Denomination of that Certificate (A) plus any increase to the Certificate
Balance of such Certificate pursuant to Section 4.02 due to the receipt of
Subsequent Recoveries and (B) minus the sum of (i) all distributions of
principal previously made with respect to that Certificate and (ii) any Applied
Realized Loss Amounts allocated to such Certificate on previous Distribution
Dates pursuant to Section 4.02 without duplication.
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.
11
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
C Distributable Amount: As defined in the Preliminary
Statement.
Class
Certificate Balance: With respect to any Class of Certificates
(other than the Class C Certificates) and as to any date of determination,
the
aggregate of the Certificate Balances of all Certificates of such Class as
of
such date. The Class C Certificates do not have a Class Certificate
Balance.
Class
P Certificate: Any Certificate designated as a “Class P
Certificate” on the face thereof, in the form of Exhibit C-2 hereto,
representing the right to distributions as set forth herein.
Class
P Principal Distribution Date: The first Distribution Date that
occurs after the end of the latest Prepayment Charge Period for the Mortgage
Loans that have a Prepayment Charge.
Closing
Date: June 29, 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, an amount equal to the
product of 50% and the aggregate Master Servicing Fee payable to the Master
Servicer for that Distribution Date.
Component: As
specified in the Preliminary Statement.
Component
Balance: Not applicable.
Component
Certificates: As specified in the Preliminary
Statement.
12
Component
Notional Amount: Not applicable.
Confirmation: With
respect to the Swap Contract, the confirmation (reference # D16331647) with
a
trade date of June 25, 2007, evidencing a transaction between the Counterparty
and the Supplemental Interest Trustee. With respect to the Corridor
Contract, the confirmation (reference # IRG16331656.2A/2B) with a trade date
of
June 25, 2007, evidencing a transaction between the Counterparty and the
Supplemental Interest Trustee.
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 000 Xxxxxxx Xxxxxx, 0X, Xxx Xxxx,
Xxx
Xxxx 00000 (Attn: Mortgage-Backed Securities Group, CWALT, Inc.
Series 2007-HY6), facsimile no. (000) 000-0000, and which is the address
to
which notices to and correspondence with the Trustee should be
directed.
Corridor
Contract: The transaction evidenced by the Confirmation and
subject to the ISDA Master Agreement, a form of which is attached hereto
as
Exhibit R-2.
Corridor
Contract Termination Date: June 25, 2017.
Corridor
Termination Payment: The payment payable by the Counterparty
under the ISDA Master Agreement due to an early termination of the Corridor
Contract.
Counterparty: The
Royal Bank of Scotland plc and its successors.
Counterparty
Trigger Event: Either (i) an “Event of Default” under the ISDA
Master Agreement with respect to which the Counterparty is the sole “Defaulting
Party” (as defined in the ISDA Master Agreement) or (ii) a “Termination Event”
(other than an Illegality or a Tax Event (as such terms are defined in the
ISDA
Master Agreement)) or “Additional Termination Event” under the ISDA Master
Agreement with respect to which the Counterparty is the sole “Affected Party”
(as defined in the ISDA Master Agreement).
13
Countrywide: Countrywide
Home Loans, Inc., a New York corporation and its successors and assigns,
in its
capacity as the seller of the Countrywide Mortgage Loans to the
Depositor.
Countrywide
Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Countrywide is the applicable
Seller.
Countrywide
Servicing: Countrywide Home Loans Servicing LP, a Texas limited partnership
and its successors and assigns.
Covered
Certificates: The LIBOR Certificates.
Cumulative
Loss Trigger Event: With respect to a Distribution Date on or after the
Stepdown Date, the aggregate amount of Realized Losses on the Mortgage Loans
from (and including) the Cut-off Date to (and including) the related Due
Date
(reduced by the aggregate amount of Subsequent Recoveries received from the
Cut-off Date through the Prepayment Period related to that Due Date) exceeds
the
applicable percentage, for such Distribution Date, of the Cut-off Date Pool
Principal Balance, as set forth below:
|
Distribution
Date
|
Percentage
|
|
July
2009 – June 2010
|
0.25%
with respect to July 2009, plus an additional 1/12th of
0.35% for each month thereafter through June 2010
|
|
July
2010 – June 2011
|
0.60%
with respect to July 2010, plus an additional 1/12th of
0.40% for each month thereafter through June 2011
|
|
July
2011 – June 2012
|
1.00%
with respect to July 2011, plus an additional 1/12th of
0.45% for each month thereafter through June 2012
|
|
July
2012 – June 2013
|
1.45%
with respect to July 2012, plus an additional 1/12th of
0.25% for each month thereafter through June 2013
|
|
July
2013 and thereafter
|
1.70%
|
Current
Interest: With respect to each Class of LIBOR Certificates and
each Distribution Date, the interest accrued at the applicable Pass-Through
Rate
for the applicable Accrual Period on the Class Certificate Balance of such
Class
immediately prior to such Distribution Date. All calculations of
interest on the Non-Delay Certificates will be made on the basis of the actual
number of days elapsed in the related Accrual Period and on a 360-day
year. All calculations of interest on the Delay Certificates and the
Class C Certificates will be made on the basis of a 360-day year consisting
of
twelve 30-day months.
14
Cut-off
Date: As to any Mortgage Loan, the later of the date of
origination of that Mortgage Loan and June 1, 2007.
Cut-off
Date Pool Principal
Balance: $872,761,212.86.
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 the Trustee on the
Closing Date. With respect to up to 50% of the Mortgage Loans, 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).
Delinquency
Trigger Event: With respect to a Distribution Date on or after the Stepdown
Date, the Rolling Sixty-Day Delinquency Rate for the outstanding Mortgage
Loans
equals or exceeds the product of (i) 40.00% and (ii) the Senior Enhancement
Percentage for such Distribution Date.
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.
15
Derivative
Account: The separate Eligible Account created and initially
maintained by the Supplemental Interest Trustee pursuant to Section
3.05(h).
Derivative
Agreement: Each of the Swap Contract and the Corridor
Contract.
Derivative
Agreements: Collectively, the Swap Contract and the Corridor
Contract.
Depositor: CWALT,
Inc., a Delaware corporation, or its successor in interest.
Depository: The
initial Depository shall be The Depository Trust Company, the nominee of
which
is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination
Date: As to any Distribution Date, the 22nd day
of each month
or, if such 22nd day is
not a
Business Day, the next preceding Business Day; provided, however, that if
such
22nd day or
such Business Day, whichever is applicable, is less than two Business Days
prior
to the related Distribution Date, the Determination Date shall be the first
Business Day 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 Alternative Loan 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 25th day
of each
calendar month after the initial issuance of the Certificates, or if such
25th day is
not
a Business Day, the next succeeding Business Day, commencing in July
2007.
Due
Date: With respect to a Mortgage Loan, the date on which
Scheduled Payments are due on that Mortgage Loan. With respect to any
Distribution Date, the related Due Date is the first day of the calendar
month
in which that Distribution Date occurs.
Due
Period: Not applicable.
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
16
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 Xxxxx’x or Fitch and (b) (1)
if such Eligible Account is not the Pre-Funding Account or the Capitalized
Interest Account, 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+”) and (2) if such Eligible Account is the Pre-Funding
Account or the Capitalized Interest Account, the 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 “A+”) (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)(1) 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. 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)(2) 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 60 calendar days.
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 the Underwriter’s
Exemption.
ERISA-Restricted
Certificate: As specified in the Preliminary
Statement.
Escrow
Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a).
Event
of Default: As defined in Section 7.01.
Excess
Cashflow: With respect to any Distribution Date, the sum of (i)
the amount remaining as set forth in Section 4.02(a)(4), (ii) the amount
remaining as set forth in Section 4.02(b)(A)(4) or 4.02(b)(B)(3), as applicable,
in each case for such Distribution Date and (iii) the Overcollateralization
Reduction Amount for that Distribution Date, if any.
17
Excess
Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of the Overcollateralized Amount for the Distribution
Date over the Overcollateralization Target Amount for the Distribution
Date.
Excess
Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds received with
respect to such Mortgage Loan during the calendar month in which such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously reimbursed
to
the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the Due Date in the month in which
such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest
at
the Mortgage Rate from the Due Date as to which interest was last paid or
advanced (and not reimbursed) to Certificateholders up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust Fund under
the
Exchange Act.
Expense
Fee: As to each Mortgage Loan and any Distribution Date, the
product of the related Expense Fee Rate and its Stated Principal Balance as of
that Distribution Date.
Expense
Fee Rate: As to each Mortgage Loan and any date of determination,
the sum of (a) the related Master Servicing Fee Rate and (b) the Trustee
Fee
Rate.
Extra
Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (1) the Overcollateralization Deficiency Amount and (2)
the
Excess Cashflow available for payment pursuant to Section 4.02(c).
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) of this
Agreement.
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., Xxx
Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential
Mortgage Surveillance Group, or such other address as Fitch may hereafter
furnish to the Depositor and the Master Servicer.
18
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: The percentage set forth in the related Mortgage Note for
the Mortgage Loans to be added to the Mortgage Index for use in determining
the
Mortgage Rate on each Adjustment Date, and which is set forth in the Mortgage
Loan Schedule.
Index: With
respect to any Accrual Period for the COFI Certificates, if any, the
then-applicable index used by the Trustee pursuant to Section 4.07 to determine
the applicable Pass-Through Rate for such Accrual Period for the COFI
Certificates.
Indirect
Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Initial
Certification: As defined in Section 2.02(a).
Initial
Component Balance: As specified in the Preliminary
Statement.
Initial
LIBOR Rate: 5.320%.
Initial
Periodic Rate Cap: As to each Mortgage Loan and the related
Mortgage Note, the provision therein that limits permissible increases and
decreases in the Mortgage Rate on the first Adjustment Date for that Mortgage
Loan to not more than the amount set forth therein.
Insurance
Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy, including all riders and endorsements thereto
in
effect, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest
Carry Forward Amount: With respect to each Class of LIBOR
Certificates and each Distribution Date, the excess of (i) the Current Interest
for such Class with respect to prior Distribution Dates over (ii) the amount
actually distributed to such Class with respect to interest on such prior
Distribution Dates.
19
Interest
Determination Date: With respect to (a) any Accrual Period for
any LIBOR Certificates and (b) any Accrual Period for the COFI Certificates
for
which the applicable Index is LIBOR, the second Business Day prior to the
first
day of such Accrual Period. With respect to the MTA Certificates, the
15th day prior
to the commencement of each Accrual Period or, if such 15th day is
not a
Business Day, the next preceding Business Day.
Interest
Funds: With respect to any Distribution Date, the excess of the
Interest Remittance Amount over the Trustee Fee for such Distribution
Date.
Interest
Remittance Amount: With respect to any Distribution Date, (x) the
sum, without duplication, of (i) all scheduled interest on the Mortgage Loans
due on the related Due Date and received on or prior to the related
Determination Date, less the related Master Servicing Fees and any payments
made
in respect of premiums on Lender PMI Mortgage Loans, (ii) all interest on
Principal Prepayments on the Mortgage Loans, other than Prepayment Interest
Excess, (iii) all Advances relating to interest with respect to the Mortgage
Loans, (iv) the lesser of the aggregate Prepayment Interest Shortfall and
the
Compensating Interest and (v) Liquidation Proceeds during the related Prepayment
Period (to the extent such Liquidation Proceeds relate to interest), less
(y)
all reimbursements to the Master Servicer since the immediately preceding
Due
Date for Advances of interest previously made.
Investment
Letter: As defined in Section 5.02(b).
ISDA
Master Agreement: The 1992 ISDA Master Agreement (Multicurrency –
Cross Border), including the Schedule and Credit Support Annex thereto,
dated
June 29, 2007, between the Counterparty and the Supplemental Interest
Trustee.
Item
1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement, the Counterparty and any other material transaction party, as
identified in Exhibit X hereto, as updated pursuant to Section
11.04.
Latest
Possible Maturity Date: The Distribution Date following the third
anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.
Lender
PMI Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the Mortgagor) acquires the Primary Insurance Policy and charges
the related Mortgagor an interest premium.
LIBOR: The
London interbank offered rate for one-month United States dollar deposits
calculated in the manner described in Section 4.08.
LIBOR
Certificates: As specified in the Preliminary
Statement.
Limited
Exchange Act Reporting Obligations: The obligations of the Master
Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
to
notice and information to be provided to the Depositor and Article XI (except
Section 11.07(a)(1) and (2)).
20
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-to-Value
Ratio: With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of
which
is the principal balance of the related Mortgage Loan at that date of
determination and the denominator of which is the Appraised Value of the
related
Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Maintenance:
With respect to any Cooperative Unit, the rent paid by the Mortgagor to the
Cooperative Corporation pursuant to the Proprietary Lease.
Majority
in Interest: As to any Class of Regular Certificates, the Holders
of Certificates of such Class evidencing, in the aggregate, at least 51%
of the
Percentage Interests evidenced by all Certificates of such Class.
Master
REMIC: As described in the Preliminary Statement.
Master
Servicer: Countrywide Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as master servicer
hereunder.
Master
Servicer Advance Date: As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Master
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount payable out of each full payment of interest received on
such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
Due
Date in the month preceding the month of such Distribution Date, subject
to
reduction as provided in Section 3.14.
Master
Servicing Fee Rate: With respect to each Mortgage Loan, 0.200%
per annum prior to and including the initial Adjustment Date for such Mortgage
Loan and 0.375% per annum thereafter.
Maximum
Mortgage Rate: With respect to each Mortgage Loan, the maximum
rate of interest set forth as such in the related Mortgage Note.
21
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 minimum
rate of interest set forth as such in the related Mortgage Note, which, with
respect to certain Mortgage Loans is equal to the related Gross
Margin.
MOM
Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.06.
Moody’s: Xxxxx’x
Investors Service, Inc., or any successor thereto. If Xxxxx’x 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 Xxxxx’x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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:
(i) the
loan number;
(ii) [Reserved];
22
(iii) the
Mortgagor’s name and the street address of the Mortgaged Property, including the
zip code;
(iv) the
maturity date;
(v) the
original principal balance;
(vi) the
Cut-off Date Principal Balance;
(vii) the
first payment date of the Mortgage Loan;
(viii) the
Scheduled Payment in effect as of the Cut-off Date;
(ix) the
Loan-to-Value Ratio at origination;
(x) a
code indicating whether the residential dwelling at the time of origination
was
represented to be owner-occupied;
(xi) a
code indicating whether the residential dwelling is either (a) a
detached or attached single family dwelling, (b) a dwelling in a
de minimis PUD, (c) a condominium unit or PUD (other than a de minimis PUD)
or (d) a two- to four-unit residential property or (e) a Cooperative
Unit;
(xii) the
Mortgage Rate as of the Cut-off Date;
(xiii) the
initial Payment Adjustment Date for each Mortgage Loan;
(xiv) a
code indicating whether the Mortgage Loan is a Lender PMI Mortgage Loan and,
in
the case of any Lender PMI Mortgage Loan, a percentage representing the amount
of the related interest premium charged to the borrower;
(xv) the
purpose for the Mortgage Loan;
(xvi) the
type of documentation program pursuant to which the Mortgage Loan was
originated;
(xvii) a
code indicating whether the Mortgage Loan is a Countrywide Mortgage Loan,
a Park
Granada Mortgage Loan, a Park Monaco Mortgage Loan or a Park Sienna Mortgage
Loan;
(xviii) the
direct servicer of such Mortgage Loan as of the Cut-off Date;
(xix) a
code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
(xx) with
respect to each Mortgage Loan, the Gross Margin, the Mortgage Index, the
Maximum
Mortgage Rate and the Minimum Mortgage Rate;
(xxi) the
initial Adjustment Date;
(xxii) a
code indicating the type of Prepayment Charge;
23
(xxiii) the
state of origination of the related Mortgage Loan; and
(xxiv) the
term of the related Prepayment Charge.
The
Mortgage Loan Schedule shall be amended from time to time by the Master Servicer
in accordance with the provisions of this Agreement and a copy of each amendment
to the Mortgage Loan Schedule related to clauses (xxii), (xxiii) and (xxiv)
thereof shall be furnished by the Master Servicer to the Class P and Class
C
Certificateholders and the NIM Insurer.
Mortgage
Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions of this
Agreement and that are held as a part of the Trust Fund (including any REO
Property), the mortgage loans so held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage
Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time, net of any interest premium charged by the mortgagee to obtain
or
maintain any Primary Insurance Policy.
