The Pooling and Servicing Agreement
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 February 1, 2007
___________________________________
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-J1
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Table
of Contents
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Page
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ARTICLE
I DEFINITIONS
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SECTION
1.01.
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General
Defined Terms and Defined Terms Related to the Group I
Certificates.
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I-1
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SECTION
1.02.
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Defined
Terms Related to the Group II Certificates.
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I-38
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SECTION
1.03.
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Certain
Interpretive Provisions.
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I-46
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ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
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SECTION
2.01.
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Conveyance
of Mortgage Loans.
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II-1
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SECTION
2.02.
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Acceptance
by Trustee of the Mortgage Loans.
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II-7
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SECTION
2.03.
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Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
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II-10
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SECTION
2.04.
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Representations
and Warranties of the Depositor as to the Mortgage Loans.
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II-13
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SECTION
2.05.
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Delivery
of Opinion of Counsel in Connection with Substitutions.
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II-13
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SECTION
2.06.
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Execution
and Delivery of Certificates.
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II-14
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SECTION
2.07.
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REMIC
Matters.
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II-14
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SECTION
2.08.
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Covenants
of the Master Servicer.
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II-14
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ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
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SECTION
3.01.
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Master
Servicer to Service Mortgage Loans.
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III-1
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SECTION
3.02.
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Subservicing;
Enforcement of the Obligations of Subservicers.
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III-2
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SECTION
3.03.
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Rights
of the Depositor, the NIM Insurer and the Trustee in Respect of
the Master
Servicer.
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III-2
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SECTION
3.04.
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Trustee
to Act as Master Servicer.
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III-2
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SECTION
3.05.
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Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
Pre-Funding Account; Capitalized Interest Account; the Supplemental
Interest Trust and the Corridor Contract Reserve Fund; the Principal
Reserve Fund; Carryover Reserve Fund.
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III-3
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SECTION
3.06.
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Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.
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III-8
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SECTION
3.07.
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Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
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III-8
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SECTION
3.08.
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Permitted
Withdrawals from the Certificate Account, the Distribution Account,
the
Corridor Contract Reserve Fund, the Principal Reserve Fund and
the
Carryover Rserve Fund.
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III-9
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SECTION
3.09.
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Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
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III-11
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SECTION
3.10.
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Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
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III-12
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SECTION
3.11.
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Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
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III-13
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SECTION
3.12.
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Trustee
to Cooperate; Release of Mortgage Files.
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III-16
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SECTION
3.13.
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Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.
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III-17
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i
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SECTION
3.14.
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Servicing
Compensation.
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III-17
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SECTION
3.15.
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Access
to Certain Documentation.
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III-18
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SECTION
3.16.
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Annual
Statement as to Compliance.
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III-18
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SECTION
3.17.
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Errors
and Omissions Insurance; Fidelity Bonds.
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III-19
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SECTION
3.18.
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The
Corridor Contract.
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III-19
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SECTION
3.19.
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Prepayment
Charges.
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III-19
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ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
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SECTION
4.01.
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Advances.
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IV-1
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SECTION
4.02.
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Priorities
of Distribution to Group I Certificates.
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IV-2
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SECTION
4.03.
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[Reserved].
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IV-8
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SECTION
4.04.
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Priorities
of Distribution to Group II Certificates..
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IV-8
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SECTION
4.05.
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Cross-Collateralization
for Alternative Loan Group I; Adjustments to Group I Available
Funds.
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IV-11
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SECTION
4.06.
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Monthly
Statements to Certificateholders.
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IV-12
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SECTION
4.07.
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Determination
of Pass-Through Rates for COFI Certificates.
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IV-13
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SECTION
4.08.
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Determination
of Pass-Through Rates for LIBOR Certificates.
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IV-13
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SECTION
4.09.
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Distributions
from the Corridor Contract Reserve Fund.
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IV-15
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SECTION
4.10.
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Class
3-A-2 Policy Matters.
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IV-15
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ARTICLE
V THE CERTIFICATES
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SECTION
5.01.
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The
Certificates.
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V-1
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SECTION
5.02.
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Certificate
Register; Registration of Transfer and Exchange of
Certificates.
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V-1
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SECTION
5.03.
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Mutilated,
Destroyed, Lost or Stolen Certificates.
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V-5
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SECTION
5.04.
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Persons
Deemed Owners.
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V-6
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SECTION
5.05.
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Access
to List of Certificateholders’ Names and Addresses.
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V-6
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SECTION
5.06.
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Maintenance
of Office or Agency.
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V-6
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SECTION
5.07.
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Depositable
and Exchangeable Certificates.
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V-6
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ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER
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SECTION
6.01.
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Respective
Liabilities of the Depositor and the Master Servicer.
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VI-1
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SECTION
6.02.
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Merger
or Consolidation of the Depositor or the Master Servicer.
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VI-1
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SECTION
6.03.
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Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.
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VI-1
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SECTION
6.04.
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Limitation
on Resignation of Master Servicer.
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VI-2
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ARTICLE
VII DEFAULT
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SECTION
7.01.
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Events
of Default.
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VII-1
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SECTION
7.02.
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Trustee
to Act; Appointment of Successor.
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VII-3
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SECTION
7.03.
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Notification
to Certificateholders.
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VII-4
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ii
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ARTICLE
VIII CONCERNING THE TRUSTEE
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SECTION
8.01.
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Duties
of Trustee.
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VIII-1
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SECTION
8.02.
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Certain
Matters Affecting the Trustee.
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VIII-2
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SECTION
8.03.
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Trustee
Not Liable for Certificates or Mortgage Loans.
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VIII-2
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SECTION
8.04.
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Trustee
May Own Certificates.
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VIII-3
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SECTION
8.05.
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Trustee’s
Fees and Expenses.
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VIII-3
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SECTION
8.06.
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Eligibility
Requirements for Trustee.
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VIII-3
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SECTION
8.07.
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Resignation
and Removal of Trustee.
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VIII-4
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SECTION
8.08.
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Successor
Trustee.
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VIII-5
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SECTION
8.09.
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Merger
or Consolidation of Trustee.
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VIII-5
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SECTION
8.10.
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Appointment
of Co-Trustee or Separate Trustee.
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VIII-5
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SECTION
8.11.
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Tax
Matters.
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VIII-7
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SECTION
8.12.
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Monitoring
of Significance Percentage.
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VIII-9
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ARTICLE
IX TERMINATION
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SECTION
9.01.
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Termination
upon Liquidation or Purchase of all Mortgage Loans.
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IX-1
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SECTION
9.02.
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Final
Distribution on the Certificates.
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IX-2
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SECTION
9.03.
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Additional
Termination Requirements.
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IV-4
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SECTION
9.04.
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Auction
of the Mortgage Loans and REO Properties in Aggregate Loan Group
II.
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IV-5
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ARTICLE
X MISCELLANEOUS PROVISIONS
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SECTION
10.01.
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Amendment.
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X-1
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SECTION
10.02.
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Recordation
of Agreement; Counterparts.
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X-2
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SECTION
10.03.
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Governing
Law.
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X-3
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SECTION
10.04.
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Intention
of Parties.
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X-3
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SECTION
10.05.
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Notices.
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X-4
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SECTION
10.06.
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Severability
of Provisions.
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X-5
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SECTION
10.07.
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Assignment.
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X-5
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SECTION
10.08.
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Limitation
on Rights of Certificateholders.
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X-5
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SECTION
10.09.
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Inspection
and Audit Rights.
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X-6
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SECTION
10.10.
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Certificates
Nonassessable and Fully Paid.
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X-6
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SECTION
10.11.
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[Reserved].
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X-7
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SECTION
10.12.
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Protection
of Assets.
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X-7
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SECTION
10.13.
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Rights
of NIM Insurer.
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X-7
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ARTICLE
XI EXCHANGE ACT REPORTING
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SECTION
11.01.
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Filing
Obligations.
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XI-1
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SECTION
11.02.
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Form
10-D Filings.
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XI-1
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SECTION
11.03.
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Form
8-K Filings.
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XI-2
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SECTION
11.04.
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Form
10-K Filings.
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XI-2
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SECTION
11.05.
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Xxxxxxxx-Xxxxx
Certification.
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XI-3
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iii
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SECTION
11.06.
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Form
15 Filing.
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XI-3
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SECTION
11.07.
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Report
on Assessment of Compliance and Attestation.
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XI-3
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SECTION
11.08.
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Use
of Subservicers and Subcontractors.
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XI-5
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SECTION
11.09.
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Amendments.
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XI-5
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SECTION
11.10.
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Reconciliation
of Accounts.
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XI-6
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iv
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SCHEDULES
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Schedule
I:
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Mortgage
Loan Schedule
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S-I-1
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Schedule
II-A:
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Representations
and Warranties of Countrywide
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S-II-A-1
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Schedule
II-B:
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Representations
and Warranties of Park Granada
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S-II-B-1
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Schedule
II-C
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Representations
and Warranties of Park Monaco Inc.
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S-II-C-1
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Schedule
II-D
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Representations
and Warranties of Park Sienna LLC
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S-II-D-1
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Schedule
III-A:
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Representations
and Warranties of Countrywide as to the Mortgage Loans
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S-III-A-1
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Schedule
III-B:
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Representations
and Warranties of Countrywide as to the Countrywide
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Mortgage
Loans
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S-III-B-1
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Schedule
III-C:
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Representations
and Warranties of Park Granada as to the Park Granada
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Mortgage
Loans
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S-III-C-1
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Schedule
III-D
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Representations
and Warranties of Park Monaco Inc. as to the Park Monaco Inc. Mortgage
Loans
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S-III-D-1
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Schedule
III-E
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Representations
and Warranties of Park Sienna LLC as to the Park Sienna LLC Mortgage
Loans
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S-III-E-1
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Schedule
IV:
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Representations
and Warranties of the Master Servicer
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S-IV-1
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Schedule
V:
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Principal
Balance Schedules (if applicable)
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S-V-1
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Schedule
VI:
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Form
of Monthly Master Servicer Report
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S-VI-I
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Schedule
VII:
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Prepayment
Charge Schedule
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S-VII-1
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Schedule
VIII:
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Schedule
of Available Exchanges of Depositable Certificates for Exchangeable
Certificates
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S-VIII-I
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EXHIBITS
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Exhibit
A:
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Form
of Senior Certificate and Exchangeable Certificate (excluding Notional
Amount Certificates)
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A-1
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Exhibit
B:
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Form
of Subordinated Certificate
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B-1
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Exhibit
C-1:
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Form
of Residual Certificate
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C-1-1
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Exhibit
C-2:
|
Form
of Prepayment Certificate
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C-2-1
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Exhibit
C-3
|
Form
of Class C Certificate
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C-3-1
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Exhibit
C-4:
|
[Reserved]
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C-4-1
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Exhibit
D:
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Form
of Notional Amount Certificate
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D-1
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Exhibit
E:
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Form
of Reverse of Certificates
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E-1
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Exhibit
F-1:
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Form
of Initial Certification of Trustee (Initial Mortgage
Loans)
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F-1-1
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Exhibit
F-2:
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Form
of Initial Certification of Trustee (Supplemental Mortgage
Loans)
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F-2-1
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Exhibit
G-1:
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Form
of Delay Delivery Certification of Trustee (Initial Mortgage
Loans)
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G-1-1
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Exhibit
G-2:
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Form
of Delay Delivery Certification of Trustee (Supplemental Mortgage
Loans)
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G-2-1
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Exhibit
H-1:
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Form
of Final Certification of Trustee (Initial Mortgage Loans)
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X-0-0
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Xxxxxxx
X-0:
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Form
of Final Certification of Trustee (Supplemental Mortgage
Loans)
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H-2-1
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Exhibit
I:
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Form
of Transfer Affidavit
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I-1
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Exhibit
J-1:
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Form
of Transferor Certificate (Residual)
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X-0-0
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Xxxxxxx
X-0:
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Form
of Transferor Certificate (Private)
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J-2-1
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Exhibit
K:
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Form
of Investment Letter [Non-Rule 144A]
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K-1
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Exhibit
L-1:
|
Form
of Rule 000X Xxxxxx
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X-0-0
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Xxxxxxx
X-0:
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Form
of ERISA Letter (Covered Certificates)
|
L-2-1
|
v
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Exhibit
M:
|
Form
of Request for Release (for Trustee)
|
M-1
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Exhibit
N:
|
Form
of Request for Release of Documents (Mortgage Loan - Paid in Full,
Repurchased and Replaced)
|
N-1
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Exhibit
O:
|
Form
of Financial Guaranty Insurance Policy
|
O-1
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Exhibit
P:
|
Form
of Supplemental Transfer Agreement
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P-1
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Exhibit
Q:
|
Standard
& Poor’s LEVELS® Version 5.7 Glossary Revised, Appendix
E
|
Q-1
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Exhibit
R:
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Form
of Corridor Contract
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R-1
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Exhibit
S-1:
|
Form
of Corridor Contract Assignment Agreement
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S-1-1
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Exhibit
S-2:
|
[Reserved]
|
S-2-1
|
|
Exhibit
T:
|
Form
of Officer’s Certificate with respect to Prepayments
|
T-1
|
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Exhibit
U:
|
Monthly
Report
|
U-1
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|
Exhibit
V-1:
|
Form
of Performance Certification (Subservicer)
|
V-1-1
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|
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
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of February 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 herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. For federal income tax purposes, the
Trustee shall treat the Trust Fund as consisting of, among other things (1)
a
trust (the “ES Trust”) beneath which are one chain of three real estate mortgage
investment conduits (or in the alternative, the “Sub-WAC(SW) REMIC,” the Strip
(ST) REMIC” and the “Master REMIC”) and shall make all elections as necessary
for such treatment (2) another chain of REMICs consisting of two REMICs (or
in
the alternative, the “Lower Tier (LTR) REMIC,” and the “Upper Tier (UTR)
REMIC”).
The
Sub
WAC REMIC will hold all the assets of the Trust Fund relating to Loan Group
1
and Loan Group 2 (other than the Pre-Funding Account and the Capitalized
Interest Account) and will issue several classes of uncertificated Sub WAC
REMIC
Interests. The Class SW-A-R Interest is hereby designated as the
residual interest in the Sub WAC REMIC and each other Sub WAC REMIC Interest
is
hereby designated as a regular interest in the Sub WAC REMIC. The ST
REMIC will hold all the regular interests in the Sub WAC REMIC and will issue
several classes of uncertificated ST REMIC Interests. The Class
ST-A-R Interest is hereby designated as the residual interest in the ST REMIC
and each other ST REMIC Interest is hereby designated as a regular interest
in
the ST REMIC. The Master REMIC will hold all the regular interests in the
ST
REMIC and will issue several classes of uncertificated Master REMIC
Interests. The Class MR-A-R Interest is hereby designated as the
residual interest in the Master REMIC and each other Master REMIC Interest
is
hereby designated as a regular interest in the Master REMIC.
vi
The
ES
Trust shall hold the Class SW-A-R Interest, Class ST-A-R Interest, the Class
MR-A-R Interest and all Master REMIC regular interests and the ES Trust shall
issue the Group I Certificates. Each Group I Certificate, other than
the Class A-R Certificate, will represent ownership of one or more of the
Master
REMIC regular interests held by the ES Trust. The Class A-R
Certificate will represent ownership of the Class SW-A-R Interest, Class
ST-A-R
Interest and the Class MR-A-R, which are, respectively, the sole Classes
of
REMIC residual interest in each of the Sub WAC REMIC, ST REMIC and the Master
REMIC.
For
federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
Trust and shall treat each Holder of an ES Trust Certificate as the owner
of the
individual, underlying assets represented by such ES Trust
Certificate. In addition, to the fullest extent possible, ownership
of an ES Trust Certificate shall be treated as direct ownership of the
individual, underlying assets represented by such ES Trust Certificate for
federal income tax reporting purposes.
The
Lower
Tier REMIC will hold all the assets of the Trust Fund relating to Loan Group
3
and will issue several classes of uncertificated Lower Tier REMIC
Interests. The Class LTR-A-R Interest is hereby designated as the
residual interest in the Lower Tier REMIC and each other Lower
Tier REMIC Interest is hereby designated as a regular interest in the
Lower Tier REMIC. The Upper Tier REMIC will hold all the regular
interests in the Lower Tier REMIC (other than the Class LTR-A-R Interest)
and
will issue several classes of Certificates. The Class 3-A-R Interest
is hereby designated as the residual interest in the Upper Tier REMIC and
each
other Upper Tier REMIC Interest is hereby designated as a regular interest
in
the Master REMIC. The Class 3-A-R Certificates will also represent
ownership of the Class LTR-A-R Interest. All other Group II
Certificates will represent one or more Classes of regular interests in the
Upper Tier REMIC.
The
“latest possible maturity date,” for federal income tax purposes, of all REMIC
regular interests created hereby will be the Latest Possible Maturity
Date.
The
ES
Trust, the Corridor Contract, the Supplemental Interest Trust and the Corridor
Contract Reserve Fund will not form part of any REMIC.
-
I
-
THE
ES
TRUST, SUB-WAC REMIC, STRIP REMIC AND MASTER REMIC
The
following table sets forth characteristics of the ES Trust Certificates,
together with the minimum denominations and integral multiples in excess
thereof
in which such Classes shall be issuable (except that one Residual Certificate
representing the Tax Matters Person Certificate may be issued in a different
amount):
2
|
Class
Designation
|
Initial
Maximum Class Certificate Balance
|
Pass-Through
Rate
(per annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests Represented
(1)
|
|
Class
1-A-1
|
$125,000,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-2
|
$20,881,000
|
5.75%
|
$1,000
|
$1
|
MR-1-A-2
|
|
Class
1-A-3
|
$8,438,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-4
|
$18,540,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X0, XX-0-X-0X0, MR-1-A-4E,
XX-0-X-0X.
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-5
|
$18,540,000
|
5.25%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X0, XX-0-X-0X0, XX-0-X-0X,
|
|
Class
1-A-6
|
$18,540,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-4A
and (MR-1-A-4B or MR-1-A-4C) MR-1-A-4D and (MR-1-A-4E or
MR-1-A-4F).