Mortgaged
Property: The underlying property securing a Mortgage Loan,
which, with respect to a Cooperative Loan, is the related Coop Shares and
Proprietary Lease.
Mortgagor: The
obligor(s) on a Mortgage Note.
MTA: The
twelve-month average monthly yield on U.S. Treasury Securities adjusted to
a
constant maturity of one-year, as published by the Federal Reserve Board
in the
Federal Reserve Statistical Release “Selected Interest Rates
(H.15)”.
MTA
Certificates: As specified in the Preliminary
Statement.
National
Cost of Funds Index: The National Monthly Median Cost of Funds
Ratio to SAIF-Insured Institutions published by the Office of Thrift
Supervision.
Net
Prepayment Interest Shortfalls: As to any Distribution Date, the excess of
the aggregate Prepayment Interest Shortfalls for such Distribution Date over
the
Compensating Interest for such Distribution Date.
Net
Rate Cap: For any Class of LIBOR Certificates and each
Distribution Date, a per annum rate equal to the product of (A) the excess,
if
any, of, (i) the Weighted Average Adjusted Net Mortgage Rate for that
Distribution Date over (ii) a fraction, expressed as a percentage, (1) the
numerator of which is the product of (a) the sum of (x) the Net Swap Payment
payable to the Counterparty under the Swap Contract on such Distribution
Date
and (y) any Swap Termination Payment payable to the Counterparty under the
Swap
Contract on such Distribution Date (other than a Swap Termination Payment
due to
a Counterparty Trigger Event) and (b) 12 and (2) the denominator of which
is the
aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date
occurring in the month preceding the month of that Distribution Date (after
giving effect to Principal Prepayments received in the Prepayment Period
related
to that prior Due Date)and (B) a fraction, the numerator of which is 30 and
the
denominator of which is the actual number of days in the related Accrual
Period.
24
Net
Rate Carryover: For any Class of LIBOR Certificates and any
Distribution Date, the excess of (i) the amount of interest that such Class
would have accrued for such Distribution Date had the Pass-Through Rate for
that
Class and the related Accrual Period not been calculated based on the Net
Rate
Cap, over (ii) the amount of interest such Class accrued for such Distribution
Date based on the Net Rate Cap, plus the unpaid portion of any such excess
from
prior Distribution Dates (and interest accrued thereon at the then applicable
Pass-Through Rate, without giving effect to the Net Rate Cap).
Net
Swap Payment: With respect to the Swap Contract, any Distribution
Date and payment by the Supplemental Interest Trustee to the Counterparty,
the
excess, if any, of the “Fixed Amount” (as defined in the Swap Contract) with
respect to such Distribution Date over the “Floating Amount” (as defined in the
Swap Contract) with respect to such Distribution Date. With respect
to the Swap Contract, any Distribution Date and payment by the Counterparty
to
the Supplemental Interest Trustee, the excess, if any, of the “Floating Amount”
(as defined in the Swap Contract) with respect to such Distribution Date
over
the “Fixed Amount” (as defined in the Swap Contract) with respect to such
Distribution Date.
NIM
Insurer: Any insurer guarantying at the request of Countrywide certain
payments under notes backed or secured by the Class C or Class P
Certificates.
Non-Delay
Certificates: As specified in the Preliminary
Statement.
Nonrecoverable
Advance: Any portion of an Advance previously made or proposed to
be made by the Master Servicer that, in the good faith judgment of the Master
Servicer, will not be ultimately recoverable by the Master Servicer from
the
related Mortgagor, related Liquidation Proceeds or otherwise.
Notice
of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the
Certificates shall be made only upon presentation and surrender
thereof.
Notional
Amount: Not applicable.
Notional
Amount Certificates: As specified in the Preliminary
Statement.
OC
Floor: An amount equal to 0.35% of the Cut-off Date Pool
Principal Balance.
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.
25
Opinion
of Counsel: A written opinion of counsel, who may be counsel for
a Seller, the Depositor or the Master Servicer, including, in-house counsel,
reasonably acceptable to the Trustee; provided, however, that with respect
to
the interpretation or application of the REMIC Provisions, such counsel must
(i)
in fact be independent of a Seller, the Depositor and the Master Servicer,
(ii)
not have any direct financial interest in a Seller, the Depositor or the
Master
Servicer or in any affiliate thereof, and (iii) not be connected with a Seller,
the Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
Optional
Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less than or
equal
to 10% of the Cut-off Date Pool Principal Balance.
Original
Mortgage Loan: The mortgage loan refinanced in connection with
the origination of a Refinancing Mortgage Loan.
OTS: The
Office of Thrift Supervision.
Outside
Reference Date: As to any Accrual Period for the COFI
Certificates, the close of business on the tenth day thereof.
Outstanding: With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(ii) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated
Principal Balance greater than zero, which was not the subject of a Principal
Prepayment in Full prior to the end of the related Prepayment Period and
which
did not become a Liquidated Mortgage Loan prior to the end of the related
Prepayment Period.
Overcollateralization
Deficiency Amount: With respect to any Distribution Date, the
amount, if any, by which the Overcollateralization Target Amount exceeds
the
Overcollateralized Amount on such Distribution Date (after giving effect
to
distributions in respect of the Principal Remittance Amount on such Distribution
Date).
26
Overcollateralization
Reduction Amount: With respect to any Distribution Date, the
lesser of (i) the Excess Overcollateralization Amount for such Distribution
Date
and (ii) the Principal Remittance Amount for such Distribution
Date.
Overcollateralization
Target Amount: With respect to any Distribution Date, an amount
equal to the OC Floor.
Overcollateralized
Amount: For any Distribution Date, the amount, if any, by which
(x) the aggregate Stated Principal Balance of the Mortgage Loans as of the
Due
Date in the month of that Distribution Date (after giving effect to Principal
Prepayments received in the related Prepayment Period) exceeds (y) the aggregate
Class Certificate Balance of the Offered Certificates as of such Distribution
Date (after giving effect to distributions of the Principal Remittance Amount
to
be made on such Distribution Date).
Ownership
Interest: As to any Residual Certificate, any ownership interest
in such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal
or
beneficial.
Park
Granada: Park Granada LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Granada Mortgage Loans to the Depositor.
Park
Granada Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Granada is the applicable
Seller.
Park
Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns, in its capacity as the seller of the Park Monaco
Mortgage Loans to the Depositor.
Park
Monaco Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Monaco is the applicable
Seller.
Park
Sienna: Park Sienna LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Sienna
Mortgage Loans to the Depositor.
Park
Sienna Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Sienna is the applicable
Seller.
Pass-Through
Margin: With respect to the Accrual Period for any Distribution
Date and Class of LIBOR Certificates, the per annum rate indicated in the
following table:
|
Class
of Certificates
|
Pass-Through
Margin
|
|||||||
| (1 | ) | (2 | ) | |||||
|
Class
A-1
|
0.210 | % | 0.420 | % | ||||
|
Class
A-2
|
0.110 | % | 0.220 | % | ||||
|
Class
A-3
|
0.220 | % | 0.440 | % | ||||
|
Class
A-4
|
0.280 | % | 0.560 | % | ||||
|
Class
A-5
|
0.280 | % | 0.560 | % | ||||
|
Class
M-1
|
0.350 | % | 0.525 | % | ||||
|
Class
M-2
|
0.400 | % | 0.600 | % | ||||
|
Class
M-3
|
0.550 | % | 0.825 | % | ||||
|
Class
M-4
|
0.850 | % | 1.275 | % | ||||
|
Class
M-5
|
1.000 | % | 1.500 | % | ||||
|
Class
M-6
|
1.250 | % | 1.875 | % | ||||
|
Class
M-7
|
1.250 | % | 1.875 | % | ||||
|
Class
M-8
|
1.250 | % | 1.875 | % | ||||
27
|
|
(1)
|
For
the Accrual Period related to any Distribution Date occurring on
or prior
to the Optional Termination Date.
|
|
|
(2)
|
For
the Accrual Period related to any Distribution Date occurring after
the
Optional Termination Date.
|
Pass-Through
Rate: With respect to any Accrual Period and each Class of LIBOR
Certificates, the lesser of (x) LIBOR for such Accrual Period plus the
Pass-Through Margin for such Class and Accrual Period and (y) the Net Rate
Cap
for such Distribution Date.
The
Class
A-R Certificates do not have a Pass-Through Rate.
Payment
Adjustment Date: For each Mortgage Loan, the date specified in
the related Mortgage Note as the annual date on which the related Scheduled
Payment will be adjusted.
Percentage
Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to
the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same
Class. With respect to the Class C, Class P and Class A-R
Certificates, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate.
Performance
Certification: As defined in Section 11.05.
Permitted
Investments: At any time, any one or more of the following
obligations and securities, 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 Xxxxx’x 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;
28
(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,
and
reasonably acceptable to the NIM Insurer, as evidenced by a signed writing
delivered by the NIM Insurer;
provided,
that no such instrument shall be a Permitted Investment if such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument.
Permitted
Transferee: Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality
of any
of the foregoing, (ii) a foreign government, International Organization or
any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the
tax
imposed by Section 511 of the Code on unrelated business taxable income)
on any
excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) an “electing large
partnership” as defined in Section 775 of the Code, (vi) a Person that is not a
citizen or resident of the United States, a corporation, partnership, or
other
entity created or organized in or under the laws of the United States, any
state
thereof or the District of Columbia, or an estate or trust whose income from
sources without the United States is includible in gross income for United
States federal income tax purposes regardless of its connection with the
conduct
of a trade or business within the United States or a trust if a court within
the
United States is able to exercise primary supervision over the administration
of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service
Form
W-8ECI or any applicable successor form, and (vii) any other Person so
designated by the Depositor based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Residual Certificate to such Person may cause
any
REMIC created under this Agreement to fail to qualify as a REMIC at any time
that the Certificates are outstanding. The terms “United States,”
“State” and “International Organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State
or
political subdivision thereof for these purposes if all of its activities
are
subject to tax and, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.
29
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.
Plan: An
“employee benefit plan” as defined in section 3(3) of ERISA that is subject to
Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
subject to section 4975 of the Code, or any Person investing on behalf of
or
with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of
such an employee benefit plan or plan.
Pool
Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Outstanding Mortgage Loans.
Pool
Tax Cap: As defined in the Preliminary Statement.
Pre-Funding
Account: Not applicable.
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of
such
Mortgage Loan within the related Prepayment Charge Period in accordance with
the
terms thereof.
Prepayment
Charge Amount: As to any Distribution Date, the sum of the
Prepayment Charges collected on the Mortgage Loans during the related Prepayment
Period and any amounts paid pursuant to Section 3.20 with respect to such
Distribution Date.
Prepayment
Charge Period: With respect to any Mortgage Loan, the period of
time during which a Prepayment Charge may be imposed.
Prepayment
Interest Excess: As to any Principal Prepayment received by the
Master Servicer from the first day through the fifteenth day of any calendar
month (other than the calendar month in which the Cut-off Date occurs), all
amounts paid by the related Mortgagor in respect of interest on such Principal
Prepayment. All Prepayment Interest Excess shall be paid to the
Master Servicer as additional master servicing compensation.
30
Prepayment
Interest Shortfall: As to any Distribution Date, Mortgage Loan
and Principal Prepayment received on or after the sixteenth day of the month
preceding the month of such Distribution Date (or, in the case of the first
Distribution Date, on or after June 1, 2007) and on or before the last day
of
the month preceding the month of such Distribution Date, the amount, if any,
by
which one month’s interest at the related Mortgage Rate, net of the related
Master Servicing Fee Rate, on such Principal Prepayment exceeds the amount
of
interest paid in connection with such Principal Prepayment.
Prepayment
Period: As to any Distribution Date and the related Due Date, the
period from the 16th day of
the
calendar month immediately preceding the month in which the Distribution
Date
occurs (or, in the case of the first Distribution Date, from June 1, 2007)
through the 15th day of
the
calendar month in which the Distribution Date occurs.
Primary
Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.
Prime
Rate: The prime commercial lending rate of The Bank of New York,
as publicly announced to be in effect from time to time. The Prime
Rate shall be adjusted automatically, without notice, on the effective date
of
any change in such prime commercial lending rate. The Prime Rate is
not necessarily The Bank of New York’s lowest rate of interest.
Principal
Distribution Amount: With respect to each Distribution Date, the
sum of: (1) the excess of (A) the Principal Remittance Amount for such
Distribution Date over (B) the sum of (i) any portion of such amount used
to
cover any Net Swap Payment or Swap Termination Payment (other than a Swap
Termination Payment due to a Counterparty Trigger Event) due to the Counterparty
under the Swap Contract with respect to such Distribution Date not paid from
the
Interest Funds and (ii) the Overcollateralization Reduction Amount for such
Distribution Date, and (2) the Extra Principal Distribution Amount for such
Distribution Date.
Principal
Net Swap Payment: With respect to any Distribution Date, the sum
of (i) the excess, if any, of any Net Swap Payment payable to the Counterparty
under the Swap Contract on such Distribution Date over the Interest Funds
for
such Distribution Date and (ii) the aggregate amount of such excess for all
previous Distribution Dates.
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
Remittance Amount: As to any Distribution Date, (x) the sum,
without duplication, of (a) the principal portion of each Scheduled Payment
(without giving effect to any reductions thereof caused by any Debt Service
Reductions or Deficient Valuations) collected or advanced on each Mortgage
Loan
(other than a Liquidated Mortgage Loan) on the related Due Date, (b) the
principal portion of the Purchase Price of each Mortgage Loan that was
repurchased by the applicable Seller or purchased by the Master Servicer
pursuant to this Agreement as of such Distribution Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Mortgage Loan received with
respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation
Proceeds allocable to recoveries of principal of Mortgage Loans that are
not yet
Liquidated Mortgage Loans received during the calendar month preceding the
month
of such Distribution Date, (e) with respect to each Mortgage Loan that became
a
Liquidated Mortgage Loan during the related Prepayment Period, the amount
of the
Liquidation Proceeds allocable to principal received during such Prepayment
Period with respect to such Mortgage Loan, (f) all Principal Prepayments
on the
Mortgage Loans received during the related Prepayment Period and (g) any
Subsequent Recoveries on the Mortgage Loans received during the related
Prepayment Period minus (y) all non-recoverable Advances on the
Mortgage Loans relating to principal and certain expenses reimbursable pursuant
to Section 6.03 and reimbursed since the immediately preceding Due
Date.
31
Principal
Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee
for the benefit of the Holders of the Class P Certificates and designated
“The
Bank of New York in trust for registered holders of CWALT, Inc., Alternative
Loan Trust 2007-HY6, Mortgage Pass-Through Certificates, Series
2007-HY6.” Funds in the Principal Reserve Fund shall be held in trust
for the Holders of the Class P Certificates for the uses and purposes set
forth
in this Agreement.
Private
Certificate: As specified in the Preliminary
Statement.
Proprietary
Lease: With respect to any Cooperative Unit, a lease or occupancy agreement
between a Cooperative Corporation and a holder of related Coop
Shares.
Prospectus: The
prospectus dated June 27, 2007 generally relating to mortgage pass-through
certificates to be sold by the Depositor.
Prospectus
Supplement: The prospectus supplement dated June 29, 2007
relating to the Offered Certificates.
PUD: Planned
Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be purchased
by the applicable Seller pursuant to Section 2.02 or 2.03 or purchased at
the
option of the Master Servicer pursuant to Section 3.11, an amount equal to
the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on
the date of such purchase, (ii) accrued interest thereon at the applicable
Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the purchaser
is the Master Servicer or (y) if the purchaser is Countrywide and Countrywide
is
an affiliate of the Master Servicer) from the date through which interest
was
last paid by the Mortgagor to the Due Date in the month in which the Purchase
Price is to be distributed to Certificateholders and (iii) costs and damages
incurred by the Trust Fund in connection with a repurchase pursuant to Section
2.03 that arises out of a violation of any predatory or abusive lending law
with
respect to the related Mortgage Loan.
Qualified
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.
32
Rating
Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in
existence, “Rating Agency” shall be such nationally recognized statistical
rating organization, or other comparable Person, identified as a “Rating Agency”
under the Underwriter’s Exemption, as is designated by the Depositor, notice of
which designation shall be given to the Trustee. References in this
Agreement to a given rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal
Balance of the Liquidated Mortgage Loan as of the date of such liquidation,
plus
(ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the Due Date in the month in which Liquidation Proceeds
are required to be distributed on the Stated Principal Balance of such
Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation
Proceeds, if any, received during the month in which such liquidation occurred,
to the extent applied as recoveries of interest at the Adjusted Net Mortgage
Rate and to principal of the Liquidated Mortgage Loan. With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation,
if
the principal amount due under the related Mortgage Note has been reduced,
the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of
the
Mortgage Loan as reduced by the Deficient Valuation. With respect to
each Mortgage Loan which has become the subject of a Debt Service Reduction
and
any Distribution Date, the amount, if any, by which the principal portion
of the
related Scheduled Payment has been reduced.