MR-1-A-4G and ( MR-1-A-4H or MR-1-A-4I).
|
|
Class
1-A-7
|
$1,612,173(2)
|
5.75%
|
$25,000(3)
|
$1(3)
|
MR-1-A-4B
and/or MR-1-A-4C, MR-1-A-4E and or XX-0-X-0X. XX-0-X-0X and or
MR-1-A-4I..
|
|
Class
1-A-8
|
$17,767,500
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X0, XX-0-X-0X, XX-0-X-0X. XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-9
|
$772,500
|
(4)
|
$25,000
|
$1
|
MR-1-A-4-D1
|
|
Class
1-A-10
|
$17,367,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X,
|
|
Class
1-A-11
|
$1,173,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X0,
XX-0-X-0X0, XX-0-X-0X, XX-0-X-0X. XX-0-X-0X, XX-0-X-0X,
XX-0-X-0X.
|
|
Class
1-A-12
|
$133,438,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
1-A-13
|
$133,438,000
|
5.25%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
1-A-14
|
$133,438,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-1A
and (MR-1-A-1B or MR-1-A-1C) MR-1-A-3A and (MR-1-A-3B or
MR-1-A-3C).
|
|
Class
1-A-15
|
$11,603,304(2)
|
5.75%
|
$25,000(3)
|
$1(3)
|
(MR-1-A-1B
and/or MR-1-A-1C) and (MR-1-A-3B and/or
MR-1-A-3C).
|
|
Class
2-A-1
|
$10,000,000
|
(5)
|
$25,000
|
$1
|
MR-2-A-1
|
|
Class
2-A-2
|
$10,000,000(2)
|
(6)
|
$25,000(3)
|
$1(3)
|
MR-2-A-1
|
|
Class
2-A-3
|
$26,500,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-4
|
$2,000,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-5
|
$11,500,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-6
|
$40,000,000
|
(7)
|
$25,000
|
$1
|
MR-2-A-6
|
|
Class
2-A-7
|
$40,000,000(2)
|
(8)
|
$25,000(3)
|
$1(3)
|
MR-2-A-7
|
|
Class
2-A-8
|
$58,572,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-9
|
$5,714,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-10
|
$38,568,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-00X,
XX-0-X-00X, XX-0-X-00X
|
|
Class
2-A-11
|
$26,500,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-3A
|
|
Class
2-A-12
|
$26,500,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-13
|
$26,500,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-3A, MR-2-A-3C.
|
|
Class
2-A-14
|
$3,312,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-3B
and/or MR-2-A-3C
|
|
Class
2-A-15
|
$2,000,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-4A
|
|
Class
2-A-16
|
$2,000,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-17
|
$2,000,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-4A, MR-2-A-4C.
|
|
Class
2-A-18
|
$250,000(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-4B
and/or MR-2-A-4C
|
|
Class
2-A-19
|
$11,500,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-5A
|
|
Class
2-A-20
|
$11,500,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-21
|
$11,500,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-5A, MR-2-A-5C.
|
|
Class
2-A-22
|
$1,437,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-5B
and/or MR-2-A-5C
|
|
Class
2-A-23
|
$58,572,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-8A
|
|
Class
2-A-24
|
$58,572,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-25
|
$58,572,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-8A, MR-2-A-8C.
|
|
Class
2-A-26
|
$7,321,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-8B
and/or MR-2-A-8C
|
|
Class
2-A-27
|
$5,714,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-9A
|
|
Class
2-A-28
|
$5,714,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X
|
|
Class
2-A-29
|
$5,714,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-9A, MR-2-A-9C.
|
|
Class
2-A-30
|
$714,250(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-9B
and/or MR-2-A-9C
|
|
Class
2-A-31
|
$38,568,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-10A
|
|
Class
2-A-32
|
$38,568,000
|
5.50%
|
$25,000
|
$1
|
MR-2-A-10A,
MR-2-A-10B
|
|
Class
2-A-33
|
$38,568,000
|
5.75%
|
$25,000
|
$1
|
MR-2-A-10A, MR-2-A-10C.
|
|
Class
2-A-34
|
$4,821,000(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-10B
and/or MR-2-A-10C
|
|
Class
2-A-35
|
$64,286,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-8A,
MR-2-A-9A
|
|
Class
2-A-36
|
$64,286,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-37
|
$64,286,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X, XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
2-A-38
|
$8,035,750(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-8B
and/or MR-2-A-8C, MR-2-A-9B and/or MR-2-A-9C
|
|
Class
2-A-39
|
$28,500,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-3A,
MR-2-A-4A
|
|
Class
2-A-40
|
$28,500,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-41
|
$28,500,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0X, XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X.
|
|
Class
2-A-42
|
$3,562,500(2)
|
6.00%
|
$25,000(3)
|
$1(3)
|
MR-2-A-3B
and/or MR-2-A-3C, MR-2-A-4B and/or MR-2-A-4C
|
|
Class
2-A-43
|
$28,500,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
2-A-44
|
$64,286,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X, XX-0-X-0X
|
|
Class
X
|
$385,884,298(2)
|
(9)
|
$25,000(3)
|
$1(3)
|
MR-X
|
|
Class
PO
|
$164,880
|
(4)
|
$25,000
|
$1
|
MR-PO
|
|
Class A-R(10)
|
$100
|
5.75%
|
(10)
|
(10)
|
MR-A-R,
ST-A-R, SW-A-R
|
|
Class
M
|
$13,144,500
|
(11)
|
$25,000
|
$1
|
MR-M
|
|
Class
B-1
|
$4,905,000
|
(11)
|
$25,000
|
$1
|
MR-B-1
|
|
Class
B-2
|
$3,139,000
|
(11)
|
$25,000
|
$1
|
MR-B-2
|
|
Class
B-3
|
$2,158,100
|
(11)
|
$100,000
|
$1
|
MR-B-3
|
|
Class
B-4
|
$1,765,700
|
(11)
|
$100,000
|
$1
|
MR-B-4
|
|
Class
B-5
|
$1,373,565
|
(11)
|
$100,000
|
$1
|
MR-B-5
|
|
Class
P
|
$100
|
(12)
|
(12)
|
(12)
|
MR-P
|
__________________________________________
|
(1)
|
See
Schedule VIII for information regarding the Recombinations of the
Depositable and Exchangeable Certificates related to these uncertificated
Master REMIC Interests.
|
|
(2)
|
This
Class will be a Class of Notional Amount Certificates, will have
no Class
Certificate Balance and will bear interest on its Notional
Amount.
|
|
(3)
|
Minimum
denomination is based on the Notional Amount of such
Class.
|
|
(4)
|
The
Class 1-A-9 and Class PO Certificates are Principal Only Certificates
and
will not receive any distributions of
interest.
|
|
(5)
|
The
Pass-Through Rate for the Class 2-A-1 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to LIBOR plus 0.20%, subject to a maximum and minimum Pass-Through
Rate of
6.00% and 0.20% per annum, respectively. The Pass-Through Rate
for the Class 2-A-1 Certificates for the Interest Accrual Period
for the
first Distribution Date is 5.52% per
annum.
|
|
(6)
|
The
Pass-Through Rate for the Class 2-A-2 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to 5.80% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate
of 5.80% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 2-A-2 Certificates for the Interest Accrual
Period for
the first Distribution Date is 0.48% per
annum.
|
|
(7)
|
The
Pass-Through Rate for the Class 2-A-6 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to LIBOR plus 0.60%, subject to a maximum and minimum Pass-Through
Rate of
6.00% and 0.60% per annum, respectively. The Pass-Through Rate
for the Class 2-A-6 Certificates for the Interest Accrual Period
for the
first Distribution Date is 5.92% per
annum.
|
3
|
(8)
|
The
Pass-Through Rate for the Class 2-A-7 Certificates for the Interest
Accrual Period for each Distribution Date will be a per annum rate
equal
to 5.40% minus LIBOR, subject to a maximum and minimum Pass-Through
Rate
of 5.40% and 0.00% per annum, respectively. The Pass-Through
Rate for the Class 2-A-7 Certificates for the Interest Accrual
Period for
the first Distribution Date is 0.08% per
annum.
|
|
(9)
|
The
Pass-Through Rate for the Class X Certificates during the Interest
Accrual
Period for each Distribution Date will equal the weighted average
of the
Pass-Through Rates of the Class X-1 and the Class X-2 Components,
weighted
on the basis of their respective Component Notional Amounts immediately
prior to such Distribution Date. The Pass-Through Rate for the
Class X
Certificates for the Interest Accrual Period for the first Distribution
Date is 0.66332% per annum.
|
|
(10)
|
The
Class A-R Certificates represent the sole Class of residual interest
in
the Master REMIC and in Lower Tier REMIC. The Class A R
Certificate shall be issued by the ES Trust as two separate certificates,
one with an initial Certificate Balance of $99.99 and the Tax Matters
Person Certificate with an initial Certificate Balance of
$0.01.
|
|
(11)
|
The
Pass-Through Rate for each Class of Group I Subordinated Certificates
for
the Interest Accrual Period related to each Distribution Date will
be a
per annum rate equal to the sum of:
|
|
|
·
|
5.75%
multiplied by the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans in Loan Group 1 as of the Due Date in the month
preceding
the calendar month of that Distribution Date (after giving effect
to
Principal Prepayments received in the Prepayment Period related
to such
prior Due Date) over the aggregate Class Certificate Balance of
the Group
1 Senior Certificates immediately prior to that Distribution Date,
and
|
|
|
·
|
6.00%
multiplied by the excess of the aggregate Stated Principal Balance
of the
Mortgage Loans in Loan Group 2 as of the Due Date in the month
preceding
the calendar month of that Distribution Date (after giving effect
to
Principal Prepayments received in the Prepayment Period related
to such
prior Due Date) over the aggregate Class Certificate Balance of
the Group
2 Senior Certificates immediately prior to that Distribution
Date,
|
divided
by the aggregate Class Certificate Balance of the Group I Subordinated
Certificates immediately prior to that Distribution Date. The
Pass-Through Rate for each Class of Group I Subordinated Certificates for
the
Interest Accrual Period for the first Distribution Date is 5.88179%
per annum
|
(12)
|
The
Class P Certificates will also have a notional amount equal to
the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate
Loan
Group I with a Prepayment Charge. The Class P Certificates are
issuable in minimum notional amounts equal to a 20% Percentage
Interest
and any amount in excess thereof.