To
the
extent the Master Servicer receives Subsequent Recoveries with respect to
any
Mortgage Loan, the amount of Realized Losses with respect to that Mortgage
Loan
will be reduced by the amount of such Subsequent Recoveries.
Recognition
Agreement: With respect to any Cooperative Loan, an agreement
between the Cooperative Corporation and the originator of such Mortgage Loan
which establishes the rights of such originator in the Cooperative
Property.
Record
Date: With respect to any Distribution Date and the Delay
Certificates, the last Business Day of the month preceding the month of that
Distribution Date. With respect to any Distribution Date and the
Non-Delay Certificates, the Business Day immediately preceding such Distribution
Date, or if such Certificates are no longer Book-Entry Certificates, the
last
Business Day of the month preceding the month of such Distribution
Date.
Reference
Bank: As defined in Section 4.08(b).
33
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 and any similar state or
local laws.
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, the Counterparty, any enhancement
or support provider contemplated by Items 1114(b) or 1115 of Regulation AB,
or
any other material party contemplated by Item 1101(d)(1) of Regulation
AB;
34
(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.
Rolling
Sixty-Day Delinquency Rate: With respect to any Distribution Date
on or after the Stepdown Date, the average of the Sixty-Day Delinquency Rates
for such Distribution Date and the two immediately preceding Distribution
Dates.
S&P: Standard
& Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. If
S&P is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to S&P shall be
Standard & Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor and the Master Servicer.
35
Xxxxxxxx-Xxxxx
Certification: As defined in Section 11.05.
Scheduled
Balances: Not applicable.
Scheduled
Classes: As specified in the Preliminary Statement.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan
which,
unless otherwise specified in this Agreement, shall give effect to any related
Debt Service Reduction and any Deficient Valuation that affects the amount
of
the monthly payment due on such Mortgage Loan.
Securities
Act: The Securities Act of 1933, as amended.
Seller: Countrywide,
Park Granada, Park Monaco or Park Sienna, as applicable.
Senior
Certificates: As specified in the Preliminary
Statement.
Senior
Enhancement Percentage: With respect to a Distribution Date on
and after the Stepdown Date, the fraction (expressed as a percentage) (1)
the
numerator of which is the excess of (a) the aggregate Stated Principal Balance
of the Mortgage Loans as of the Due Date in the month prior to that Distribution
Date (after giving effect to Principal Prepayments in the Prepayment Period
related to that prior Due Date) over (b) (i) before the Class Certificate
Balances of the Senior Certificates have been reduced to zero, the sum of
the
Class Certificate Balances of the Senior Certificates, or (ii) after the
Class
Certificate Balances of the Senior Certificates have been reduced to zero,
the
Class Certificate Balance of the most senior Class of Subordinated Certificates
outstanding as of the Business Day immediately preceding the Distribution
Date
in the calendar month prior to the month of such Distribution Date and (2)
the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the Due Date in the month prior to that Distribution Date (after
giving effect to Principal Prepayment in the Prepayment Period related to
that
prior Due Date).
Senior
LIBOR Certificates: As specified in the Preliminary
Statement.
Senior
Principal Distribution Target Amount: As to any Distribution
Date, the excess of (x) the aggregate Class Certificate Balance of the Senior
Certificates immediately prior to such Distribution Date, over (y) the lesser
of
(i) 86.60% of the aggregate Stated Principal Balance of the Mortgage Loans
as of
the Due Date in the month of such Distribution Date (after giving effect
to
Principal Prepayments received in the related Prepayment Period) and (ii)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date
in
the month of such Distribution Date (after giving effect to Principal
Prepayments received in the related Prepayment Period), minus the OC
Floor.
Servicing
Advances: All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in the performance by the Master Servicer
of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to the Master Servicer pursuant to Section 3.11 and
any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.09.
36
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d) of
Regulation AB.
Servicing
Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished
to
the Trustee by the Master Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended.
Sixty-Day
Delinquency Rate: With respect to any Distribution Date on or
after the Stepdown Date, a fraction, expressed as a percentage, the numerator
of
which is the aggregate Stated Principal Balance for such Distribution Date
of
all Mortgage Loans 60 or more days delinquent as of the close of business
on the
last day of the calendar month preceding such Distribution Date (including
Mortgage Loans in foreclosure, bankruptcy and REO Properties) and the
denominator of which is the aggregate Stated Principal Balance for such
Distribution Date of the Mortgage Loans as of the related Due Date (after
giving
effect to Principal Prepayments received in the related Prepayment
Period).
Startup
Day: The Closing Date.
Stated
Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver
or
grace period) minus the sum of: (i) any previous partial Principal Prepayments
and the payment of principal due on such Due Date, irrespective of any
delinquency in payment by the related Mortgagor, (ii) Liquidation Proceeds
allocable to principal (other than with respect to any Liquidated Mortgage
Loan)
received in the prior calendar month and Principal Prepayments received through
the last day of the related Prepayment Period, in each case, with respect
to
that Mortgage Loan and (iii) any Realized Loss previously incurred in connection
with a Deficient Valuation. The Stated Principal Balance of any
Mortgage Loan that becomes a Liquidated Mortgage Loan will be zero on each
date
following the Due Period in which such Mortgage Loan becomes a Liquidated
Mortgage Loan.
Stepdown
Date: The earlier to occur of: (1) the Distribution Date
immediately following the Distribution Date on which the aggregate Class
Certificate Balance of the Senior Certificates is reduced to zero, and (2)
the
later to occur of (x) the Distribution Date in July 2010 and (y) the first
Distribution Date on which the aggregate Class Certificate Balance of the
Senior
Certificates (after giving effect to distributions of the Principal Remittance
Amount to be made on such Distribution Date) is less than or equal to 86.60%
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Due
Date
in the month of that Distribution Date (after giving effect to Principal
Prepayments received in the Prepayment Period related to that Due
Date).
Stepdown
Target Subordination Percentage: With respect to any Class of
Subordinated Certificates, the respective percentage indicated in the following
table:
37
|
Stepdown
Target Subordination Percentage
|
||||
|
Class
M-1
|
9.70 | % | ||
|
Class
M-2
|
8.00 | % | ||
|
Class
M-3
|
6.70 | % | ||
|
Class
M-4
|
5.70 | % | ||
|
Class
M-5
|
4.70 | % | ||
|
Class
M-6
|
3.40 | % | ||
|
Class
M-7
|
2.20 | % | ||
|
Class
M-8
|
0.70 | % | ||
Streamlined
Documentation Mortgage Loan: Any Mortgage Loan originated
pursuant to Countrywide’s Streamlined Loan Documentation Program then in
effect. For the purposes of this Agreement, a Mortgagor is eligible
for a mortgage pursuant to Countrywide’s Streamlined Loan Documentation Program
if that Mortgagor is refinancing an existing mortgage loan that was originated
or acquired by Countrywide where, among other things, the mortgage loan has
not
been more than 30 days delinquent in payment during the previous twelve month
period.
Strip
REMIC: As defined in the Preliminary Statement.
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or
more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
the Mortgage Loans under the direction or authority of the Master Servicer
or a
Subservicer or the Trustee, as the case may be.
Subordinated
Certificates: As specified in the Preliminary
Statement.
Subordinated
Class Principal Distribution Target Amount: With respect to any
Class of Subordinated Certificates and Distribution Date, the excess of (1)
the
sum of (a) the aggregate Class Certificate Balance of the Senior Certificates
(after taking into account the distribution of the Senior Principal Distribution
Target Amount for such Distribution Date), (b) the aggregate Class Certificate
Balance of any Class(es) of Subordinated Certificates that are senior to
the
subject Class (in each case, after taking into account distribution of the
Subordinated Class Principal Distribution Target Amount(s) for such more
senior
Class(es) of Certificates for such Distribution Date), and (c) the Class
Certificate Balance of the subject Class of Subordinated Certificates
immediately prior to such Distribution Date over (2) the lesser of (a) the
product of (x) 100% minus the Stepdown Target Subordination Percentage for
the
subject Class of Certificates and (y) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the Due Date in the month of that Distribution Date
(after giving effect to Principal Prepayments received in the related Prepayment
Period) and (b) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the Due Date in the month of that Distribution Date (after giving effect
to
Principal Prepayments received in the related Prepayment Period) minus the
OC
Floor; provided, however, that if such Class of Subordinated Certificates
is the
only Class of Subordinated Certificates outstanding on such Distribution
Date,
that Class will be entitled to receive the entire remaining Principal
Distribution Amount until its Class Certificate Balance is reduced to
zero.
38
Subsequent
Periodic Rate Cap: As to each Mortgage Loan and the related
Mortgage Note, the provision therein that limits permissible increases and
decreases in the Mortgage Rate on the each Adjustment Date after the first
Adjustment Date for that Mortgage Loan to not more than the amount set forth
therein.
Subsequent
Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar
month, unexpected amounts received by the Master Servicer (net of any related
expenses permitted to be reimbursed pursuant to Section 3.08) specifically
related to such Liquidated Mortgage Loan after the classification of such
Mortgage Loan as a Liquidated Mortgage Loan.
Subservicer: Any
person to whom the Master Servicer has contracted for the servicing of all
or a
portion of the Mortgage Loans pursuant to Section 3.02.
Substitute
Mortgage Loan: A Mortgage Loan substituted by the applicable
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in a Request for Release, substantially in the form of Exhibit
M,
(i) have a Stated Principal Balance, after deduction of the principal portion
of
the Scheduled Payment due in the month of substitution, not in excess of,
and
not more than 10% less than the Stated Principal Balance of the Deleted Mortgage
Loan; (ii) be accruing interest at a rate no lower than and not more than
1% per
annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value
Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining
term to maturity no greater than (and not more than one year less than that
of)
the Deleted Mortgage Loan; (v) have a Maximum Mortgage Rate no lower than
and
not more than 1% per annum higher than, that of the Deleted Mortgage Loan;
(vi)
have a Minimum Mortgage Rate specified in its related mortgage note not more
than 1% per annum higher or lower than the Minimum Mortgage Rate of the Deleted
Mortgage Loan; (vii) have the same Mortgage Index and Mortgage Index reset
period and periodic rate cap as the Deleted Mortgage Loan and a Gross Margin
not
more than 1% per annum higher or lower than that of the Deleted Mortgage
Loan;
(viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was a
Cooperative Loan and (ix) comply with each representation and warranty set
forth
in Section 2.03.
Substitution
Adjustment Amount: The meaning ascribed to such term pursuant to
Section 2.03.
Supplemental
Interest Trust: The separate trust created under this Agreement
pursuant to Section 3.05(h).
Supplemental
Interest Trustee: The Bank of New York, a New York banking
corporation, not in its individual or corporate capacity, but solely in its
capacity as trustee of the Supplemental Interest Trust for the benefit of
the
Holders of the LIBOR Certificates under this Agreement, and any successor
thereto, and any corporation or national banking association resulting from
or
surviving any consolidation or merger to which it or its successors may be
a
party and any successor trustee as may from time to time be serving as successor
trustee hereunder.
Swap
Contract: The transaction evidenced by the Confirmation and
subject to the ISDA Master Agreement, a form of which is attached hereto
as
Exhibit R-1.
39
Swap
Contract Termination Date: July 25, 2012.
Swap
Termination Payment: The payment payable by either the
Supplemental Interest Trustee or the Counterparty under the ISDA Master
Agreement due to an early termination of the Swap Contract.
Tax
Matters Person: The person designated as “tax matters person” in
the manner provided under Treasury regulation § 1.860F-4(d) and Treasury
regulation § 301.6231(a)(7)1. Initially, the Tax Matters Person shall
be the Trustee.
Tax
Matters Person Certificate: The Class A-R Certificate with a
Denomination of $0.01.
Terminator: As
defined in Section 9.01.
Transaction
Documents: This Agreement, the Derivative Agreements and any
other document or agreement entered into in connection with the Trust Fund,
the
Certificates or the Mortgage Loans.
Transfer: Any
direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
Trigger
Event: With respect to a Distribution Date on or after the
Stepdown Date, the existence of either a Delinquency Trigger Event or a
Cumulative Loss Trigger Event with respect to that Distribution
Date.
Trust
Fund: The corpus of the trust created under this Agreement
consisting of (i) the Mortgage Loans and all interest and principal received
on
or with respect thereto after the Cut-off Date to the extent not applied
in
computing the Cut-off Date Principal Balance of the Mortgage Loans; (ii)
the
Certificate Account, the Distribution Account and the Carryover Reserve Fund,
and all amounts deposited therein pursuant to the applicable provisions of
this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired
by
foreclosure, deed-in-lieu of foreclosure or otherwise; and (iv) all proceeds
of
the conversion, voluntary or involuntary, of any of the foregoing.
Trustee: The
Bank of New York and its successors and, if a successor trustee is appointed
under this Agreement, such successor.
Trustee
Advance Rate: With respect to any Advance made by the Trustee pursuant to
Section 4.01(b), a per annum rate of interest determined as of the date of
such
Advance equal to the Prime Rate in effect on such date plus 5.00%.
Trustee
Fee: As to any Distribution Date, an amount equal to one-twelfth of the
Trustee Fee Rate multiplied by the Pool Stated Principal Balance with respect
to
such Distribution Date.
Trustee
Fee Rate: With respect to each Mortgage Loan, 0.009% per
annum.
Underwriters:
As specified in the Preliminary Statement.
40
Underwriter’s
Exemption: Prohibited Transaction Exemption 2007-5, 72 Fed. Reg.
13130 (2009), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
Unpaid
Realized Loss Amount: For any Class of Offered Certificates, (x)
the portion of the aggregate Applied Realized Loss Amount previously allocated
to that Class remaining unpaid from prior Distribution Dates minus (y) any
increase in the Class Certificate Balance of that Class due to the receipt
of
Subsequent Recoveries to the Class Certificate Balance of that Class pursuant
to
Section 4.02(h).
Voting
Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to each Class
of Notional Amount Certificates, if any (such Voting Rights to be allocated
among the holders of Certificates of each such Class in accordance with their
respective Percentage Interests), (b) 1% of all Voting Rights shall be allocated
to each of the Class A-R, Class C and Class P Certificates, and (c) the
remaining Voting Rights shall be allocated among Holders of the remaining
Classes of Certificates in proportion to the Certificate Balances of their
respective Certificates on such date.
Weighted
Average Adjusted Net Mortgage Rate: As to any Distribution Date,
the average of the Adjusted Net Mortgage Rates on the Mortgage Loans, weighted
on the basis of the Stated Principal Balance of each Mortgage Loan as of
the Due
Date in the prior calendar month (after giving effect to Principal Prepayments
received in the Prepayment Period related to that prior Due Date).
|
|
SECTION
1.02.
|
Certain
Interpretive Provisions.
|
All
terms
defined in this Agreement shall have the defined meanings when used in any
certificate, agreement or other document delivered pursuant hereto unless
otherwise defined therein. For purposes of this Agreement and all such
certificates and other documents, unless the context otherwise requires:
(a)
accounting terms not otherwise defined in this Agreement, and accounting
terms
partly defined in this Agreement to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles; (b) the words “hereof,” “herein” and “hereunder” and words of
similar import refer to this Agreement (or the certificate, agreement or
other
document in which they are used) as a whole and not to any particular provision
of this Agreement (or such certificate, agreement or document); (c) references
to any Section, Schedule or Exhibit are references to Sections, Schedules
and
Exhibits in or to this Agreement, and references to any paragraph, subsection,
clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term “including” means “including without limitation”; (e)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (f) references
to
any agreement refer to that agreement as amended from time to time; (g)
references to any Person include that Person’s permitted successors and assigns;
and (h) a Mortgage Loan is “30 days delinquent” if any Scheduled Payment has not
been received by the close of business on the day immediately preceding the
Due
Date on which the next Scheduled Payment is due. Similarly for “60
days delinquent,” “90 days delinquent” and so on. Unless otherwise
provided in this Agreement, the determination as to whether a Mortgage Loan
falls into a delinquency category shall be made as of the close of business
on
the last day of each month prior to the date of determining the
delinquency.
41
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans
|
(a) Each
Seller, concurrently with the execution and delivery of this Agreement, hereby
sells, transfers, assigns, sets over and otherwise conveys to the Depositor,
without recourse, all its respective right, title and interest in and to
the
related Mortgage Loans, including all interest and principal received or
receivable by such Seller, on or with respect to the applicable Mortgage
Loans
after the Cut-off Date and all interest and principal payments on the related
Mortgage Loans received prior to the Cut-off Date in respect of installments
of
interest and principal due thereafter, but not including payments of principal
and interest due and payable on such Mortgage Loans on or before the Cut-off
Date. On or prior to the Closing Date, Countrywide shall deliver to
the Depositor or, at the Depositor’s direction, to the Trustee or other designee
of the Depositor, the Mortgage File for each Mortgage Loan listed in the
Mortgage Loan Schedule (except that, in the case of the Delay Delivery Mortgage
Loans (which may include Countrywide Mortgage Loans, Park Granada Mortgage
Loans, Park Monaco Mortgage Loans or Park Sienna Mortgage Loans), such delivery
may take place within thirty (30) days following the Closing
Date). Such delivery of the Mortgage Files shall be made against
payment by the Depositor of the purchase price, previously agreed to by the
Sellers and Depositor, for the Mortgage Loans. With respect to any
Mortgage Loan that does not have a first payment date on or before the Due
Date
in the month of the first Distribution Date, Countrywide shall deposit into
the
Distribution Account on or before the Distribution Account Deposit Date relating
to the first Distribution Date, an amount equal to one month’s interest at the
related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such
Mortgage Loan.
(b) Immediately
upon the conveyance of the Mortgage Loans referred to in clause (a), the
Depositor sells, transfers, assigns, sets over and otherwise conveys to the
Trustee for the benefit of the Certificateholders, without recourse, all
the
right, title and interest of the Depositor in and to the Trust Fund together
with the Depositor’s right to require each Seller to cure any breach of a
representation or warranty made in this Agreement by such Seller or to
repurchase or substitute for any affected Mortgage Loan in accordance
herewith.
(c) In
connection with the transfer and assignment set forth in clause (b) above,
the Depositor has delivered or caused to be delivered to the Trustee (or,
in the
case of the Delay Delivery Mortgage Loans, will deliver or cause to be delivered
to the Trustee within thirty (30) days following the Closing Date) for the
benefit of the Certificateholders the following documents or instruments
with
respect to each Mortgage Loan so assigned:
(i) (A)
the original Mortgage Note endorsed by manual or facsimile signature in blank
in
the following form: “Pay to the order of ____________ without recourse,” with
all intervening endorsements showing a complete chain of endorsement from
the
originator to the Person endorsing the Mortgage Note (each such endorsement
being sufficient to transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
or
42
(B)
with respect to any Lost Mortgage
Note, a lost note affidavit from Countrywide stating that the original Mortgage
Note was lost or destroyed, together with a copy of such Mortgage
Note;
(ii) except
as provided below and for each Mortgage Loan that is not a MERS Mortgage
Loan,
the original recorded Mortgage or a copy of such Mortgage, with recording
information, (or, in the case of a Mortgage for which the related Mortgaged
Property is located in the Commonwealth of Puerto Rico, a true copy of the
Mortgage certified as such by the applicable notary) and in the case of each
MERS Mortgage Loan, the original Mortgage or a copy of such Mortgage, with
recording information, noting the presence of the MIN of the Mortgage Loans
and
either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
the original Mortgage and the assignment thereof to MERS, with evidence of
recording indicated thereon, or a copy of the Mortgage certified by the public
recording office in which such Mortgage has been recorded;
(iii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
assignment of the Mortgage or a copy of such assignment, with recording
information, (which may be included in a blanket assignment or assignments),
together with, except as provided below, all interim recorded assignments
of
such mortgage or a copy of such assignment, with recording information, (each
such assignment, when duly and validly completed, to be in recordable form
and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which the assignment relates); provided that, if the
related Mortgage has not been returned from the applicable public recording
office, such assignment of the Mortgage may exclude the information to be
provided by the recording office; provided, further, that such assignment
of
Mortgage need not be delivered in the case of a Mortgage for which the related
Mortgaged Property is located in the Commonwealth of Puerto Rico;
(iv) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any;
(v) except
as provided below, the original or a copy of lender’s title policy or a printout
of the electronic equivalent and all riders thereto; and
(vi) in
the case of a Cooperative Loan, the originals of the following documents
or
instruments:
(A) The
Coop Shares, together with a stock power in blank;
(B) The
executed Security Agreement;
(C) The
executed Proprietary Lease;
(D) The
executed Recognition Agreement;
43
(E) The
executed UCC-1 financing statement with evidence of recording thereon which
have
been filed in all places required to perfect the applicable Seller’s interest in
the Coop Shares and the Proprietary Lease; and
(F) The
executed UCC-3 financing statements or other appropriate UCC financing
statements required by state law, evidencing a complete and unbroken line
from
the mortgagee to the Trustee with evidence of recording thereon (or in a
form
suitable for recordation).
In
addition, in connection with the assignment of any MERS Mortgage Loan, each
Seller agrees that it will cause, at the Trustee’s expense, the MERS® System to
indicate that the Mortgage Loans sold by such Seller to the Depositor have
been
assigned by that Seller to the Trustee in accordance with this Agreement
for the
benefit of the Certificateholders by including (or deleting, in the case
of
Mortgage Loans which are repurchased in accordance with this Agreement) in
such
computer files the information required by the MERS® System to identify the
series of the Certificates issued in connection with such Mortgage
Loans. Each Seller further agrees that it will not, and will not
permit the Master Servicer to, and the Master Servicer agrees that it will
not,
alter the information referenced in this paragraph with respect to any Mortgage
Loan sold by such Seller to the Depositor during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the
terms
of this Agreement.
In
the
event that in connection with any Mortgage Loan that is not a MERS Mortgage
Loan
the Depositor cannot deliver (a) the original recorded Mortgage or a copy
of
such Mortgage, with recording information, or (b) all interim recorded
assignments or a copy of such assignments, with recording information, or
(c)
the lender’s title policy or a copy of lender’s title policy (together with all
riders thereto) satisfying the requirements of clause (ii), (iii) or (v)
above,
respectively, concurrently with the execution and delivery of this Agreement
because such document or documents have not been returned from the applicable
public recording office in the case of clause (ii) or (iii) above, or because
the title policy has not been delivered to either the Master Servicer or
the
Depositor by the applicable title insurer in the case of clause (v) above,
the
Depositor shall promptly deliver to the Trustee, in the case of clause (ii)
or
(iii) above, such original Mortgage or a copy of such Mortgage, with recording
information, or such interim assignment or a copy of such assignments, with
recording information, as the case may be, with evidence of recording indicated
thereon upon receipt thereof from the public recording office, or a copy
thereof, certified, if appropriate, by the relevant recording office, but
in no
event shall any such delivery of the original Mortgage and each such interim
assignment or a copy thereof, certified, if appropriate, by the relevant
recording office, be made later than one year following the Closing Date,
or, in
the case of clause (v) above, no later than 120 days following the Closing
Date;
provided, however, in the event the Depositor is unable to deliver
by such date each Mortgage and each such interim assignment by reason of
the
fact that any such documents have not been returned by the appropriate recording
office, or, in the case of each such interim assignment, because the related
Mortgage has not been returned by the appropriate recording office, the
Depositor shall deliver such documents to the Trustee as promptly as possible
upon receipt thereof and, in any event, within 720 days following the Closing
Date. The Depositor shall forward or cause to be forwarded to the
Trustee (a) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (b) any other documents
required to be delivered by the Depositor or the Master Servicer to the
Trustee. In the event that the original Mortgage is not delivered and
in connection with the payment in full of the related Mortgage Loan and the
public recording office requires the presentation of a “lost instruments
affidavit and indemnity” or any equivalent document, because only a copy of the
Mortgage can be delivered with the instrument of satisfaction or reconveyance,
the Master Servicer shall execute and deliver or cause to be executed and
delivered such a document to the public recording office. In the case
where a public recording office retains the original recorded Mortgage or
in the
case where a Mortgage is lost after recordation in a public recording office,
Countrywide shall deliver to the Trustee a copy of such Mortgage certified
by
such public recording office to be a true and complete copy of the original
recorded Mortgage.
44
As
promptly as practicable subsequent to such transfer and assignment, and in
any
event, within one hundred twenty (120) days after such transfer and assignment,
the Trustee shall (A) as the assignee thereof, affix the following language
to
each assignment of Mortgage: “CWALT, Inc., Series 2007-HY6, The Bank
of New York, as trustee”, (B) cause such assignment to be in proper form for
recording in the appropriate public office for real property records and
(C)
cause to be delivered for recording in the appropriate public office for
real
property records the assignments of the Mortgages to the Trustee, except
that,
(i) with respect to any assignments of Mortgage as to which the Trustee has
not
received the information required to prepare such assignment in recordable
form,
the Trustee’s obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in
any
event within thirty (30) days after receipt thereof and (ii) the Trustee
need
not cause to be recorded any assignment which relates to a Mortgage Loan,
the
Mortgaged Property and Mortgage File relating to which are located in any
jurisdiction (including Puerto Rico) under the laws of which the recordation
of
such assignment is not necessary to protect the Trustee’s and the
Certificateholders’ interest in the related Mortgage Loan as evidenced by an
opinion of counsel delivered by Countrywide to the Trustee within 90 days
of the
Closing Date (which opinion may be in the form of a “survey” opinion and is not
required to be delivered by counsel admitted to practice law in the jurisdiction
as to which such legal opinion applies).
In
the
case of Mortgage Loans that have been prepaid in full as of the Closing Date,
the Depositor, in lieu of delivering the above documents to the Trustee,
will
deposit in the Certificate Account the portion of such payment that is required
to be deposited in the Certificate Account pursuant to Section
3.05.
Notwithstanding
anything to the contrary in this Agreement, within thirty (30) days after
the
Closing Date with respect to the Mortgage Loans, Countrywide (on its own
behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) shall either
(i)
deliver to the Depositor, or at the Depositor’s direction, to the Trustee or
other designee of the Depositor the Mortgage File as required pursuant to
this
Section 2.01 for each Delay Delivery Mortgage Loan or (ii) either (A) substitute
a Substitute Mortgage Loan for the Delay Delivery Mortgage Loan or (B)
repurchase the Delay Delivery Mortgage Loan, which substitution or repurchase
shall be accomplished in the manner and subject to the conditions set forth
in
Section 2.03 (treating each Delay Delivery Mortgage Loan as a Deleted Mortgage
Loan for purposes of such Section 2.03); provided, however, that if
Countrywide fails to deliver a Mortgage File for any Delay Delivery Mortgage
Loan within the thirty (30)-day period provided in the prior sentence,
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) shall use its best reasonable efforts to effect a substitution,
rather than a repurchase of, such Deleted Mortgage Loan and provided further
that the cure period provided for in Section 2.02 or in Section 2.03
shall not apply to the initial delivery of the Mortgage File for such Delay
Delivery Mortgage Loan, but rather Countrywide (on its own behalf and on
behalf
of Park Granada, Park Monaco and Park Sienna) shall have five (5) Business
Days
to cure such failure to deliver. At the end of such thirty (30)-day period
the
Trustee shall send a Delay Delivery Certification for the Delay Delivery
Mortgage Loans delivered during such thirty (30)-day period in accordance
with
the provisions of Section 2.02.
45
(d) Neither
the Depositor nor the Trust will acquire or hold any Mortgage Loan that would
violate the representations made by Countrywide set forth in clause (46)
of
Schedule III-A hereto.
|
SECTION
2.02.
|
Acceptance
by Trustee of the Mortgage
Loans.
|
(a) The
Trustee acknowledges receipt of the documents identified in the Initial
Certification in the form annexed hereto as Exhibit F (an “Initial
Certification”) and declares that it holds and will hold such documents and the
other documents delivered to it constituting the Mortgage Files, and that
it
holds or will hold such other assets as are included in the Trust Fund, in
trust
for the exclusive use and benefit of all present and future
Certificateholders. The Trustee acknowledges that it will maintain
possession of the Mortgage Notes in the State of California, unless otherwise
permitted by the Rating Agencies.
The
Trustee agrees to execute and deliver on the Closing Date to the Depositor,
the
Master Servicer and Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) an Initial Certification in the form
annexed to this Agreement as Exhibit F. Based on its review and
examination, and only as to the documents identified in such Initial
Certification, the Trustee acknowledges that such documents appear regular
on
their face and relate to the Mortgage Loans. The Trustee shall be
under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.
On
or
about the thirtieth (30th) day
after the
Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer
and Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and Park Sienna) a Delay Delivery Certification with respect to the Mortgage
Loans in the form annexed hereto as Exhibit G (a “Delay Delivery
Certification”), with any applicable exceptions noted thereon.
Not
later
than 90 days after the Closing Date, the Trustee shall deliver to the Depositor,
the Master Servicer and Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) a Final Certification with respect
to the
Mortgage Loans in the form annexed hereto as Exhibit H (a “Final
Certification”), with any applicable exceptions noted thereon.
If,
in
the course of such review, the Trustee finds any document constituting a
part of
a Mortgage File that does not meet the requirements of Section 2.01, the
Trustee shall list such as an exception in the Final Certification;
provided, however that the Trustee shall not make any
determination as to whether (i) any endorsement is sufficient to transfer
all right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable form or is sufficient to effect the assignment of and transfer
to the
assignee thereof under the mortgage to which the assignment
relates. Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
defect
within 90 days from the date it was so notified of such defect and, if
Countrywide does not correct or cure such defect within such period, Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
shall either (a) substitute for the related Mortgage Loan a Substitute
Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or (b) purchase
such Mortgage Loan from the Trustee within 90 days from the date Countrywide
(on
its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
was
notified of such defect in writing at the Purchase Price of such Mortgage
Loan;
provided, however, that in no event shall such substitution or
purchase occur more than 540 days from the Closing Date, except that if the
substitution or purchase of a Mortgage Loan pursuant to this provision is
required by reason of a delay in delivery of any documents by the appropriate
recording office, and there is a dispute between either the Master Servicer
or
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) and the Trustee over the location or status of the recorded
document, then such substitution or purchase shall occur within 720 days
from
the Closing Date. The Trustee shall deliver written notice to each
Rating Agency within 270 days from the Closing Date indicating each Mortgage
Loan (a) that has not been returned by the appropriate recording office or
(b) as to which there is a dispute as to location or status of such
Mortgage Loan. Such notice shall be delivered every 90 days
thereafter until the related Mortgage Loan is returned to the
Trustee. Any such substitution pursuant to (a) above or purchase
pursuant to (b) above shall not be effected prior to the delivery to the
Trustee of the Opinion of Counsel required by Section 2.05, if any, and any
substitution pursuant to (a) above shall not be effected prior to the additional
delivery to the Trustee of a Request for Release substantially in the form
of
Exhibit N. No substitution is permitted to be made in any
calendar month after the Determination Date for such month. The
Purchase Price for any such Mortgage Loan shall be deposited by Countrywide
(on
its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
in
the Certificate Account on or prior to the Distribution Account Deposit Date
for
the Distribution Date in the month following the month of repurchase and,
upon
receipt of such deposit and certification with respect thereto in the form
of
Exhibit N hereto, the Trustee shall release the related Mortgage File to
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) request such
instruments of transfer or assignment prepared by Countrywide, in each case
without recourse, as shall be necessary to vest in Countrywide (on its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or its
designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
If pursuant to the foregoing provisions Countrywide (on its own behalf and
on
behalf of Park Granada, Park Monaco and Park Sienna) repurchases a Mortgage
Loan
that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause
MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to Countrywide (on its own behalf and on behalf of
Park
Granada, Park Monaco and Park Sienna) or its designee and shall cause such
Mortgage to be removed from registration on the MERS® System in accordance with
MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) or its designee as the beneficial holder of such Mortgage
Loan.
46
(b) [Reserved].
(c) [Reserved].
(d) The
Trustee shall retain possession and custody of each Mortgage File in accordance
with and subject to the terms and conditions set forth in this
Agreement. The Master Servicer shall promptly deliver to the Trustee,
upon the execution or receipt thereof, the originals of such other documents
or
instruments constituting the Mortgage File as come into the possession of
the
Master Servicer from time to time.