|
4
The
following table specifies the class designation, interest rate, and principal
amount for each class of Master REMIC Interest:
|
Master
REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Possible
Corresponding ES Trust Certificates
|
|
MR-1-A-1A
|
$125,000,000
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$125,000,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$125,000,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX
0-X-0
|
$20,881,000
|
5.75%
|
0-X-0
|
|
XX-0-X-0X
|
$8,438,000
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$8,438,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$8,438,000
|
0.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$17,367,000
|
5.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$17,367,000
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X(0)
|
$17,367,000
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X0
|
$772,500
|
0.00%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X0(0)
|
$772,500
|
5.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$772,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X(0)
|
$772,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X
|
$400,500
|
5.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$400,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0X(0)
|
$400,500
|
0.25%
|
0-X-0,
0-X-0, 0-X-0, 0-X-0
|
|
XX-0-X-0
|
$10,000,000
|
(2)
|
2-A-1
|
|
MR-2-A-2(1)
|
$10,000,000
|
(3)
|
2-A-2
|
|
MR-2-A-3A
|
$26,500,000
|
5.25%
|
2-A-3, 2-A-11,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$26,500,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$26,500,000
|
0.50%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$2,000,000
|
5.25%
|
2-A-4, 2-A-15,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$2,000,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$2,000,000
|
0.50%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$11,500,000
|
5.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$11,500,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00
|
|
XX-0-X-0X(0)
|
$11,500,000
|
0.50%
|
2-A-5, 2-A-21,
2-A-22.
|
|
MR-2-A-6
|
$40,000,000
|
(4)
|
2-A-6
|
|
MR-2-A-7(1)
|
$40,000,000
|
(5)
|
2-A-7
|
|
MR-2-A-8A
|
$58,572,000
|
5.25%
|
2-A-8, 2-A-23,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$58,572,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$58,572,000
|
0.50%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X
|
$5,714,000
|
5.25%
|
2-A-9, 2-A-27,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$5,714,000
|
0.25%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0X(0)
|
$5,714,000
|
0.50%
|
0-X-0, 0-X-00,
0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00X
|
$38,568,000
|
5.25%
|
0-X-00, 0-X-00,
0-X-00, 0-X-00
|
|
XX-0-X-00X(0)
|
$38,568,000
|
0.25%
|
0-X-00, 0-X-00,
0-X-00
|
|
XX-0-X-00X(0)
|
$38,568,000
|
0.50%
|
0-X-00, 0-X-00,
0-X-00
|
|
XX-X
|
(6)
|
(6)
|
X
|
|
MR-1-$100
|
$100
|
5.75%
|
A-R
|
|
MR-PO
|
$164,880
|
(7)
|
PO
|
|
MR-M
|
$13,144,500
|
(8)
|
M
|
|
MR-B-1
|
$4,905,000
|
(8)
|
B-1
|
|
MR-B-2
|
$3,139,000
|
(8)
|
B-2
|
|
MR-B-3
|
$2,158,100
|
(8)
|
B-3
|
|
MR-B-4
|
$1,765,700
|
(8)
|
B-4
|
|
MR-B-5
|
$1,373,565
|
(8)
|
B-5
|
|
MR-A-R(9)
|
$100
|
(7)
|
A-R
|
|
MR-P
|
$100
|
(10)
|
M-P
|
|
(1)
|
This
Class will be a Class of Notional Amount Master REMIC Interest,
will have
no principle balance and will bear interest on its notional
amount.
|
|
(2)
|
The
Class MR-2-A-1 Master REMIC Interests will bear interest during
each
Interest Accrual Period at a per annum rate of LIBOR plus 0.20%,
subject
to a maximum and minimum Pass-Through Rate of 6.00% and 0.20% per
annum,
respectively.
|
|
(3)
|
The
Class MR-2-A-2 Master REMIC Interests will bear interest during
each
Interest Accrual Period at a per annum rate of 5.80% minus LIBOR,
subject
to a maximum and minimum Pass-Through Rate of 5.80% and 0.00% per
annum,
respectively.
|
|
(4)
|
The
Class MR-2-A-6 Master REMIC Interests will bear interest during
each
Interest Accrual Period at a per annum rate of LIBOR plus 0.60%,
subject
to a maximum and minimum Pass-Through Rate of 6.00% and 0.60% per
annum,
respectively.
|
5
|
(5)
|
The
Class MR-2-A-7 Master REMIC Interests will bear interest during
each Interest Accrual Period at a per annum rate of 5.40% minus
LIBOR,
subject to a maximum and minimum Pass-Through Rate of 5.40% and
0.00% per
annum, respectively.
|
|
(6)
|
The
MR-X Master REMIC Interest is entitled to receive on each Distribution
Date all amounts payable with respect to the ST-X ST REMIC
Interest.
|
|
(7)
|
This
Class of Master REMIC Interest pays no
interest.
|
|
(8)
|
Master
REMIC Interests will bear interest during each Interest Accrual
Period at
a per annum rate equal to the Subordinate Pass-through
Rate.
|
|
(9)
|
The
Class MR-A-R Master REMIC Interest represents the sole Class of
residual
interest in the Master REMIC..
|
|
(10)
|
(10)
The MR-P Master REMIC Interest is entitled to all amounts payable
with
respect to the ST-P ST REMIC
Interest
|
The
following table specifies the class designation, interest rate, and principal
amount for each class of Strip REMIC Interests:
|
Strip
REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Master REMIC Interest
|
|
ST-1-A-1
|
$125,000,000
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0
|
$20,881,000
|
5.75%
|
XX-0-X-0
|
|
XX-0-X-0
|
$8,438,000
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0X
|
$17,367,000
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0X
|
$772,500
|
5.75%
|
XX-0-X-0X0,
XX-0-X-0X0, XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0X
|
$400,500
|
5.75%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
ST-X
|
(6)
|
(7)
|
MR-X
|
|
ST-2-A-1
|
$10,000,000
|
6.00%
|
XX-0-X-0,
XX-0-X-0(0)
|
|
XX-0-X-0
|
$26,500,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(0)
|
|
XX-0-X-0
|
$2,000,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
XX-0-X-0
|
$11,500,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
XX-0-X-0
|
$40,000,000
|
6.00%
|
XX-0-X-0,
XX-0-X-0 (12)
|
|
ST-2-A-8
|
$58,572,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
XX-0-X-0
|
$5,714,000
|
6.00%
|
XX-0-X-0X,
XX-0-X-0X, XX-0-X-0X(00)
|
|
ST-2-A-10
|
$38,568,000
|
6.00%
|
XX-0-X-00X,
XX-0-X-00X, XX-0-X-00X(00)
|
|
ST-1-$100
|
$100.00
|
5.75%
|
MR-A-R
|
|
ST-PO
|
$164,880
|
(16)
|
MR-PO
|
|
ST-M
|
$13,144,500
|
(17)
|
MR-M
|
|
ST-B-1
|
$4,905,000
|
(17)
|
XX-X-0
|
|
XX-X-0
|
$3,139,000
|
(17)
|
XX-X-0
|
|
XX-X-0
|
$2,158,100
|
(17)
|
XX-X-0
|
|
XX-X-0
|
$1,765,700
|
(17)
|
MR-B-4
|
|
ST-B-5
|
$1,373,565
|
(17)
|
MR-B-5
|
|
ST-A-R
|
(18)
|
(18)
|
N/A
|
|
ST-P
|
(19)
|
(19)
|
MR-P
|
|
(1)
|
For
each Distribution Date, each of the Class MR-1-A-1B and MR-1-A-1C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-1 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-1B and MR-1-A-1C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-1
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(2)
|
For
each Distribution Date, each of the Class MR-1-A-3B and MR-1-A-3C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-3 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-3B and MR-1-A-3C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-3
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(3)
|
For
each Distribution Date, each of the Class MR-1-A-4B and MR-1-A-4C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-4A Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-4B and MR-1-A-4C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-4A
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(4)
|
For
each Distribution Date, each of the Class MR-1-A-4D2, Class MR-1-A-4E
and
MR-1-A-4F Master REMIC Interests are entitled to specified portions
of the
interest payable on the Class ST-1-A-4B Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-4D2, Class MR-1-A-4E and MR-1-A-4F Master REMIC Interests
are each
entitled to interest payable on the Class ST-1-A-4B Strip REMIC
Interest at a per annum rate equal to 5.25%, 0.25% and 0.25%,
respectively.
|
|
(5)
|
For
each Distribution Date, each of the Class MR-1-A-4H and MR-1-A-4I
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-4C Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-4H and MR-1-A-4I Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-4C
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(6)
|
This
Class of Strip REMIC Interest pays no
principal.
|
|
(7)
|
For
each Distribution Date, the Class ST-X Strip REMIC Interest is
entitled to
all the interest payable with respect to the Class SW-X-1 Sub WAC
REMIC
Interest and the Class SW-X-2 Sub WAC REMIC
Interest.
|
6
|
(8)
|
For
each Distribution Date, the Class MR-2-A-2 Master REMIC Interest
is
entitled to a specified portion of the interest payable on each
of the
Class ST-2-A-1 ST REMIC Interest. Specifically, for each
Distribution Date, the Class MR-2-A-2 Master REMIC Interest is
entitled to
interest payable on the Class ST-2-A-1 ST REMIC Interest at a
per annum rate equal to 5.80% minus LIBOR, but not less than
0.00%.
|
|
(9)
|
For
each Distribution Date, each of the Class MR-2-A-3B and MR-2-A-3C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-3 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-3B and MR-2-A-3C Master
REMIC
Interests are each entitled to interest payable on the Class ST-2-A-3
Strip REMIC Interest at a per annum rate equal to 0.25% and
0.50%, respectively.
|
|
(10)
|
For
each Distribution Date, each of the Class MR-2-A-4B and MR-2-A-4C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-4 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-4B and MR-2-A-4C Master
REMIC
Interests are each entitled to interest payable on the Class ST-2-A-4
Strip REMIC Interest at a per annum rate equal to 0.25% and
0.50%, respectively.
|
|
(11)
|
For
each Distribution Date, each of the Class MR-2-A-5B and MR-2-A-5C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-5 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-5B and MR-2-A-5C Master
REMIC
Interests are each entitled, respectively, to interest payable
on the
Class ST-1-A-5 Strip REMIC Interest at a per annum rate equal
to 0.25% and 0.50%.
|
|
(12)
|
For
each Distribution Date, the Class MR-2-A-7 Master REMIC Interest
is
entitled to a specified portion of the interest payable on each
of the
Class ST-2-A-6 ST REMIC Interest. Specifically, for each
Distribution Date, the Class MR-2-A-7 Master REMIC Interest is
entitled to
interest payable on the Class ST-2-A-6 ST REMIC Interest at a
per annum rate equal to 5.40% minus LIBOR, but not less than
0.00%.
|
|
(13)
|
For
each Distribution Date, each of the Class MR-2-A-8B and MR-2-A-8C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-8 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-8B and MR-2-A-8C Master
REMIC
Interests are each entitled, respectively, to interest payable
on the
Class ST-2-A-8 Strip REMIC Interest at a per annum rate equal
to 0.25% and 0.50%.
|
|
(14)
|
For
each Distribution Date, each of the Class MR-2-A-9B and MR-2-A-9C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-9 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-9B and MR-2-A-9C Master
REMIC
Interests are each entitled to interest payable on the Class ST-2-A-9
Strip REMIC Interest at a per annum rate equal to 0.25% and 0.50%,
respectively.
|
|
(15)
|
For
each Distribution Date, each of the Class MR-2-A-10B and MR-2-A-10C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-2-A-10 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-2-A-10B and MR-2-A-1C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-10
Strip REMIC Interest at a per annum rate equal to 0.25% and
0.50%, respectively.
|
|
(16)
|
This
class of Master REMIC Interest pays no interest. It is entitled
to all amounts payable with respect to the SW-PO-1 and SW-PO-2
Sub WAC
REMIC Interests
|
7
|
(17)
|
The
Subordinate Pass-Through Rate.
|
|
(18)
|
The
ST-A-R is the sole class of residual interest in the Strip
REMIC. It pays no interest or
principal.
|
|
(19)
|
The
ST-P ST REMIC Interest is entitled to all amounts payable with
respect to
the SW-P Sub WAC REMIC Interest.
|
On
each
Distribution Date, interest shall be payable on the ST REMIC Interests according
the formulas described above, and principal, Realized Losses and Subsequent
Recoveries shall be allocated among the ST REMIC Interests in the same manner
that such items are allocated among their corresponding Master REMIC Interest
Classes.
The
following table specifies the class designation, interest rate, and principal
amount for each class of Sub WAC REMIC Interests:
|
Sub
WAC
REMIC
Interest Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
Corresponding
Loan
Group
|
|
SW-A-1
|
(1)
|
5.75%
|
1
|
|
SW-B-1
|
(1)
|
5.75%
|
1
|
|
SW-C-1
|
(1)
|
5.75%
|
1
|
|
SW-PO-1
|
$136,139.00
|
(2)
|
1
|
|
SW-X-1
|
(3)
|
(4)
|
1
|
|
SW-A-2
|
(1)
|
6.00%
|
2
|
|
SW-B-2
|
(1)
|
6.00%
|
2
|
|
SW-C-2
|
(1)
|
6.00%
|
2
|
|
SW-PO-2
|
$28,740.00
|
(2)
|
2
|
|
SW-X-2
|
(3)
|
(5)
|
2
|
|
SW-A-R
|
(6)
|
(6)
|
N/A
|
|
SW-P
|
$100
|
(2)(7)
|
1
and 2
|
|
(1)
|
Each
Class A Sub WAC REMIC Interest will have an initial principal balance
equal to 0.90% of the Subordinated Portion of its corresponding
Loan
Group. Each Class B Sub WAC REMIC Interest will have an initial
principal balance equal to 0.10% of the Subordinated Portion of
its
corresponding Loan Group. Each Class C Sub WAC REMIC Interest
will have an initial principal balance equal to the excess of its
corresponding Loan Group (as reduced by the Component Balance of
the
related Class PO Component) over the initial aggregate principal
balances
of the Class A and Class B Sub WAC REMIC Interests corresponding
to that
Loan Group. Hereafter, the Class A, Class B and Class C Sub WAC
REMIC Interests are referred to as “Tracking
Interests.”
|
|
(2)
|
This
Class of Sub WAC REMIC Interest does not pay any
interest.
|
|
(3)
|
This
Class of Sub WAC REMIC Interest does not pay any
principal.
|
|
(4)
|
This
Class of Sub WAC REMIC Interest is entitled to receive on each
Distribution Date a specified portion of the interest payable on
the
Non-Discount Mortgage Loans in the corresponding Loan
Group. Specifically, for each related Distribution Date, this
Class of Sub WAC REMIC Interest is entitled to interest accruals
on each
Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
Rate of
5.75% per annum.
|
8
|
(5)
|
This
Class of Sub WAC REMIC Interest is entitled to receive on each
Distribution Date a specified portion of the interest payable on
the
Non-Discount Mortgage Loans in the corresponding Loan
Group. Specifically, for each related Distribution Date, this
Class of Sub WAC REMIC Interest is entitled to interest accruals
on each
Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
Rate of
6.00% per annum.
|
|
(6)
|
The
Class SW-A-R Sub WAC REMIC Interest is the sole class of residual
interest
in the Sub WAC REMIC. It does not pay any interest or
principal.
|
|
(7)
|
The
SW-P Sub WAC REMIC Interest is entitled to all the Prepayment Charges
payable with respect to the Mortgage Loans in Aggregate Loan Group
I
|
On
each
Distribution Date, the Available Funds shall be distributed with respect
to the
Sub WAC REMIC Interests in the following manner:
|
|
(1)
|
Interest. Interest
is to be distributed with respect to each Sub WAC REMIC Interest
at the
rates, or according to the formulas, described
above.
|
|
|
(2)
|
Prepayment
Charges. all the Prepayment Charges payable with respect to
the Mortgage Loans in Aggregate Loan Group I are allocated to the
SW-P Sub
WAC REMIC Interest.
|
|
|
(3)
|
Initial
Allocations of Realized Losses and
Principal.
|
|
|
(a)
|
The
Trustee shall first allocate the Realized Losses on the Group 1
Mortgage
Loans (including any reductions in previously allocated Realized
Losses on
the Group 1 Mortgage Loans attributable to any related Subsequent
Recoveries), and distribute the principal on the Group 1 Mortgage
Loans
between the SW-PO-1 Interests and the SW-1 Tracking Interests in
the same
manner that such amounts are allocated to or distributed between
(a) the
Class PO-1 Component of the Class PO Certificates and (b) the remaining
Group 1 Certificates and the Assumed Balance of the Class Certificate
Balance of each Class of Subordinated Certificates related to the
Group 1
Mortgage Loans.
|
|
|
(b)
|
The
Trustee shall first allocate the Realized Losses on the Group 2
Mortgage
Loans (including any reductions in previously allocated Realized
Losses on
the Group 2 Mortgage Loans attributable to any related Subsequent
Recoveries), and distribute the principal on the Group 2 Mortgage
Loans
between the Class SW-PO-2 Interest and the SW-2 Tracking Interests
in the
same manner that such amounts are allocated to or distributed between
(a)
the Class PO-2 Component of the Class PO Certificates and (b) the
remaining Group 2 Senior Certificates and the Assumed Balance of
the Class
Certificate Balance of each Class of Subordinated Certificates
related to
the Group 2 Mortgage Loans.
|
|
|
(4)
|
Subsequent
Allocations. Amounts allocated to the Tracking Interests of
each group in accordance with Paragraph 2, above, shall be further
allocated as described below.
|
9
|
|
(5)
|
Principal,
if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any Class of Tracking Interests,
principal amounts allocated with respect to the Tracking Interests
related
to each Loan Group in Aggregate Loan Group I in accordance with
Paragraph
2, shall be further allocated: first to cause such Loan Group’s
corresponding Class A and Class B Tracking Interests to equal,
respectively, 0.90% of the Subordinated Portion and 0.10% of the
Subordinated Portion; and second to such Loan Group’s corresponding Class
C Tracking Interest;
|
|
|
(6)
|
Principal,
if a Cross-Over Situation Exists. If a Cross-Over Situation
exists with respect to the Class A and Class B Tracking
Interests:
|
|
|
(a)
|
If
the Calculation Rate in respect of the outstanding Class A and
Class B
Tracking Interests is less than the Subordinate Pass-Through Rate,
Principal Relocation Payments will be made proportionately to the
outstanding Class A Tracking Interests prior to any other principal
distributions from each such Loan
Group.
|
|
|
(b)
|
If
the Calculation Rate in respect of the outstanding Class A and
Class B
Tracking Interests is greater than the Subordinate Pass-Through
Rate,
Principal Relocation Payments will be made proportionately to the
outstanding Class B Tracking Interests prior to any other principal
distributions from each such Loan
Group.
|
In
each
case, Principal Relocation Payments will be made so as to cause the Calculation
Rate in respect of the outstanding Class A and Class B Tracking Interests
to
equal the Subordinate Pass-Through Rate. With respect to each Loan
Group in Aggregate Loan Group I, if (and to the extent that) the sum of (a)
the
principal payments received as of the Due Date (as adjusted for amounts
allocated to the related Class PO Component) and (b) the Realized Losses
(as
adjusted for amounts allocated to the related Class PO Component), are
insufficient to make the necessary reductions of principal on the Class A
and
Class B Tracking Interests, then interest will be added to such Loan Group’s
Class C Tracking Interest.