(e) It
is understood and agreed that the respective obligations of each Seller to
substitute for or to purchase any Mortgage Loan sold to the Depositor by
it
which does not meet the requirements of Section 2.01 above shall constitute
the sole remedy respecting such defect available to the Trustee, the Depositor
and any Certificateholder against that Seller.
|
SECTION
2.03.
|
Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
|
(a) Countrywide
hereby makes the representations and warranties set forth in (i) Schedule
II-A,
Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference
incorporated herein, to the Depositor, the Master Servicer and the Trustee,
as
of the Closing Date, (ii) Schedule III-A hereto, and by this reference
incorporated herein, to the Depositor, the Master Servicer and the Trustee,
as
of the Closing Date, or if so specified therein, as of the Cut-off Date with
respect to the Mortgage Loans, and (iii) Schedule III-B hereto, and by this
reference incorporated herein, to the Depositor, the Master Servicer and
the
Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
Date with respect to the Mortgage Loans that are Countrywide Mortgage
Loans. Park Granada hereby makes the representations and warranties
set forth in (i) Schedule II-B hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as of the
Closing
Date and (ii) Schedule III-C hereto, and by this reference incorporated herein,
to the Depositor, the Master Servicer and the Trustee, as of the Closing
Date,
or if so specified therein, as of the Cut-off Date with respect to the Mortgage
Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes
the representations and warranties set forth in (i) Schedule II-C hereto,
and by this reference incorporated herein, to the Depositor, the Master Servicer
and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and
by this reference incorporated herein, to the Depositor, the Master Servicer
and
the Trustee, as of the Closing Date, or if so specified therein, as of the
Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage
Loans. Park Sienna hereby makes the representations and warranties
set forth in (i) Schedule II-D hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as of the
Closing
Date and (ii) Schedule III-E hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as of the
Closing
Date, or if so specified therein, as of the Cut-off Date with respect to
the
Mortgage Loans that are Park Sienna Mortgage Loans.
(b) The
Master Servicer hereby makes the representations and warranties set forth
in
Schedule IV hereto, and by this reference incorporated herein, to the Depositor
and the Trustee, as of the Closing Date.
47
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
that materially and adversely affects the interests of the Certificateholders
in
that Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties and the NIM Insurer. Each Seller hereby
covenants that within 90 days of the earlier of its discovery or its receipt
of
written notice from any party of a breach of any representation or warranty
with
respect to a Mortgage Loan sold by it pursuant to Section 2.03(a) that
materially and adversely affects the interests of the Certificateholders
in that
Mortgage Loan, it shall cure such breach in all material respects, and if
such
breach is not so cured, shall, (i) if such 90-day period expires prior to
the second anniversary of the Closing Date, remove such Mortgage Loan (a
“Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a
Substitute Mortgage Loan, in the manner and subject to the conditions set
forth
in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage
Loans from the Trustee at the Purchase Price in the manner set forth below;
provided, however, that any such substitution pursuant to (i)
above shall not be effected prior to the delivery to the Trustee of the Opinion
of Counsel required by Section 2.05, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery
to
the Trustee of a Request for Release substantially in the form of Exhibit N
and the Mortgage File for any such Substitute Mortgage Loan. The
Seller repurchasing a Mortgage Loan pursuant to this Section 2.03(c) shall
promptly reimburse the Master Servicer and the Trustee for any expenses
reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for such breach. With respect to the
representations and warranties described in this Section which are made to
the best of a Seller’s knowledge, if it is discovered by either the Depositor, a
Seller or the Trustee that the substance of such representation and warranty
is
inaccurate and such inaccuracy materially and adversely affects the value
of the
related Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding that Seller’s lack of knowledge with respect to the substance of
such representation or warranty, such inaccuracy shall be deemed a breach
of the
applicable representation or warranty.
With
respect to any Substitute Mortgage Loan or Loans sold to the Depositor by
a
Seller, Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna) shall deliver to the Trustee for the benefit of the
Certificateholders the Mortgage Note, the Mortgage, the related assignment
of
the Mortgage, and such other documents and agreements as are required by
Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned as required
by
Section 2.01. No substitution is permitted to be made in any calendar
month after the Determination Date for such month. Scheduled Payments
due with respect to Substitute Mortgage Loans in the month of substitution
shall
not be part of the Trust Fund and will be retained by the related Seller
on the
next succeeding Distribution Date. For the month of substitution,
distributions to Certificateholders will include the monthly payment due
on any
Deleted Mortgage Loan for such month and thereafter that Seller shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend the Mortgage Loan Schedule for
the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans
and
the Master Servicer shall deliver the amended Mortgage Loan Schedule to the
Trustee. Upon such substitution, the Substitute Mortgage Loan or
Loans shall be subject to the terms of this Agreement in all respects, and
the
related Seller shall be deemed to have made with respect to such Substitute
Mortgage Loan or Loans, as of the date of substitution, the representations
and
warranties made pursuant to Section 2.03(a) with respect to such Mortgage
Loan. Upon any such substitution and the deposit to the Certificate
Account of the amount required to be deposited therein in connection with
such
substitution as described in the following paragraph, the Trustee shall release
the Mortgage File held for the benefit of the Certificateholders relating
to
such Deleted Mortgage Loan to the related Seller and shall execute and deliver
at such Seller’s direction such instruments of transfer or assignment prepared
by Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna), in each case without recourse, as shall be necessary to vest
title
in that Seller, or its designee, the Trustee’s interest in any Deleted Mortgage
Loan substituted for pursuant to this Section 2.03.
48
For
any
month in which a Seller substitutes one or more Substitute Mortgage Loans
for
one or more Deleted Mortgage Loans, the Master Servicer will determine the
amount (if any) by which the aggregate principal balance of all Substitute
Mortgage Loans sold to the Depositor by that Seller as of the date of
substitution is less than the aggregate Stated Principal Balance of all Deleted
Mortgage Loans repurchased by that Seller (after application of the scheduled
principal portion of the monthly payments due in the month of
substitution). The amount of such shortage (the “Substitution
Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed
Advances with respect to such Deleted Mortgage Loans shall be deposited in
the
Certificate Account by Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) on or before the Distribution Account
Deposit Date for the Distribution Date in the month succeeding the calendar
month during which the related Mortgage Loan became required to be purchased
or
replaced hereunder.
In
the
event that a Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited in the Certificate Account pursuant to
Section 3.05 on or before the Distribution Account Deposit Date for the
Distribution Date in the month following the month during which that Seller
became obligated hereunder to repurchase or replace such Mortgage Loan and
upon
such deposit of the Purchase Price, the delivery of the Opinion of Counsel
required by Section 2.05 and receipt of a Request for Release in the form
of Exhibit N hereto, the Trustee shall release the related Mortgage File
held for the benefit of the Certificateholders to such Person, and the Trustee
shall execute and deliver at such Person’s direction such instruments of
transfer or assignment prepared by such Person, in each case without recourse,
as shall be necessary to transfer title from the Trustee. It is
understood and agreed that the obligation under this Agreement of any Person
to
cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
and is continuing shall constitute the sole remedy against such Persons
respecting such breach available to Certificateholders, the Depositor or
the
Trustee on their behalf.
The
representations and warranties made pursuant to this Section 2.03 shall survive
delivery of the respective Mortgage Files to the Trustee for the benefit
of the
Certificateholders.
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
The
Depositor hereby represents and warrants to the Trustee with respect to each
Mortgage Loan as of the date of this Agreement or such other date set forth
in
this Agreement that as of the Closing Date, and following the transfer of
the
Mortgage Loans to it by each Seller, the Depositor had good title to the
Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses
or
counterclaims.
49
The
Depositor hereby assigns, transfers and conveys to the Trustee all of its
rights
with respect to the Mortgage Loans including, without limitation, the
representations and warranties of each Seller made pursuant to
Section 2.03(a), together with all rights of the Depositor to require a
Seller to cure any breach thereof or to repurchase or substitute for any
affected Mortgage Loan in accordance with this Agreement.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor or the Trustee of a breach
of any of the foregoing representations and warranties set forth in this
Section
2.04 (referred to herein as a “breach”), which breach materially and adversely
affects the interest of the Certificateholders, the party discovering such
breach shall give prompt written notice to the others and to each Rating
Agency
and the NIM Insurer.
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with
Substitutions.
|
(a) Notwithstanding
any contrary provision of this Agreement, no substitution pursuant to
Section 2.02 or Section 2.03 shall be made more than 90 days after the
Closing Date unless Countrywide delivers to the Trustee an Opinion of Counsel,
which Opinion of Counsel shall not be at the expense of either the Trustee
or
the Trust Fund, addressed to the Trustee, to the effect that such substitution
will not (i) result in the imposition of the tax on “prohibited transactions” on
the Trust Fund or contributions after the Startup Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC
created under this Agreement to fail to qualify as a REMIC at any time that
any
Certificates are outstanding.
(b) Upon
discovery by the Depositor, a Seller, the Master Servicer, or the Trustee
that
any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in any event within five (5) Business Days of discovery) give
written notice thereof to the other parties and the NIM Insurer. In
connection therewith, the Trustee shall require Countrywide (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) at its option,
to
either (i) substitute, if the conditions in Section 2.03(c) with respect
to
substitutions are satisfied, a Substitute Mortgage Loan for the affected
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days
of
such discovery in the same manner as it would a Mortgage Loan for a breach
of
representation or warranty made pursuant to Section 2.03. The Trustee
shall reconvey to Countrywide the Mortgage Loan to be released pursuant to
this
Section in the same manner, and on the same terms and conditions, as it would
a
Mortgage Loan repurchased for breach of a representation or warranty contained
in Section 2.03.
|
SECTION
2.06.
|
Execution
and Delivery of Certificates.
|
The
Trustee acknowledges the transfer and assignment to it of the Trust Fund
and,
concurrently with such transfer and assignment, has executed and delivered
to or
upon the order of the Depositor, the Certificates in authorized denominations
evidencing directly or indirectly the entire ownership of the Trust
Fund. The Trustee agrees to hold the Trust Fund and exercise the
rights referred to above for the benefit of all present and future Holders
of
the Certificates and to perform the duties set forth in this Agreement, to
the
end that the interests of the Holders of the Certificates may be adequately
and
effectively protected.
50
|
SECTION
2.07.
|
REMIC
Matters.
|
The
Preliminary Statement sets forth the designations and “latest possible maturity
date” for federal income tax purposes of all interests created
hereby. The “Startup Day” for purposes of the REMIC Provisions shall
be the Closing Date. The “tax matters person” with respect to each
REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax Matters
Person Certificate. Each REMIC’s fiscal year shall be the calendar
year.
|
SECTION
2.08.
|
Covenants
of the Master Servicer.
|
The
Master Servicer hereby covenants to the Depositor and the Trustee as
follows:
(a) the
Master Servicer shall comply in the performance of its obligations under
this
Agreement with all reasonable rules and requirements of the insurer under
each
Required Insurance Policy; and
(b) no
written information, certificate of an officer, statement furnished in writing
or written report delivered to the Depositor, any affiliate of the Depositor
or
the Trustee and prepared by the Master Servicer pursuant to this Agreement
will
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make such information, certificate, statement or report not
misleading.
51
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
MORTGAGE LOANS
|
SECTION
3.01.
|
Master
Servicer to Service Mortgage
Loans.
|
For
and
on behalf of the Certificateholders, the Master Servicer shall service and
administer the Mortgage Loans in accordance with the terms of this Agreement
and
customary and usual standards of practice of prudent mortgage loan
servicers. In connection with such servicing and administration, the
Master Servicer shall have full power and authority, acting alone and/or
through
Subservicers as provided in Section 3.02, subject to the terms of this
Agreement (i) to execute and deliver, on behalf of the Certificateholders
and the Trustee, customary consents or waivers and other instruments and
documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages (but only in the
manner
provided in this Agreement), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds (which for the purpose of this Section 3.01 includes
any Subsequent Recoveries), and (iv) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage
Loan; provided that the Master Servicer shall not take any action that is
inconsistent with or prejudices the interests of the Trust Fund or the
Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor, the Trustee and the Certificateholders under this
Agreement. The Master Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own interests
in mortgage loans in its own portfolio in any claim, proceeding or litigation
regarding a Mortgage Loan, and shall not make or permit any modification,
waiver
or amendment of any Mortgage Loan which would cause any REMIC created under
this
Agreement to fail to qualify as a REMIC or result in the imposition of any
tax
under section 860F(a) or section 860G(d) of the
Code. Without limiting the generality of the foregoing, the Master
Servicer, in its own name or in the name of the Depositor and the Trustee,
is
hereby authorized and empowered by the Depositor and the Trustee, when the
Master Servicer believes it appropriate in its reasonable judgment, to execute
and deliver, on behalf of the Trustee, the Depositor, the Certificateholders
or
any of them, any and all instruments of satisfaction or cancellation, or
of
partial or full release or discharge and all other comparable instruments,
with
respect to the Mortgage Loans, and with respect to the Mortgaged Properties
held
for the benefit of the Certificateholders. The Master Servicer shall
prepare and deliver to the Depositor and/or the Trustee such documents requiring
execution and delivery by either or both of them as are necessary or appropriate
to enable the Master Servicer to service and administer the Mortgage Loans
to
the extent that the Master Servicer is not permitted to execute and deliver
such
documents pursuant to the preceding sentence. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents
and
deliver them to the Master Servicer. The Master Servicer further is
authorized and empowered by the Trustee, on behalf of the Certificateholders
and
the Trustee, in its own name or in the name of the Subservicer, when the
Master
Servicer or the Subservicer, as the case may be, believes it appropriate
in its
best judgment to register any Mortgage Loan on the MERS® System, or cause the
removal from the registration of any Mortgage Loan on the MERS® System, to
execute and deliver, on behalf of the Trustee and the Certificateholders
or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name
of
MERS, solely as nominee for the Trustee and its successors and
assigns.
52
In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose
of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. The costs incurred by the Master
Servicer, if any, in effecting the timely payments of taxes and assessments
on
the Mortgaged Properties and related insurance premiums shall not, for the
purpose of calculating monthly distributions to the Certificateholders, be
added
to the Stated Principal Balances of the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit.
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of
Subservicers.
|
(a) The
Master Servicer may arrange for the subservicing of any Mortgage Loan by
a
Subservicer pursuant to a subservicing agreement; provided,
however, that such subservicing arrangement and the terms of the
related
subservicing agreement must provide for the servicing of such Mortgage Loans
in
a manner consistent with the servicing arrangements contemplated under this
Agreement; provided, however, that the NIM Insurer shall have consented to
such
subservicing agreements (which consent shall not be unreasonably
withheld). Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a Subservicer
on
behalf of the Master Servicer. Notwithstanding the provisions of any
subservicing agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Subservicer
or
reference to actions taken through a Subservicer or otherwise, the Master
Servicer shall remain obligated and liable to the Depositor, the Trustee
and the
Certificateholders for the servicing and administration of the Mortgage Loans
in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such subservicing agreements or
arrangements or by virtue of indemnification from the Subservicer and to
the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. All
actions of each Subservicer performed pursuant to the related subservicing
agreement shall be performed as an agent of the Master Servicer with the
same
force and effect as if performed directly by the Master Servicer.
(b) For
purposes of this Agreement, the Master Servicer shall be deemed to have received
any collections, recoveries or payments with respect to the Mortgage Loans
that
are received by a Subservicer regardless of whether such payments are remitted
by the Subservicer to the Master Servicer.
|
SECTION
3.03.
|
Rights
of the Depositor, the NIM Insurer and the Trustee in Respect of
the Master
Servicer.
|
The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer under this Agreement and may, but is not obligated to, perform,
or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement and in connection with any such defaulted obligation
to
exercise the related rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. None of the Trustee, the NIM Insurer or the
Depositor shall have any responsibility or liability for any action or failure
to act by the Master Servicer nor shall the Trustee or the Depositor be
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
53
|
SECTION
3.04.
|
Trustee
to Act as Master Servicer.
|
In
the
event that the Master Servicer shall for any reason no longer be the Master
Servicer under this Agreement (including by reason of an Event of Default
or
termination by the Depositor), the Trustee or its successor shall then assume
all of the rights and obligations of the Master Servicer under this Agreement
arising thereafter (except that the Trustee shall not be (i) liable for
losses of the Master Servicer pursuant to Section 3.09 or any acts or
omissions of the predecessor Master Servicer under this Agreement),
(ii) obligated to make Advances if it is prohibited from doing so by
applicable law, (iii) obligated to effectuate repurchases or substitutions
of Mortgage Loans under this Agreement including, but not limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or
2.03, (iv) responsible for expenses of the Master Servicer pursuant to
Section 2.03 or (v) deemed to have made any representations and
warranties of the Master Servicer under this Agreement). Any such
assumption shall be subject to Section 7.02. If the Master
Servicer shall for any reason no longer be the Master Servicer (including
by
reason of any Event of Default or termination by the Depositor), the Trustee
or
its successor shall succeed to any rights and obligations of the Master Servicer
under each subservicing agreement.