|
|
(c)
|
Unless
required to achieve the Calculation Rate, the outstanding aggregate
Class
A and Class B Tracking Interests for all Loan Groups in Aggregate
Loan
Group I will not be reduced below 1 percent of the excess of (i)
the
aggregate outstanding principal balances of all Loan Groups in
Aggregate
Loan Group I (as adjusted for amounts allocated to the related
Class PO
Component) as of the Due Date (reduced by principal prepayments
received
in the Prepayment Period related to that Due Date that are to be
distributed on the related Distribution Date) over (ii) the aggregate
Class Certificate Balance of the Group I Senior Certificates as
of the
related Distribution Date (after taking into account distributions
of
principal on such Distribution
Date).
|
If
(and
to the extent that) the limitation in paragraph (c) prevents the distribution
of
principal to the Class A and Class B Tracking Interests of a Loan Group,
and if
such Loan Group’s Class C Tracking Interest has already been reduced to zero,
then the excess principal from that Loan Group (as adjusted for amounts
allocated to the related Class PO Component) will be paid to the Class C
Tracking Interests of the other Loan Group in Aggregate Loan Group I if the
aggregate Class A and Class B Tracking Interests of such Loan Group are less
than one percent of the Subordinated Portion. If the Loan Group
corresponding to the Class C Tracking Interest that receives such payment
has a
weighted average Adjusted Net Mortgage Rate below the weighted average Adjusted
Net Mortgage Rate of the Loan Group making the payment, then the payment
will be
treated by the Sub WAC REMIC as a Realized Loss. Conversely, if the
Loan Group corresponding to the Class C Tracking Interest that receives such
payment has a weighted average Adjusted Net Mortgage Rate above the weighted
average Adjusted Net Mortgage Rate of the Loan Group making the payment,
then
the payment will be treated by the Sub WAC REMIC as a reimbursement
for prior Realized Losses.
10
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 a REMIC regular
interest, without creating any shortfall-actual or potential (other than
for
credit losses) to any REMIC regular interest.
-
II
-
THE
UPPER
TIER REMIC AND THE LOWER TIER REMIC
The
following table specifies the class designation, interest rate, and principal
amount for each class of Lower Tier REMIC Interests:
|
Lower
Tier REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Master REMIC Certificate
|
|
LTR-3-A-1
|
(1)
|
(3)
|
3-A-1
|
|
LTR-3-A-2
|
(1)
|
(3)
|
3-A-2
|
|
LTR-3-A-3
|
(1)
|
(3)
|
3-A-3
|
|
LTR-3-A-4
|
(1)
|
(3)
|
3-A-4
|
|
LTR-3-A-5
|
(1)
|
(3)
|
3-A-5
|
|
LTR-3-M-1
|
(1)
|
(3)
|
3-M-1
|
|
LTR-3-M-2
|
(1)
|
(3)
|
3-M-2
|
|
LTR-3-M-3
|
(1)
|
(3)
|
3-M-3
|
|
LTR-3-B
|
(1)
|
(3)
|
3-B
|
|
LTR-3-C
|
(2)
|
(3)
|
3-C
|
|
LTR-3-P
|
$ 100
|
(4)(5)
|
3-P
|
|
LTR-$100
|
$ 100
|
(5)
|
3-A-R
|
|
LTR-A-R
|
(6)
|
(6)
|
N/A
|
|
(1)
|
This
LTR REMIC Interest has a principal balance that is initially equal
to 100%
of its Corresponding Certificate Class issued by the Upper Tier
REMIC. Principal payments, both scheduled and prepaid, Realized
Losses and Subsequent Recoveries attributable to Loan Group 3 will
be
allocated to this Class to maintain its size relative to its Corresponding
Certificate Class.
|
|
(2)
|
This
LTR REMIC Interest has a principal balance that is initially equal
to 100%
of the Overcollateralization Amount. Principal payments, both
scheduled and prepaid, Realized Losses and Subsequent Recoveries
attributable to Loan Group 3 will be allocated to this class to
maintain
its size relative to the Overcollateralization
Amount.
|
|
(3)
|
The
pass-through rate with respect to any Distribution Date (and the
related
Interest Accrual Period) for this LTR REMIC Interest is a per annum
rate
equal to the weighted average Adjusted Net Mortgage Rate of the
Mortgage
Loans in Loan Group 3 (the “Pool Net Rate
Cap”).
|
|
(4)
|
This
LTR REMIC Interest is entitled to all Prepayment Charges with respect
to
the Mortgage Loans in Loan Group 3.
|
11
|
(5)
|
This
LTR REMIC Interest pays no
interest.
|
|
(6)
|
The
LTR-A-R is the sole class of residual interest in the Lower Tier
REMIC. It pays no interest
or principal.
|
On
each
Distribution Date, the Group II Interest Funds and the Group II Principal
Distribution Amount shall be payable with respect to the LTR REMIC Interests
in
the following manner:
|
|
(1)
|
Interest. Interest
is to be distributed with respect to each LTR REMIC Interest at
the rate,
or according to the formulas, described
above.
|
|
|
(2)
|
Principal. the
Group II Principal Distribution Amount shall be allocated among
the LTR
REMIC Interests as described above.
|
|
|
(3)
|
Prepayment
Charges. Prepayment Charges shall be allocated to the
LTR-3-P REMIC Interest.
|
The
following table sets forth characteristics of the Upper Tier REMIC Certificates,
together with minimum denominations and integral multiples in excess thereof
in
which such Classes shall be issuable (except that one Certificate of each
Class
of Group II Certificates may be issued in a different amount and, in addition,
one Residual Certificate representing the Tax Matters Person Certificate
may be
issued in a different amount):
|
Class
Designation
|
Initial
Class
Certificate
Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples
in
Excess of
Minimum
|
|
Class
3-A-1
|
$70,043,000
|
5.917%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-2
|
$70,043,000
|
5.729%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-3
|
$ 2,724,000
|
6.088%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-4
|
$31,868,000
|
5.755%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-A-5
|
$ 7,967,000
|
5.750%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-M-1
|
$ 4,282,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-M-2
|
$ 2,888,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-M-3
|
$ 4,582,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-B
|
$ 1,693,000
|
6.00%
(1)
|
$25,000.00
|
$1,000.00
|
|
Class
3-C
|
(2)
|
(3)
|
N/R
|
N/R
|
|
Class
3-P
|
$100
(6)
|
(4)
|
(5)
|
(5)
|
|
Class
A-R
|
$ 100
|
(6)
|
(6)
|
(6)
|
________________________________________
|
(1)
|
The
Pass-Through Rate for this Class of Upper Tier REMIC Certificates
will be
subject to an interest rate cap equal to the Pool Net Rate
Cap.
|
|
(2)
|
The
Class 3-C Interests have no principal balance. For Federal
income tax purposes, the Class
3-C Certificates will be treated as having a Class Certificate
Balance
equal to the Overcollateralized Amount.
|
|
12
|
(3)
|
For
each Interest Accrual Period the Class 3-C Certificates are entitled
to an
amount (the “Class 3-C Distributable Amount”) equal to the sum of (a) the
interest payable on the LTR-3-C Interest and (b) a specified portion
of
the interest payable on the Lower Tier REMIC Regular Interests
(other than
the LTR-$100, LTR-3-C and LTR-3-P Interests) equal to the excess
of the
Pool Net Rate Cap over the weighted average interest rate of the
Lower
Tier REMIC Interests (other than the LTR-$100, LTR-3-C and LTR-3-P
Interests) with each such Class subject to a cap and a floor equal
to the
interest rate of the corresponding Class of Upper Tier REMIC
Certificates. The interest rate of the Class 3-C Certificates
shall be a rate sufficient to entitle it to an amount equal to
all
interest accrued on the Mortgage Loans in Loan Group 3 less the
interest
accrued on the other Certificates issued by the Upper Tier
REMIC. The Class 3-C Distributable Amount for any Distribution
Date is payable from current interest on the Mortgage Loans and
any
related Overcollateralization Reduction Amount for that Distribution
Date.
|
|
(4)
|
This
Class of Upper Tier REMIC Certificates makes no interest
payments.
|
|
(5)
|
The
Class 3-P Certificates will also have a notional amount equal to
the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate
Loan
Group II with a Prepayment Charge. The Class P Certificates are
issuable in minimum notional amounts equal to a 20% Percentage
Interest
and any amount in excess thereof.
|
|
(6)
|
The
Class 3-A-R Certificates represent the sole Class of residual interest
in
the Upper Tier REMIC and in the Lower Tier REMIC. The Class
3-A-R Certificate shall be issued as two separate Certificates,
one with
an initial Class Certificate Balance of $99.99 and the Tax Matters
Person
Certificate with an initial Class Certificate Balance of
$0.01.
|
The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage
Loans to flow through to the Upper Tier REMIC as cash flow on a REMIC regular
interest, without creating any shortfall-actual or potential (other than
for
credit losses) to any REMIC regular interest.
13
Set
forth
below are designations of Classes or Components of Certificates and other
defined terms to the categories used herein:
Accretion
Directed Certificates
None.
Accretion
Directed Components
None.
Accrual
Certificates
None.
Accrual
Components
None.
Book-Entry
Certificates
All
Classes of Certificates other than the Physical Certificates.
COFI
Certificates
None.
Combined
Certificates
None.
Component
Certificates
Class
X
and Class PO Certificates.
Components
For
purposes of calculating distributions of principal and/or interest, the
Component Certificates, if any, will be comprised of multiple payment components
having the designations, Initial Component Balances or Notional Amounts,
as
applicable, and Pass-Through Rates set forth below:
|
Designation
|
Initial
Component
Balance/
Initial Component Notional Amount
|
Pass-Through
Rate
|
||
|
Class
X-1
|
$180,910,300
(1)
|
(2)
|
||
|
Class
X-2
|
$204,973,997
(1)
|
(3)
|
||
|
Class
PO-1
|
$136,139
|
(4)
|
||
|
Class
PO-2
|
$28,740
|
(4)
|
(1)
This
Component is a notional amount component, will have no Component Principal
Balance and will bear interest on its Notional Amount.