The
Master Servicer shall, upon request of the Trustee, but at the expense of
the
Master Servicer, deliver to the assuming party all documents and records
relating to each subservicing agreement or substitute subservicing agreement
and
the Mortgage Loans then being serviced thereunder and an accounting of amounts
collected or held by it and otherwise use its best efforts to effect the
orderly
and efficient transfer of the substitute subservicing agreement to the assuming
party.
|
SECTION
3.05.
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
Carryover Reserve Fund; Principal Reserve Fund and Supplemental
Interest
Trust.
|
(a) The
Master Servicer shall make reasonable efforts in accordance with the customary
and usual standards of practice of prudent mortgage servicers to collect
all
payments called for under the terms and provisions of the Mortgage Loans
to the
extent such procedures shall be consistent with this Agreement and the terms
and
provisions of any related Required Insurance Policy. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, subject to Section 3.20, any Prepayment Charge or penalty
interest in connection with the prepayment of a Mortgage Loan and
(ii) extend the due dates for payments due on a Mortgage Note for a period
not greater than 180 days; provided, however, that the Master
Servicer cannot extend the maturity of any such Mortgage Loan past the date
on
which the final payment is due on the latest maturing Mortgage Loan as of
the
Cut-off Date. In the event of any such arrangement, the Master
Servicer shall make Advances on the related Mortgage Loan in accordance with
the
provisions of Section 4.01 during the scheduled period in accordance with
the amortization schedule of such Mortgage Loan without modification thereof
by
reason of such arrangements. In addition, the NIM Insurer’s prior
written consent shall be required for any waiver of Prepayment Charges or
for
the extension of the due dates for payments due on a Mortgage Note, if the
aggregate number of outstanding Mortgage Loans that have been granted such
waivers or extensions exceeds 5% of the aggregate number of Mortgage
Loans. The Master Servicer shall not be required to institute or join
in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant
to
which such payment is required is prohibited by applicable law.
54
(b) The
Master Servicer shall establish and maintain a Certificate Account into which
the Master Servicer shall deposit or cause to be deposited no later than
two
Business Days after receipt (or, if (i) the current short-term credit rating
of
Countrywide from S&P is reduced below “A-2” or, if
Countrywide does not have a short-term credit rating from S&P, the current
long-term credit rating of Countrywide from S&P is reduced below “BBB+”,
(ii) the current long-term credit rating of Countrywide from Xxxxx’x is reduced
below “A3” or (iii) the current long-term credit rating of Countrywide from
Fitch is reduced below “A-”, the Master Servicer shall deposit or cause to be
deposited on a daily basis within one Business Day of receipt), except as
otherwise specifically provided in this Agreement, the following payments
and
collections remitted by Subservicers or received by it in respect of Mortgage
Loans subsequent to the Cut-off Date (other than in respect of principal
and
interest due on the Mortgage Loans on or before the Cut-off Date) and the
following amounts required to be deposited under this Agreement:
(i) all
payments on account of principal on the Mortgage Loans, including Principal
Prepayments and Prepayment Charges;
(ii) all
payments on account of interest on the Mortgage Loans, net of the related
Master
Servicing Fee, Prepayment Interest Excess and any lender paid mortgage insurance
premiums;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds, other
than
proceeds to be applied to the restoration or repair of a Mortgaged Property
or
released to the Mortgagor in accordance with the Master Servicer’s normal
servicing procedures;
(iv) any
amount required to be deposited by the Master Servicer or the Depositor in
connection with any losses on Permitted Investments for which it is
responsible;
(v) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.09(c) and in respect of net monthly income from REO Property pursuant to
Section 3.11;
(vi) all
Substitution Adjustment Amounts;
(vii) all
Advances made by the Master Servicer pursuant to Section 4.01;
and
(viii) any
other amounts required to be deposited under this Agreement.
In
addition, with respect to any Mortgage Loan that is subject to a buydown
agreement, on each Due Date for such Mortgage Loan, in addition to the monthly
payment remitted by the Mortgagor, the Master Servicer shall cause funds
to be
deposited into the Certificate Account in an amount required to cause an
amount
of interest to be paid with respect to such Mortgage Loan equal to the amount
of
interest that has accrued on such Mortgage Loan from the preceding Due Date
at
the Mortgage Rate net of the related Master Servicing Fee.
55
The
foregoing requirements for remittance by the Master Servicer shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of late payment charges or assumption fees,
if
collected, need not be remitted by the Master Servicer. In the event
that the Master Servicer shall remit any amount not required to be remitted,
it
may at any time withdraw or direct the institution maintaining the Certificate
Account to withdraw such amount from the Certificate Account, any provision
in
this Agreement to the contrary notwithstanding. Such withdrawal or
direction may be accomplished by delivering written notice thereof to the
Trustee or such other institution maintaining the Certificate Account which
describes the amounts deposited in error in the Certificate
Account. The Master Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section. All funds
deposited in the Certificate Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.08.
(c) The
Trustee shall establish and maintain, on behalf of the Holders of the Class
P
Certificates, a Principal Reserve Fund in the name of the Trustee. On
the Closing Date, the Depositor shall deposit into the Principal Reserve
Fund
$100. Funds on deposit in the Principal Reserve Fund shall not be
invested. The Principal Reserve Fund shall be treated as an “outside
reserve fund” under applicable Treasury regulations and shall not be part of any
REMIC created under this Agreement. Amounts on deposit in the
Principal Reserve Fund shall not be invested.
(d) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Distribution Account. The Trustee shall, promptly upon receipt,
deposit in the Distribution Account and retain in the Distribution Account
the
following:
(i) the
aggregate amount remitted by the Master Servicer to the Trustee pursuant
to
Section 3.08(a)(ix);
(ii) any
amount deposited by the Master Servicer or the Depositor pursuant to
Section 3.05(e) in connection with any losses on Permitted Investments for
which it is responsible; and
(iii) any
other amounts deposited hereunder which are required to be deposited in the
Distribution Account.
In
the
event that the Master Servicer shall remit any amount not required to be
remitted, it may at any time direct the Trustee to withdraw such amount from
the
Distribution Account, any provision in this Agreement to the contrary
notwithstanding. Such direction may be accomplished by delivering an
Officer’s Certificate to the Trustee which describes the amounts deposited in
error in the Distribution Account. All funds deposited in the
Distribution Account shall be held by the Trustee in trust for the
Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 3.08. In no event shall the
Trustee incur liability for withdrawals from the Distribution Account at
the
direction of the Master Servicer.
56
(e) Each
institution at which the Certificate Account or the Distribution Account
is
maintained shall invest the funds therein as directed in writing by the Master
Servicer in Permitted Investments, which shall mature not later than (i)
in the
case of the Certificate Account, the second Business Day next preceding the
related Distribution Account Deposit Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account,
then
such Permitted Investment shall mature not later than the Business Day next
preceding such Distribution Account Deposit Date) and (ii) in the case of
the
Distribution Account, the Business Day next preceding the Distribution Date
(except that if such Permitted Investment is an obligation of the institution
that maintains such fund or account, then such Permitted Investment shall
mature
not later than such Distribution Date) and, in each case, shall not be sold
or
disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gain net of any losses realized
from any such investment of funds on deposit in the Certificate Account,
or the
Distribution Account shall be for the benefit of the Master Servicer as
servicing compensation and shall be remitted to it monthly as provided in
this
Agreement. The amount of any realized losses in the Certificate
Account or the Distribution Account incurred in any such account in respect
of
any such investments shall promptly be deposited by the Master Servicer in
the
Certificate Account or paid to the Trustee for deposit into the Distribution
Account, as applicable. The Trustee in its fiduciary capacity shall
not be liable for the amount of any loss incurred in respect of any investment
or lack of investment of funds held in the Certificate Account or the
Distribution Account and made in accordance with this Section 3.05.
(f) The
Master Servicer shall give notice to the Trustee, each Seller, each Rating
Agency and the Depositor of any proposed change of the location of the
Certificate Account prior to any change thereof. The Trustee shall
give notice to the Master Servicer, each Seller, each Rating Agency and the
Depositor of any proposed change of the location of the Distribution Account
or
the Carryover Reserve Fund or the Derivative Account prior to any change
thereof.
(g) On
the Closing Date, the Trustee shall establish and maintain in its name, in
trust
for the benefit of the Holders of the LIBOR Certificates, the Carryover Reserve
Fund and shall deposit $1,000 therein upon receipt from or on behalf of the
Depositor of such amount. The Carryover Reserve Fund shall be an
Eligible Account, and funds on deposit therein shall be held separate and
apart
from, and shall not be commingled with, any other moneys, including without
limitation, other moneys held by the Trustee pursuant to this
Agreement.
Funds
in
the Carryover Reserve Fund may be invested in Permitted Investments at the
direction of a Majority in Interest of the Holders of the Class C Certificates,
which Permitted Investments shall mature not later than the Business Day
immediately preceding the first Distribution Date that follows the date of
such
investment (except that if such Permitted Investment is an obligation of
the
institution that maintains the Carryover Reserve Fund, then such Permitted
Investment shall mature not later than such Distribution Date) and shall
not be
sold or disposed of prior to maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the Holders
of the
Class C Certificates. In the absence of such written direction, all funds
in the
Carryover Reserve Fund shall be invested by the Trustee in The Bank of New
York
cash reserves. Any net investment earnings on such amounts shall be
retained therein until withdrawn as provided in Section 3.08. Any
losses incurred in the Carryover Reserve Fund in respect of any such investments
shall be charged against amounts on deposit in the Carryover Reserve Fund
(or
such investments) immediately as realized. The Trustee shall not be
liable for the amount of any loss incurred in respect of any investment or
lack
of investment of funds held in the Carryover Reserve Fund and made in accordance
with this Section 3.05. The Carryover Reserve Fund will not
constitute an asset of any REMIC created hereunder. The Class C
Certificates shall evidence ownership of the Carryover Reserve Fund for federal
tax purposes.
57
(h) On
the Closing Date, there is hereby established a separate trust (the
“Supplemental Interest Trust”), the assets of which shall consist of the
Derivative Account and the Supplemental Interest Trustee’s rights and
obligations under each Derivative Agreement. The Supplemental
Interest Trust shall be maintained by the Supplemental Interest Trustee,
who
initially shall be the Trustee.
On
the
Closing Date, the Supplemental Interest Trustee shall establish and maintain
a
separate, segregated trust account to be held in the Supplemental Interest
Trust, titled “The Derivative Account, The Bank of New York, as Supplemental
Interest Trustee, in trust for the Counterparty and the registered holders
of
the CWALT, Inc., Mortgage Pass-Through Certificates, Series
2007-HY6”.
The
Derivative Account shall be an Eligible Account and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with,
any
other moneys, including, without limitation, other moneys held by the Trustee
pursuant to this Agreement. For federal income tax purposes, the
Supplemental Interest Trust, including the Derivative Account, shall be owned
by
the Underwriter.
On
each
Distribution Date, the Trustee shall make the deposit to the Derivative Account
required by Section 4.02. On each Distribution Date, the Supplemental
Interest Trustee shall deposit into the Derivative Account all amounts received
in respect of the Derivative Agreements from the Counterparty for the related
Accrual Period. The Supplemental Interest Trustee shall make withdrawals
from
the Derivative Account to make distributions pursuant to Section 4.02(e)
exclusively (other than as expressly provided for in Section
3.08). Notwithstanding anything to the contrary in this Agreement,
the Supplemental Interest Trustee shall be allowed to transfer funds in the
Derivative Account to the Trustee to facilitate, for administrative purposes,
distribution of such funds to Certificateholders through the Distribution
Account.
Funds
in
the Derivative Account shall not be invested.
|
SECTION
3.06.
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts.
|
(a) To
the extent required by the related Mortgage Note and not violative of current
law, the Master Servicer shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing in this Agreement shall require the Master
Servicer to compel a Mortgagor to establish an Escrow Account in violation
of
applicable law.
58
(b) Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Master Servicer
out
of related collections for any payments made pursuant to Sections 3.01
(with respect to taxes and assessments and insurance premiums) and 3.09 (with
respect to hazard insurance), to refund to any Mortgagors any sums determined
to
be overages, to pay interest, if required by law or the terms of the related
Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account
or to
clear and terminate the Escrow Account at the termination of this Agreement
in
accordance with Section 9.01. The Escrow Accounts shall not be a
part of the Trust Fund.
(c) The
Master Servicer shall advance any payments referred to in Section 3.06(a)
that are not timely paid by the Mortgagors on the date when the tax, premium
or
other cost for which such payment is intended is due, but the Master Servicer
shall be required so to advance only to the extent that such advances, in
the
good faith judgment of the Master Servicer, will be recoverable by the Master
Servicer out of Insurance Proceeds, Liquidation Proceeds or
otherwise.
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
The
Master Servicer shall afford each Seller, the Depositor, the NIM Insurer
and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information and other matters
relating to this Agreement, such access being afforded without charge, but
only
upon reasonable request and during normal business hours at the office
designated by the Master Servicer.
Upon
reasonable advance notice in writing, the Master Servicer will provide to
each
Certificateholder and/or Certificate Owner which is a savings and loan
association, bank or insurance company certain reports and reasonable access
to
information and documentation regarding the Mortgage Loans sufficient to
permit
such Certificateholder and/or Certificate Owner to comply with applicable
regulations of the OTS or other regulatory authorities with respect to
investment in the Certificates; provided that the Master Servicer shall be
entitled to be reimbursed by each such Certificateholder and/or Certificate
Owner for actual expenses incurred by the Master Servicer in providing such
reports and access. Upon request, the Master Servicer shall furnish
to the Trustee and the NIM Insurer its most recent publicly available financial
statements and any other information relating to its capacity to perform
its
obligations under this Agreement reasonably requested by the NIM
Insurer.
|
SECTION
3.08.
|
Permitted
Withdrawals from the Certificate Account, the Distribution Account,
the
Carryover Reserve Fund; the Principal Reserve Fund and the Derivative
Account.
|
(a) The
Master Servicer may from time to time make withdrawals from the Certificate
Account for the following purposes:
(i) to
pay to the Master Servicer (to the extent not previously retained by the
Master
Servicer) the servicing compensation to which it is entitled pursuant to
Section
3.14 and to pay to the Master Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the
Certificate Account;
59
(ii) to
reimburse each of the Master Servicer and the Trustee for unreimbursed Advances
made by it, such right of reimbursement pursuant to this subclause (ii) being
limited to amounts received on the Mortgage Loan(s) in respect of which any
such
Advance was made;
(iii) to
reimburse each of the Master Servicer and the Trustee for any Nonrecoverable
Advance previously made by it;
(iv) to
reimburse the Master Servicer for Insured Expenses from the related Insurance
Proceeds;
(v) to
reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the
Master Servicer’s right to reimbursement pursuant to this clause (a) with
respect to any Mortgage Loan being limited to amounts received on such Mortgage
Loan(s) that represent late recoveries of the payments for which such advances
were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Master
Servicing Fees as provided in Section 3.11;
(vi) to
pay to the purchaser, with respect to each Mortgage Loan or property acquired
in
respect thereof that has been purchased pursuant to Section 2.02, 2.03 or
3.11,
all amounts received on such Mortgage Loan after the date of such
purchase;
(vii) to
reimburse the Sellers, the Master Servicer, the NIM Insurer or the Depositor
for
expenses incurred by any of them and reimbursable pursuant to Section
6.03;
(viii) to
withdraw any amount deposited in the Certificate Account and not required
to be
deposited in the Certificate Account;
(ix) on
or prior to the Distribution Account Deposit Date, to withdraw an amount
equal
to the related Available Funds, the related Prepayment Charge Amount and
the
Trustee Fee for such Distribution Date and remit such amount to the Trustee
for
deposit in the Distribution Account; and
(x) to
clear and terminate the Certificate Account upon termination of this Agreement
pursuant to Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the
Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and
(vi). Prior to making any withdrawal from the Certificate Account
pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee
an
Officer’s Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Master Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loans(s), and their respective
portions of such Nonrecoverable Advance.
60
(b) The
Trustee shall withdraw funds from the Distribution Account for distributions
to
Certificateholders and remittance to the Derivative Account, in the manner
specified in this Agreement (and to withhold from the amounts so withdrawn,
the
amount of any taxes that it is authorized to withhold pursuant to the third
paragraph of Section 8.11). In addition, the Trustee may from time to
time make withdrawals from the Distribution Account for the following
purposes:
(i) to
pay to itself the Trustee Fee for the related Distribution Date;
(ii) to
pay to the Master Servicer as additional servicing compensation earnings
on or
investment income with respect to funds in the Distribution
Account;
(iii) to
withdraw and return to the Master Servicer any amount deposited in the
Distribution Account and not required to be deposited therein;
(iv) to
reimburse the Trustee for any unreimbursed Advances made by it pursuant to
Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause
(iv) being limited to (x) amounts received on the related Mortgage Loan(s)
in
respect of which any such Advance was made and (y) amounts not otherwise
reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof;
(v) to
reimburse the Trustee for any Nonrecoverable Advance previously made by the
Trustee pursuant to Section 4.01(b) hereof, such right of reimbursement pursuant
to this subclause (v) being limited to amounts not otherwise reimbursed to
the
Trustee pursuant to Section 3.08(a)(iii) hereof; and
(vi) to
clear and terminate the Distribution Account upon termination of this Agreement
pursuant to Section 9.01.
(c) The
Trustee shall withdraw funds from the Carryover Reserve Fund for distribution
to
the LIBOR Certificates and the Class C Certificates in the manner specified
in
Section 4.02(d) (and to withhold from the amounts so withdrawn the amount
of any
taxes that it is authorized to retain pursuant to the third paragraph of
Section
8.11). In addition, the Trustee may from time to time make
withdrawals from the Carryover Reserve Fund for the following
purposes:
(i) to
withdraw any amount deposited in the Carryover Reserve Fund and not required
to
be deposited therein; and
(ii) to
clear and terminate the Carryover Reserve Fund upon the termination of this
Agreement pursuant to Section 9.01.
(d) The
Supplemental Interest Trustee shall withdraw funds from the Derivative Account
for distribution to the Counterparty and the LIBOR Certificates in the manner
specified in Section 4.02(e) (and to withhold from the amounts so withdrawn
the
amount of any taxes that it is authorized to retain pursuant to the third
paragraph of Section 8.11). In addition, the Supplemental Interest
Trustee may from time to time make withdrawals from the Derivative Account
for
the following purposes:
61
(i) to
withdraw any amount deposited in the Derivative Account and not required
to be
deposited therein; and
(ii) to
clear and terminate the Derivative Account upon the earlier of (A) the Corridor
Contract Termination Date and (B) the termination of this Agreement pursuant
to
Section 9.01.
(e) On
the Business Day before the Class P Principal Distribution Date, the Trustee
shall transfer $100.00 from the Principal Reserve Fund to the Distribution
Account and shall distribute such amount to the Class P Certificates on the
Class P Principal Distribution Date. Following the distribution to be
made in accordance with the preceding sentence, the Trustee shall then terminate
the Principal Reserve Fund.
|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
(a) The
Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
insurance with extended coverage in an amount that is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan or (ii) the greater of (y) the outstanding principal
balance of the Mortgage Loan and (z) an amount such that the proceeds of
such policy shall be sufficient to prevent the Mortgagor and/or the mortgagee
from becoming a co-insurer. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains,
a
standard mortgagee clause. Any amounts collected by the Master
Servicer under any such policies (other than the amounts to be applied to
the
restoration or repair of the related Mortgaged Property or amounts released
to
the Mortgagor in accordance with the Master Servicer’s normal servicing
procedures) shall be deposited in the Certificate Account. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not,
for
the purpose of calculating monthly distributions to the Certificateholders
or
remittances to the Trustee for their benefit, be added to the principal balance
of the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan
so
permit. Such costs shall be recoverable by the Master Servicer out of
late payments by the related Mortgagor or out of proceeds of liquidation
of the
Mortgage Loan or Subsequent Recoveries to the extent permitted by
Section 3.08. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained
on
property acquired in respect of a Mortgage other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property is
located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such
flood insurance shall be in an amount equal to the least of (i) the outstanding
principal balance of the related Mortgage Loan, (ii) the replacement value
of
the improvements which are part of such Mortgaged Property, and (iii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program.
(b) [Reserved].
(c) The
Master Servicer shall not take any action which would result in non-coverage
under any applicable Primary Insurance Policy of any loss which, but for
the
actions of the Master Servicer, would have been covered
thereunder. The Master Servicer shall not cancel or refuse to renew
any such Primary Insurance Policy that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with a Qualified Insurer.
62
Except
with respect to any Lender PMI Mortgage Loans, the Master Servicer shall
not be
required to maintain any Primary Insurance Policy (i) with respect to any
Mortgage Loan with a Loan-to-Value Ratio less than or equal to 80% as of
any
date of determination or, based on a new appraisal, the principal balance
of
such Mortgage Loan represents 80% or less of the new appraised value or
(ii) if maintaining such Primary Insurance Policy is prohibited by
applicable law. With respect to the Lender PMI Mortgage Loans, the
Master Servicer shall maintain the Primary Insurance Policy for the life
of such
Mortgage Loans, unless otherwise provided for in the related Mortgage Note
or
prohibited by law.
The
Master Servicer agrees to effect the timely payment of the premiums on each
Primary Insurance Policy, and such costs not otherwise recoverable shall
be
recoverable by the Master Servicer from the related proceeds of liquidation
and
Subsequent Recoveries.
(d) In
connection with its activities as Master Servicer of the Mortgage Loans,
the
Master Servicer agrees to present on behalf of itself, the Trustee and
Certificateholders, claims to the insurer under any Primary Insurance Policies
and, in this regard, to take such reasonable action as shall be necessary
to
permit recovery under any Primary Insurance Policies respecting defaulted
Mortgage Loans. Any amounts collected by the Master Servicer under
any Primary Insurance Policies shall be deposited in the Certificate
Account.
|
SECTION
3.10.
|
Enforcement
of Due-on-Sale Clauses; Assumption
Agreements.
|
(a) Except
as otherwise provided in this Section, when any property subject to a Mortgage
has been conveyed by the Mortgagor, the Master Servicer shall to the extent
that
it has knowledge of such conveyance, enforce any due-on-sale clause contained
in
any Mortgage Note or Mortgage, to the extent permitted under applicable law
and
governmental regulations, but only to the extent that such enforcement will
not
adversely affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing, the Master Servicer is not
required to exercise such rights with respect to a Mortgage Loan if the Person
to whom the related Mortgaged Property has been conveyed or is proposed to
be
conveyed satisfies the terms and conditions contained in the Mortgage Note
and
Mortgage related thereto and the consent of the mortgagee under such Mortgage
Note or Mortgage is not otherwise so required under such Mortgage Note or
Mortgage as a condition to such transfer. In the event that the
Master Servicer is prohibited by law from enforcing any such due-on-sale
clause,
or if coverage under any Required Insurance Policy would be adversely affected,
or if nonenforcement is otherwise permitted hereunder, the Master Servicer
is
authorized, subject to Section 3.10(b), to take or enter into an assumption
and modification agreement from or with the person to whom such property
has
been or is about to be conveyed, pursuant to which such person becomes liable
under the Mortgage Note and, unless prohibited by applicable state law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue
to be covered (if so covered before the Master Servicer enters such agreement)
by the applicable Required Insurance Policies. The Master Servicer,
subject to Section 3.10(b), is also authorized with the prior approval of
the insurers under any Required Insurance Policies to enter into a substitution
of liability agreement with such Person, pursuant to which the original
Mortgagor is released from liability and such Person is substituted as Mortgagor
and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Master Servicer shall not be deemed to be in default under
this
Section by reason of any transfer or assumption which the Master Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever.
63
(b) Subject
to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
set forth in Section 3.10(a), in any case in which a Mortgaged Property has
been conveyed to a Person by a Mortgagor, and such Person is to enter into
an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Master Servicer shall prepare and deliver
or
cause to be prepared and delivered to the Trustee for signature and shall
direct, in writing, the Trustee to execute the assumption agreement with
the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments
as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person. In
connection with any such assumption, no material term of the Mortgage Note
may
be changed. In addition, the substitute Mortgagor and the Mortgaged
Property must be acceptable to the Master Servicer in accordance with its
underwriting standards as then in effect. Together with each such
substitution, assumption or other agreement or instrument delivered to the
Trustee for execution by it, the Master Servicer shall deliver an Officer’s
Certificate signed by a Servicing Officer stating that the requirements of
this
subsection have been met in connection therewith. The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement
has
been completed by forwarding to the Trustee the original of such substitution
or
assumption agreement, which in the case of the original shall be added to
the
related Mortgage File and shall, for all purposes, be considered a part of
such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer
for entering into an assumption or substitution of liability agreement will
be
retained by the Master Servicer as additional servicing
compensation.
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer
shall
follow such practices and procedures as it shall deem necessary or advisable
and
as shall be normal and usual in its general mortgage servicing activities
and
meet the requirements of the insurer under any Required Insurance Policy;
provided, however, that the Master Servicer shall not be required to expend
its
own funds in connection with any foreclosure or towards the restoration of
any
property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will
be
recoverable to it through the proceeds of liquidation of the Mortgage Loan
and
Subsequent Recoveries (respecting which it shall have priority for purposes
of
withdrawals from the Certificate Account). The Master Servicer shall
be responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that it shall be entitled to reimbursement
thereof from the proceeds of liquidation of the Mortgage Loan and Subsequent
Recoveries with respect to the related Mortgaged Property, as provided in
the
definition of Liquidation Proceeds. If the Master Servicer has
knowledge that a Mortgaged Property which the Master Servicer is contemplating
acquiring in foreclosure or by deed in lieu of foreclosure is located within
a 1
mile radius of any site listed in the Expenditure Plan for the Hazardous
Substance Clean Up Bond Act of 1984 or other site with environmental or
hazardous waste risks known to the Master Servicer, the Master Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review
procedures.
64
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the Certificateholders, or its
nominee, on behalf of the Certificateholders. The Trustee’s name
shall be placed on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The Master Servicer
shall ensure that the title to such REO Property references the Pooling and
Servicing Agreement and the Trustee’s capacity thereunder. The Master
Servicer shall allow any REO Property that was subject to a lease at the
time of
acquisition through foreclosure or deed-in-lieu of foreclosure to continue
to be
rented pursuant to such lease, but upon the expiration of such lease, the
Master
Servicer shall not take any action to rent the related REO
Property. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall either itself or through an agent selected by the Master
Servicer protect and conserve such REO Property in the same manner and to
such
extent as is customary in the locality where such REO Property is
located. The Master Servicer shall prepare for and deliver to the
Trustee a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred in
connection with the maintenance of such REO Property at such times as is
necessary to enable the Trustee to comply with the reporting requirements
of the
REMIC Provisions. Any net monthly income from such REO Property shall
be deposited in the Certificate Account no later than the close of business
on
each Determination Date. The Master Servicer shall perform the tax
reporting and withholding required by Sections 1445 and 6050J of the Code
with
respect to foreclosures and abandonments, the tax reporting required by Section
6050H of the Code with respect to the receipt of mortgage interest from
individuals and any tax reporting required by Section 6050P of the Code with
respect to the cancellation of indebtedness by certain financial entities,
by
preparing such tax and information returns as may be required, in the form
required, and delivering the same to the Trustee for filing.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage
Loan,
the Master Servicer shall dispose of such Mortgaged Property as soon as
practicable in a manner that maximizes the Liquidation Proceeds thereof,
but in
no event later than three years after its acquisition by the Trust
Fund. In the event that the Trustee shall have been supplied with an
Opinion of Counsel to the effect that the holding by the Trust Fund of such
Mortgaged Property subsequent to a three-year period, if applicable, will
not
result in the imposition of taxes on “prohibited transactions” of any REMIC
hereunder as defined in Section 860F of the Code or cause any REMIC hereunder
to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
then the Trust Fund may continue to hold such Mortgaged Property (subject
to any
conditions contained in such Opinion of Counsel) after the expiration of
such
three-year period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust Fund shall be allowed
to
continue to be rented or otherwise used for the production of income by or
on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject
any REMIC hereunder to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c)
of
the Code or otherwise, unless the Master Servicer has agreed to indemnify
and
hold harmless the Trust Fund with respect to the imposition of any such
taxes.
65
In
the
event of a default on a Mortgage Loan one or more of whose obligor is not
a
United States Person, as that term is defined in Section 7701(a)(30) of the
Code, in connection with any foreclosure or acquisition of a deed in lieu
of
foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
Master Servicer will cause compliance with the provisions of Treasury Regulation
Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that
no
withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such foreclosure
are
required to be remitted to the obligors on such Mortgage Loan.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan
shall
be subject to a determination by the Master Servicer that the proceeds of
such
foreclosure would exceed the costs and expenses of bringing such a
proceeding. The income earned from the rental of any REO Properties,
net of reimbursement to the Master Servicer for expenses incurred (including
any
property or other taxes) in connection with such management and net of
unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall
be
applied to the payment of principal of and interest on the related defaulted
Mortgage Loans (with interest accruing as though such Mortgage Loans were
still
current) and all such income shall be deemed, for all purposes in this
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the Certificate
Account. To the extent the net income received during any calendar
month is in excess of the amount attributable to amortizing principal and
accrued interest at the related Mortgage Rate on the related Mortgage Loan
for
such calendar month, such excess shall be considered to be a partial prepayment
of principal of the related Mortgage Loan.
The
proceeds from any liquidation of a Mortgage Loan, as well as any income from
an
REO Property, will be applied in the following order of priority: first,
to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Master Servicing Fees; second, to reimburse the Master Servicer or the
Trustee for any unreimbursed Advances; third, to reimburse the Certificate
Account for any Nonrecoverable Advances (or portions thereof) that were
previously withdrawn by the Master Servicer or the Trustee pursuant to
Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued
and unpaid interest (to the extent no Advance has been made for such amount
or
any such Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in
the
month in which such amounts are required to be distributed; and fifth, as
a
recovery of principal of the Mortgage Loan. Excess Proceeds, if any,
from the liquidation of a Liquidated Mortgage Loan will be retained by the
Master Servicer as additional servicing compensation pursuant to Section
3.14.
66
The
Master Servicer, in its sole discretion, shall have the right to purchase
for
its own account from the Trust Fund any Mortgage Loan which is 151 days or
more
delinquent at a price equal to the Purchase Price; provided, however, that
the
Master Servicer may only exercise this right on or before the next to the
last
day of the calendar month in which such Mortgage Loan became 151 days delinquent
(such month, the “Eligible Repurchase Month”); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may
be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any Mortgage Loan
purchased under this Section 3.11 shall be deposited in the Certificate Account
and the Trustee, upon receipt of a certificate from the Master Servicer in
the
form of Exhibit N to this Agreement, shall release or cause to be released
to the purchaser of such Mortgage Loan the related Mortgage File and shall
execute and deliver such instruments of transfer or assignment prepared by
the
purchaser of such Mortgage Loan, in each case without recourse, as shall
be
necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan
released pursuant hereto and the purchaser of such Mortgage Loan shall succeed
to all the Trustee’s right, title and interest in and to such Mortgage Loan and
all security and documents related thereto. Such assignment shall be
an assignment outright and not for security. The purchaser of such
Mortgage Loan shall thereupon own such Mortgage Loan, and all security and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
(b) Countrywide
is permitted to solicit Mortgagors for reductions to the Mortgage Rates of
their
respective Mortgage Loans so long as the Mortgagors are not selected for
solicitation based on the inclusion of the related Mortgage Loans in the
Trust
Fund. If a Mortgagor requests a reduction to the Mortgage Rate for
the related Mortgage Loan, the Master Servicer shall agree to a reduction
in the
Mortgage Rate of that Mortgage Loan (the “Modified Mortgage Loan”) if (i) no
monetary default exists with respect to such Mortgage Loan and (ii) Countrywide,
in its corporate capacity, agrees to purchase the Modified Mortgage Loan
from
the Trust Fund immediately following the modification as described
below. Effective immediately after the modification, and, in any
event, on the same Business Day on which the modification occurs, all interest
of the Trustee in the Modified Mortgage Loan shall automatically be deemed
transferred and assigned to Countrywide and all benefits and burdens of
ownership thereof, including the right to accrued interest thereon from the
date
of modification and the risk of default thereon, shall pass to
Countrywide. The Master Servicer shall promptly deliver to the
Trustee a certification of a Servicing Officer to the effect that all
requirements of this paragraph have been satisfied with respect to the Modified
Mortgage Loan. For federal income tax purposes, the Trustee shall
account for such purchase as a prepayment in full of the Modified Mortgage
Loan.