(2)
The
Pass-Through Rate for the Class X-1 Component for the Interest Accrual Period
for any Distribution Date will equal the excess of (a) the weighted average
of
the Adjusted Net Mortgage Rates of the Non-Discount Mortgage Loans in Loan
Group
1, weighted on the basis of the Stated Principal Balances thereof as of the
Due
Date in the preceding calendar month (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior Due Date),
over (b) 5.75%. The Pass-Through Rate for the Class X-1 Component for
the Interest Accrual Period for the first Distribution Date is 0.45419% per
annum.
(3)
The
Pass-Through Rate for the Class X-2 Component for the Interest Accrual Period
for any Distribution Date will equal the excess of (a) the weighted average
of
the Adjusted Net Mortgage Rates of the Non-Discount Mortgage Loans in Loan
Group
2, weighted on the basis of the Stated Principal Balances thereof as of the
Due
Date in the preceding calendar month (after giving effect to Principal
Prepayments received in the Prepayment Period related to such prior Due Date),
over (b) 6.00%. The Pass-Through Rate for the Class X-2 Component for
the Interest Accrual Period for the first Distribution Date is 0.84789% per
annum.
14
(4)
This
Component does not bear interest.
Delay
Certificates
All
interest-bearing Classes of Certificates other than the Non-Delay Certificates,
if any.
Depositable
Certificates
Class
1-A-1, Class 1-A-3, Class 1-A-4, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class
2-A-8, Class 2-A-9 and Class 2-A-10 Certificates
ERISA-Restricted
Certificates
The
Residual Certificates and Private Certificates and any Certificate of a Class
that does not have or no longer has a rating of at least BBB – or its equivalent
from at least one Rating Agency.
Exchangeable
Certificates
Class
1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,
Class
1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 2-A-11,
Class 2-A-12, Class 2-A-13, Class 2-A-14, Class 2-A-15, Class 2-A-16, Class
2-A-17, Class 2-A-18, Class 2-A-19, Class 2-A-20, Class 2-A-21, Class 2-A-22,
Class 2-A-23, Class 2-A-24, Class 2-A-25, Class 2-A-26, Class 2-A-27, Class
2-A-28, Class 2-A-29, Class 2-A-30, Class 2-A-31, Class 2-A-32, Class 2-A-33,
Class 2-A-34, Class 2-A-35, Class 2-A-36, Class 2-A-37, Class 2-A-38, Class
2-A-39, Class 2-A-40, Class 2-A-41, Class 2-A-42, Class 2-A-43 and Class
2-A-44
Certificates.
Floating
Rate Certificates.
Class
2-A-1 and Class 2-A-6 Certificates.
Group
1
Certificates
Group
1
Senior Certificates and the portions of the Group I Subordinated Certificates
related to Loan Group 1.
Group
1
Senior Certificates
Class
1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4 and Class A-R Certificates and
the
Class X-1 and Class PO-1 Components.
Group
2
Certificates
Group
2
Senior Certificates and the portions of the Group I Subordinated Certificates
related to Loan Group 2.
Group
2
Senior Certificates
Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8, Class 2-A-9 and Class 2-A-10 Certificates and the Class X-2
and
Class PO-2 Components.
Group
3
Certificates
Group
3
Senior Certificates and Group II Subordinated Certificates.
15
Group
3
Senior Certificates
Class 3-A-1,
Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5 and Class 3-A-R
Certificates.
Group
I
Certificates
Group
1
Certificates and Group 2 Certificates.
Group
I-B
Certificates
Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5
Certificates.
Group
I
Senior Certificates
Group
1
Senior Certificates and Group 2 Senior Certificates.
Group
I
Subordinated Certificates
Class
M,
Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates.
Group
II
Certificates
Group
3
Certificates.
Group
II
Senior Certificates
Group
3
Senior Certificates.
Group
II
Subordinated Certificates
Class
3-M-1, Class 3-M-2, Class 3-M-3 and Class 3-B Certificates.
Inverse
Floating Rate Certificates
Class
2-A-2 and Class 2-A-7 Certificates.
LIBOR
Certificates
The
Floating Rate Certificates and the Inverse Floating Rate
Certificates.
Non-Delay
Certificates
LIBOR
Certificates.
Notional
Amount Certificates
Class
1-A-7, Class 1-A-15, Class 2-A-2, Class 2-A-7, Class 2-A-14, Class
2-A-18, Class 2-A-22, Class 2-A-26, Class 2-A-30, Class 2-A-34, Class 2-A-38,
Class 2-A-42 and Class X Certificates.
Notional
Amount Components
Class
X-1
and Class X-2 Components.
Offered
Certificates
All
Classes of Certificates other than the Private Certificates.
Physical
Certificates
Private
Certificates and the Residual Certificates.
Planned
Principal Classes
None.
Prepayment
Certificates
Class
P
and Class 3-P Certificates.
Principal
Only Certificates
Class
1-A-9 and Class PO Certificates.
Private
Certificates
Class
P,
Class B-3, Class B-4, Class B-5, Class 3-P and Class 3-C
Certificates.
Rating
Agencies
Fitch,
S&P and Xxxxx’x.
Regular
Certificates
All
Classes of Certificates, other than the Residual Certificates.
Residual
Certificates
Class A-R
and Class 3-A-R Certificates.
16
Scheduled
Principal Classes
None.
Senior
Certificate Group
The
Group
1 Senior Certificates, the Group 2 Senior Certificates, the Group 3 Senior
Certificates, the Group I Senior Certificates or the Group II Senior
Certificates, as the context requires.
Senior
Certificates
Group
I
Senior Certificates and Group II Senior Certificates.
Subordinated
Certificates
Group
I
Subordinated Certificates and Group II Subordinated Certificates.
Targeted
Principal Classes
None.
Underwriter
Countrywide
Securities Corporation.
With
respect to any of the foregoing designations as to which the corresponding
reference is “None,” all defined terms and provisions herein relating solely to
such designations shall be of no force or effect, and any calculations herein
incorporating references to such designations shall be interpreted without
reference to such designations and amounts. Defined terms and
provisions herein relating to statistical rating agencies not designated
above
as Rating Agencies shall be of no force or effect.
If
the
aggregate Stated Principal Balance of the Initial Mortgage Loans in each
of Loan
Group 1, Loan Group 2 and Loan Group 3 on the Closing Date is equal to or
greater than the aggregate Class Certificate Balance of each of the Group 1
Certificates, the Group 2 Certificates and the Group 3 Certificates,
respectively, as of such date, all references herein to “Aggregate Supplemental
Purchase Amount”, “Aggregate Supplemental Transfer Amount”, “Capitalized
Interest Account”, “Capitalized Interest Requirement”, “Funding Period”,
“Funding Period Distribution Date”, “Remaining Non-PO Pre-Funded
Amount”, “Remaining PO Pre-Funded Amount”, “Pre-Funded Amount”, “Supplemental
Cut-off Date”, “Pre-Funding Account”, “Supplemental Mortgage Loan”,
“Supplemental Transfer Agreement” and “Supplemental Transfer Date” for that Loan
Group shall be of no force or effect and all provisions herein related thereto
shall similarly be of no force or effect.
17
ARTICLE
I
DEFINITIONS
|
|
SECTION
1.01.
|
General
Defined Terms and Defined Terms Related to the Group I
Certificates.
|
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Account: The
Escrow Account, the Certificate Account, the Distribution Account, the
Pre-Funding Account, the Capitalized Interest Account, the Corridor Contract
Reserve Fund, the Class 3-A-2 Reserve Fund, the Principal Reserve Fund, the
Exchangeable Certificates Distribution Account, the Carryover Reserve Fund
or
any other account related to the Trust Fund or the Mortgage Loans.
Accretion
Directed Certificates: As specified in the Preliminary
Statement.
Accretion
Direction Rule: Not
applicable.
Accrual
Amount: With
respect to any Class of Accrual Certificates or any Accrual Component
and any Distribution Date prior to
the related
Accrual Termination Date, the amount
allocable to interest on such Class of Accrual Certificates or Accrual Component
with respect to such Distribution
Date pursuant to Section
4.02(a).
Accrual
Certificates: As specified in the Preliminary
Statement.
Accrual
Components: As specified in the Preliminary
Statement.
Accrual
Termination Date: Not applicable.
Additional
Designated Information: As defined in Section 11.02.
Adjusted
Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less the Master Servicing Fee
Rate.
Adjusted
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the sum of the Trustee Fee
Rate
and the Master Servicing Fee Rate. For purposes of determining
whether any Substitute Mortgage Loan in Aggregate Loan Group I is a Discount
Mortgage Loan or a Non-Discount Mortgage Loan and for purposes of calculating
the applicable PO Percentage and the applicable Non-PO Percentage, each
Substitute Mortgage Loan in Aggregate Loan Group I shall be deemed to have
an
Adjusted Net Mortgage Rate equal to the Adjusted Net Mortgage Rate of the
Deleted Mortgage Loan for which it is substituted.
Advance: As
to a Loan Group, the payment required to be made by the Master Servicer with
respect to any Distribution Date pursuant to Section 4.01, the amount of
any
such payment being equal to the aggregate of payments of principal and interest
on the Mortgage Loans in such Loan Group that were due on the related Due
Date
and not received by the Master Servicer as of the close of business on the
related Determination Date, together with an amount equivalent to interest
on
each Mortgage Loan as to which the related Mortgaged Property is an REO Property
(net of any net income from such REO Property), less the aggregate amount
of any
such delinquent payments that the Master Servicer has determined would
constitute a Nonrecoverable Advance, if advanced.