Countrywide
shall remit the Purchase Price for any Modified Mortgage Loan to the Master
Servicer for deposit into the Certificate Account pursuant to Section 3.05
within one Business Day after the purchase of the Modified Mortgage
Loan. Upon receipt by the Trustee of written notification of any such
deposit signed by a Servicing Officer, the Trustee shall release to Countrywide
the related Mortgage File and shall execute and deliver such instruments
of
transfer or assignment, in each case without recourse, as shall be necessary
to
vest in Countrywide any Modified Mortgage Loan previously transferred and
assigned pursuant hereto. Countrywide covenants and agrees to
indemnify the Trust Fund against any liability for any “prohibited transaction”
taxes and any related interest, additions, and penalties imposed on the Trust
Fund established hereunder as a result of any modification of a Mortgage
Loan
effected pursuant to this subsection (b), any holding of a Modified Mortgage
Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by
Countrywide (but such obligation shall not prevent Countrywide or any other
appropriate Person from in good faith contesting any such tax in appropriate
proceedings and shall not prevent Countrywide from withholding payment of
such
tax, if permitted by law, pending the outcome of such
proceedings). Countrywide shall have no right of reimbursement for
any amount paid pursuant to the foregoing indemnification, except to the
extent
that the amount of any tax, interest, and penalties, together with interest
thereon, is refunded to the Trust Fund or Countrywide. Nothing in
this Section 3.11(b) restricts the ability of the Master Servicer to modify
a
Mortgage Loan in a manner that is consistent with the servicing standard
set
forth in Section 3.01; provided, however, that Countrywide shall have no
obligation to purchase any such modified Mortgage Loan.
67
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage
Files.
|
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a
notification that payment in full will be escrowed in a manner customary
for
such purposes, the Master Servicer will immediately notify the Trustee by
delivering, or causing to be delivered a “Request for Release” substantially in
the form of Exhibit N of this Agreement. Upon receipt of such
request, the Trustee shall promptly release the related Mortgage File to
the
Master Servicer, and the Trustee shall at the Master Servicer’s direction
execute and deliver to the Master Servicer the request for reconveyance,
deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage in each case provided by the Master Servicer, together
with the Mortgage Note with written evidence of cancellation on the Mortgage
Note. The Master Servicer is authorized to cause the removal from the
registration on the MERS® System of such Mortgage and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any and
all
instruments of satisfaction or cancellation or of partial or full
release. Expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the related
Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance, any fidelity bond or errors
or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, upon delivery to the Trustee
of a Request for Release in the form of Exhibit M signed by a Servicing
Officer, release the Mortgage File to the Master Servicer. Subject to
the further limitations set forth below, the Master Servicer shall cause
the
Mortgage File or documents so released to be returned to the Trustee when
the
need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan
is liquidated and the proceeds thereof are deposited in the Certificate Account,
in which case the Master Servicer shall deliver to the Trustee a Request
for
Release in the form of Exhibit N, signed by a Servicing
Officer.
If
the
Master Servicer at any time seeks to initiate a foreclosure proceeding in
respect of any Mortgaged Property as authorized by this Agreement, the Master
Servicer shall deliver or cause to be delivered to the Trustee, for signature,
as appropriate, any court pleadings, requests for trustee’s sale or other
documents necessary to effectuate such foreclosure or any legal action brought
to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
or
to obtain a deficiency judgment or to enforce any other remedies or rights
provided by the Mortgage Note or the Mortgage or otherwise available at law
or
in equity.
68
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.
|
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit
to
the Trustee as required by this Agreement all documents and instruments in
respect of a Mortgage Loan coming into the possession of the Master Servicer
from time to time and shall account fully to the Trustee for any funds received
by the Master Servicer or which otherwise are collected by the Master Servicer
as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
of any Mortgage Loan. All Mortgage Files and funds collected or held
by, or under the control of, the Master Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or
from
Liquidation Proceeds and any Subsequent Recoveries, including but not limited
to, any funds on deposit in the Certificate Account, shall be held by the
Master
Servicer for and on behalf of the Trustee and shall be and remain the sole
and
exclusive property of the Trustee, subject to the applicable provisions of
this
Agreement. The Master Servicer also agrees that it shall not create,
incur or subject any Mortgage File or any funds that are deposited in the
Certificate Account, Distribution Account or any Escrow Account, or any funds
that otherwise are or may become due or payable to the Trustee for the benefit
of the Certificateholders, to any claim, lien, security interest, judgment,
levy, writ of attachment or other encumbrance, or assert by legal action
or
otherwise any claim or right of setoff against any Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that
the
Master Servicer shall be entitled to set off against and deduct from any
such
funds any amounts that are properly due and payable to the Master Servicer
under
this Agreement.
|
SECTION
3.14.
|
Servicing
Compensation.
|
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the Certificate Account an amount equal to the
Master
Servicing Fee; provided, that the aggregate Master Servicing Fee with respect
to
any Distribution Date shall be reduced (i) by an amount equal to the aggregate
of the Prepayment Interest Shortfalls, if any, with respect to such Distribution
Date, but not by more than the Compensating Interest for that Distribution
Date,
and (ii) with respect to the first Distribution Date, an amount equal to
any
amount to be deposited into the Distribution Account by the Depositor pursuant
to Section 2.01(a) and not so deposited.
Additional
servicing compensation in the form of Excess Proceeds, Prepayment Interest
Excess, assumption fees, late payment charges and all income and gain net
of any
losses realized from Permitted Investments on the Certificate Account and
the
Distribution Account shall be retained by the Master Servicer to the extent
not
required to be deposited in the Certificate Account pursuant to Section
3.05. The Master Servicer shall be required to pay all expenses
incurred by it in connection with its master servicing activities hereunder
(including payment of any premiums for hazard insurance and any Primary
Insurance Policy and maintenance of the other forms of insurance coverage
required by this Agreement) and shall not be entitled to reimbursement therefor
except as specifically provided in this Agreement.
69
|
SECTION
3.15.
|
Access
to Certain Documentation.
|
The
Master Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders and/or Certificate Owners and
the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation regarding the Mortgage Loans required
by applicable regulations of the OTS and the FDIC. Such access shall
be afforded without charge, but only upon reasonable and prior written request
and during normal business hours at the offices designated by the Master
Servicer. Nothing in this Section shall limit the obligation of the
Master Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors and the failure of the Master Servicer
to
provide access as provided in this Section as a result of such obligation
shall
not constitute a breach of this Section.
|
SECTION
3.16.
|
Annual
Statement as to Compliance.
|
(a) The
Master Servicer shall deliver to the Depositor and the Trustee on or before
March 15 of each year, commencing with its 2008 fiscal year, an Officer’s
Certificate stating, as to the signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year (or
applicable portion thereof) and of the performance of the Master Servicer
under
this Agreement, has been made under such officer’s supervision and (ii) to the
best of such officer’s knowledge, based on such review, the Master Servicer has
fulfilled all its obligations under this Agreement, in all material respects
throughout such year (or applicable portion thereof), or, if there has been
a
failure to fulfill any such obligation in any material respect, specifying
each
such failure known to such officer and the nature and status
thereof.
(b) The
Master Servicer shall cause each Subservicer to deliver to the Depositor
and the
Trustee on or before March 15 of each year, commencing with its 2008 fiscal
year, an Officer’s Certificate stating, as to the signer thereof, that (i) a
review of the activities of such Subservicer during the preceding calendar
year
(or applicable portion thereof) and of the performance of the Subservicer
under
the applicable Subservicing Agreement or primary servicing agreement, has
been
made under such officer’s supervision and (ii) to the best of such officer’s
knowledge, based on such review, such Subservicer has fulfilled all its
obligations under the applicable Subservicing Agreement or primary servicing
agreement, in all material respects throughout such year (or applicable portion
thereof), or, if there has been a failure to fulfill any such obligation
in any
material respect, specifying each such failure known to such officer and
the
nature and status thereof.
(c) The
Trustee shall forward a copy of each such statement to each Rating
Agency.
|
SECTION
3.17.
|
Errors
and Omissions Insurance; Fidelity
Bonds.
|
The
Master Servicer shall for so long as it acts as master servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations
as
Master Servicer hereunder and (b) a fidelity bond in respect of its
officers, employees and agents. Each such policy or policies and bond
shall, together, comply with the requirements from time to time of FNMA or
FHLMC
for persons performing servicing for mortgage loans purchased by FNMA or
FHLMC. In the event that any such policy or bond ceases to be in
effect, the Master Servicer shall obtain a comparable replacement policy
or bond
from an insurer or issuer, meeting the requirements set forth above as of
the
date of such replacement.
70
|
SECTION
3.18.
|
Notification
of Adjustments.
|
On
each
Adjustment Date, the Master Servicer shall make interest rate and scheduled
payment adjustments for each Mortgage Loan in compliance with the requirements
of the related Mortgage and Mortgage Note and applicable
regulations. The Master Servicer shall execute and deliver the
notices required by each Mortgage and Mortgage Note and applicable regulations
regarding interest rate adjustments. The Master Servicer also shall
provide timely notification to the Trustee of all applicable data and
information regarding such interest rate adjustments and the Master Servicer’s
methods of implementing such interest rate adjustments. Upon the
discovery by the Master Servicer or the Trustee that the Master Servicer
has
failed to adjust or has incorrectly adjusted a Mortgage Rate or a monthly
payment pursuant to the terms of the related Mortgage Note and Mortgage,
the
Master Servicer shall immediately deposit in the Certificate Account from
its
own funds the amount of any interest loss caused thereby without reimbursement
therefor; provided, however, the Master Servicer shall be held harmless with
respect to any interest rate adjustments made by any servicer prior to the
Master Servicer.
|
SECTION
3.19.
|
The
Derivative Agreements.
|
No
later
than two Business Days following each Distribution Date, the Trustee shall
provide the Supplemental Interest Trustee with information regarding the
aggregate Class Certificate Balance of the LIBOR Certificates after all
distributions on such Distribution Date.
Upon
the
Supplemental Interest Trustee obtaining actual knowledge of a Collateral
Event
(as defined in the ISDA Master Agreement), the Supplemental Interest Trustee
shall (i) demand delivery of the Delivery Amount (as defined in ISDA Master
Agreement) from the Counterparty on each Valuation Date (as defined in the
ISDA
Master Agreement), if applicable, (ii) deliver to the Counterparty the Return
Amount (as defined in the ISDA Master Agreement) on each Valuation Date,
if
applicable, as well as Distributions and the Interest Amount (each as defined
in
the ISDA Master Agreement), to the extent required under the ISDA Master
Agreement and (iii) take such other action required under the ISDA Master
Agreement. If a Delivery Amount is demanded under the ISDA Master
Agreement, the Supplemental Interest Trustee shall open and maintain a
segregated account meeting the requirements set forth in the ISDA Master
Agreement to hold cash and other eligible investments pledged under the ISDA
Master Agreement. Any cash or other Eligible Collateral (as defined
in the ISDA Master Agreement) pledged under the ISDA Master Agreement shall
not
be part of the Distribution Account or the Derivative Account unless an Early
Termination Date (as defined in the ISDA Master Agreement) due to an Event
of
Default or Specified Condition (each as defined in the ISDA Master Agreement)
in
respect of the Counterparty has occurred under the ISDA Master Agreement
and the
Counterparty fails to make timely payment of any Swap Termination
Payment. If Eligible Collateral with a Value (as defined in the ISDA
Master Agreement) equal to the Delivery Amount is not delivered to the
Supplemental Interest Trustee by the Counterparty, the Supplemental Interest
Trustee shall notify the Counterparty and Countrywide of such
failure.
Upon
the
Supplemental Interest Trustee obtaining actual knowledge of an Event of Default
or Termination Event (each as defined in the ISDA Master Agreement) under
the
ISDA Master Agreement for which the Supplemental Interest Trustee has the
right
to designate an Early Termination Date (as defined in the ISDA Master
Agreement), the Supplemental Interest Trustee shall act at the written direction
of Countrywide as to whether to designate an Early Termination Date; provided,
however, that, following such Event of Default or Termination Event and before
designating an Early Termination Date, the Trustee or the Supplemental Interest
Trustee shall provide written notice to each Rating Agency. Following
the designation of an Early Termination Date, (i) the Supplemental Interest
Trustee shall use its reasonable best efforts to enforce its rights under
the
ISDA Master Agreement consistent with the terms hereof, (ii) Countrywide
shall
assist the Supplemental Interest Trustee in procuring a replacement derivative
agreement with terms that are substantially the same as those of the original
Derivative Agreement and (iii) the Supplemental Interest Trustee shall request
the Counterparty to assist in procuring a replacement derivative agreement
with
terms that are substantially the same as those of the original Derivative
Agreement, in each case, pursuant to the terms of the ISDA Master
Agreement.
71
Any
Swap
Termination Payment received from the Counterparty shall be used to pay any
upfront amount required under any replacement swap contract and any excess
shall
be distributed to the Underwriter and will not be available to make
distributions in respect of any Class of Certificates. In the event
that a replacement swap contract cannot be procured, any Swap Termination
Payment received from the Counterparty in respect of the termination of the
original swap contract shall be retained in the Derivative Account and used
on
subsequent Distribution Dates up to and including the Swap Contract Termination
Date to pay any amounts distributable to the applicable Classes of Certificates
pursuant to Sections 4.02(e) that will remain unpaid following all distributions
to be made on such Distribution Date pursuant to Section 4.02(a) through
(d). Any portion of such Swap Termination Payment remaining after the
Swap Contract Termination Date shall be distributed to the Underwriter and
will
not be available to make distributions in respect of any Class of
Certificates.
In
the
event that the counterparty in respect of a replacement swap contract pays
any
upfront amount to the Supplemental Interest Trustee in connection with entering
into the replacement swap contract and such upfront amount is received by
the
Supplemental Interest Trustee prior to the Distribution Date on which any
Swap
Termination Payment will be payable to the Counterparty in respect of the
original swap contract, a portion of that upfront amount equal to the lesser
of
(x) that upfront amount and (y) the amount of the Swap Termination Payment
due
to the Counterparty in respect of the original swap contract (the “Adjusted
Replacement Upfront Amount”) shall be included in Interest Funds for that
Distribution Date, and any upfront amount in excess of the Adjusted Replacement
Upfront Amount shall be distributed to the Underwriter and will not be available
to make distributions in respect of any Class of Certificates. If any
upfront amount is paid to the Supplemental Interest Trustee by the counterparty
in respect of a replacement swap contract after the Distribution Date on
which
any Swap Termination Payment will be payable to the Counterparty in respect
of
the original swap contract, such upfront amount shall be retained by the
Supplemental Interest Trustee and used on subsequent Distribution Dates up
to
and including the Swap Contract Termination Date to pay any amounts
distributable to the applicable Classes of Certificates pursuant to Section
4.02(e) that will remain unpaid following all distributions to be made on
such
Distribution Date pursuant to Section 4.02(a) through (d).
72
Any
Corridor Termination Payment received from the Counterparty shall be used
to pay
any upfront amount required under any replacement corridor contract and any
excess shall be distributed to the Underwriter and will not be available
to make
distributions in respect of any Class of Certificates. In the event
that a replacement corridor contract cannot be procured, any Corridor
Termination Payment received from the Counterparty in respect of the termination
of the original corridor contract shall be retained in the Derivative Account
and used on subsequent Distribution Dates up to and including the Corridor
Contract Termination Date to pay any amounts distributable to the applicable
Classes of Certificates pursuant to Section 4.02(e) that will remain unpaid
following all distributions to be made on such Distribution Date pursuant
to
Section 4.02(a) through (d). Any portion of such upfront amount
remaining after the Corridor Contract Termination Date shall be distributed
to
the Underwriter and will not be available to make distributions in respect
of
any Class of Certificates.
If
the
obligations of the Counterparty are, or shall become, guaranteed pursuant
to the
guarantee of any party (whether an affiliate of the Counterparty or otherwise),
then the Supplemental Interest Trustee shall promptly demand in accordance
with
the terms of the guarantee from such guarantor all amounts payable or
deliverable by the Counterparty in the event the Counterparty f