I-1
Aggregate
Loan Group: Either Aggregate Loan Group I or Aggregate Loan Group
II, as applicable.
Aggregate
Loan Group I: Collectively, Loan Group 1 and Loan Group 2.
Aggregate
Loan Group II: Loan Group 3.
Aggregate
Loan Group I Optional Termination: The termination of the Group I
Certificates in connection with the purchase of the Mortgage Loans in Aggregate
Loan Group I pursuant to Section 9.01(a) hereof.
Aggregate
Loan Group I Optional Termination Date: The first Distribution
Date on which the aggregate Stated Principal Balance of the Mortgage Loans
in
Aggregate Loan Group I is less than or equal to 10% of the sum of (i) the
aggregate Stated Principal Balance of the Mortgage Loans in Aggregate Loan
Group
I as of the Initial Cut-off Date and (ii) the sum of the Pre-Funded Amounts
with
respect to Loan Group 1 and Loan Group 2, if any
Aggregate
Planned Balance: With respect to any group of Planned Principal
Classes or Components and any Distribution Date, the amount set forth for
such
group for such Distribution Date in Schedule V hereto.
Aggregate
Supplemental Purchase Amount: With respect to any Supplemental
Transfer Date and Loan Group, the applicable “Aggregate Supplemental Purchase
Amount” identified in the related Supplemental Transfer Agreement for such Loan
Group, which shall be an estimate of the aggregate Stated Principal Balances
of
the Supplemental Mortgage Loans to be included in such Loan Group identified
in
such Supplemental Transfer Agreement.
Aggregate
Supplemental Transfer Amount: With respect to any Supplemental
Transfer Date and Loan Group, the aggregate Stated Principal Balance as of
the
related Supplemental Cut-off Date of the Supplemental Mortgage Loans to be
included in such Loan Group conveyed on such Supplemental Transfer Date,
as
listed on the revised Mortgage Loan Schedule delivered pursuant to Section
2.01(f); provided, however, that such amount shall not exceed the amount
on
deposit in the Pre-Funding Account allocated to purchasing Supplemental Mortgage
Loans for such Loan Group.
Aggregate
Targeted Balance: With respect to any group of Targeted Principal
Classes or Components and any Distribution Date, the amount set forth for
such
group for such Distribution Date in Schedule V hereto.
Agreement: This
Pooling and Servicing Agreement and all amendments or supplements
hereto.
Allocable
Share: As to any Distribution Date and any Mortgage Loan in
Aggregate Loan Group I (i) with respect to each Class PO Component, zero,
(ii)
with respect to each Class X Component, (a) the ratio that the excess, if
any,
of the Adjusted Net Mortgage Rate with respect to such Mortgage Loan in
Aggregate Loan Group I, over, the related Required Coupon bears to such Adjusted
Net Mortgage Rate or (b) if the Adjusted Net Mortgage Rate with respect to
such
Mortgage Loan in Aggregate Loan Group I does not exceed the related Required
Coupon, zero, and (iii) with respect to each other Class of Group I Certificates
the product of (a) the lesser of (I) the ratio that the related Required
Coupon
bears to the Adjusted Net Mortgage Rate of such Mortgage Loan and (II) one,
multiplied by (b) the ratio that the amount calculated with respect to such
Distribution Date (A) with respect to the Senior Certificates of the related
Senior Certificate Group, pursuant to clause (i) of the definition of Class
Optimal Interest Distribution Amount (without giving effect to any reduction
of
such amount pursuant to Section 4.02(d)) and (B) with respect to the Group
I
Subordinated Certificates, pursuant to the definition of Assumed Interest
Amount
or after a Senior Termination Date pursuant to clause (i) of the definition
of
Class Optimal Interest Distribution Amount (without giving effect to any
reduction of such amount pursuant to Section 4.02(d)) bears to the amount
calculated with respect to such Distribution Date for each Class of Certificates
pursuant to clause (i) of the definition of Class Optimal Interest Distribution
Amount (without giving effect to any reduction of such amount pursuant to
Section 4.02(d)) or the definition of Assumed Interest Amount, as
applicable.
I-2
Amount
Available for Senior Principal: As to any Distribution Date and
(a) Loan Group 1, the Group I Available Funds for such Distribution Date
and
Loan Group, reduced by the aggregate amount distributable (or allocable to
the
Accrual Amount, if applicable) on such Distribution Date in respect of interest
on the related Senior Certificates pursuant to Section 4.02(a)(1)(ii) and
(b)
Loan Group 2, the Group I Available Funds for such Distribution Date and
Loan
Group, reduced by the aggregate amount distributable (or allocable to the
Accrual Amount, if applicable) on such Distribution Date in respect of interest
on the related Senior Certificates pursuant to Section
4.02(a)(2)(ii).
Amount
Held for Future Distribution: As to any Distribution Date and
Mortgage Loans in a Loan Group, the aggregate amount held in the Certificate
Account at the close of business on the related Determination Date on account
of
(i) Principal Prepayments received after the related Prepayment Period and
Liquidation Proceeds and Subsequent Recoveries received in the month of such
Distribution Date relating to such Loan Group and (ii) all Scheduled Payments
due after the related Due Date relating to such Loan Group.
Applicable
Credit Support Percentage: As defined in Section
4.02(e).
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value of
the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sale price of the Mortgaged Property at
the
time of the origination of such Mortgage Loan; (ii) with respect to a
Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
Loan,
the value of the Mortgaged Property based upon the appraisal made-at the
time of
the origination of such Refinancing Mortgage Loan; and (iii) with respect
to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with
respect to the Original Mortgage Loan at the time of the origination thereof
was
80% or less and the loan amount of the new mortgage loan is $650,000 or less,
the value of the Mortgaged Property based upon the appraisal made at the
time of
the origination of the Original Mortgage Loan and (b) if the loan-to-value
ratio
with respect to the Original Mortgage Loan at the time of the origination
thereof was greater than 80% or the loan amount of the new loan being originated
is greater than $650,000, the value of the Mortgaged Property based upon
the
appraisal (which may be a drive-by appraisal) made at the time of the
origination of such Streamlined Documentation Mortgage Loan.
Assumed
Balance: For a Distribution Date and Loan Group in Aggregate Loan Group I,
an amount equal to the Subordinated Percentage for that Distribution Date
relating to that Loan Group of the aggregate of the applicable Non-PO Percentage
of the Stated Principal Balance of each Mortgage Loan in such Loan Group
as of
the Due Date occurring in the month prior to the month of that Distribution
Date
(after giving effect to Principal Prepayments received in the Prepayment
Period
related to such Due Date).
Assumed
Interest Amount: With respect to any Distribution Date and each
Class of Group I Subordinated Certificates, one month’s interest accrued during
the related Interest Accrual Period at the Pass-Through Rate for such Class
on
the applicable Subordinated Portion immediately prior to that Distribution
Date.
I-3
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Book-Entry
Certificates: As specified in the Preliminary
Statement.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day
on which banking institutions in the City of New York, New York, or the States
of California or Texas or the city in which the Corporate Trust Office of
the
Trustee is located are authorized or obligated by law or executive order
to be
closed.
Calculation
Rate: For each Distribution Date, the product of (i) 10 and (ii)
the weighted average rate of the outstanding Class A and Class B Interests,
treating each Class A Interest as having an interest rate equal to 0.00%
per
annum.
Capitalized
Interest Account: The separate Eligible Account designated as such and
created and maintained by the Trustee pursuant to Section 3.05(h)
hereof. The Capitalized Interest Account shall be treated as an
“outside reserve fund” under applicable Treasury regulations and shall not be
part of any REMIC. Except as provided in Section 3.05(h) hereof, any
investment earnings on the amounts on deposit in the Capitalized Interest
Account shall be treated as owned by the Depositor and will be taxable to
the
Depositor.
Capitalized
Interest Requirement: With respect to each Funding Period Distribution Date
and any Loan Group, the excess, if any, of (a) the sum of (1) the amount
calculated pursuant to clause (i) of the definition of Class Optimal
Interest Distribution Amount for each Class of related Certificates for
such Distribution Date, (2) the portion of the Trustee Fee allocated to such
Loan Group and (3) with respect to Loan Group 3, the Class 3-A-2 Premium,
over
(b) with respect to each Mortgage Loan in that Loan Group, (1) 1/12 of the
product of the related Adjusted Mortgage Rate and the related Stated Principal
Balance as of the related Due Date (prior to giving effect to any Scheduled
Payment due on such Mortgage Loan on such Due Date) minus (2) any related
reductions required by Section 4.02(d) hereof. On the Closing Date,
the amount deposited in the Capitalized Interest Account shall be $153,974.19
of
which $11,278.82 will be allocated to Loan Group 1, $105,379.09 will be
allocated to Loan Group 2 and $37,316.28 will be allocated to Loan Group
3.
Ceiling
Rate: With respect to each Class of Covered Certificates, the
percentages set forth below:
|
Class
of Covered Certificates
|
Ceiling
Rate
|
|
|
Class
2-A-1
Certificates
|
9.30%
|
|
|
Class
2-A-6
Certificates
|
8.90%
|
Certificate: Any
one of the Certificates executed by the Trustee in substantially the forms
attached hereto as exhibits.
Certificate
Account: The separate Eligible Account or Accounts created and
maintained by the Master Servicer pursuant to Section 3.05 with a depository
institution, initially Countrywide Bank, N.A., in the name of the Master
Servicer for the benefit of the Trustee on behalf of Certificateholders and
designated “Countrywide Home Loans Servicing LP, in trust for the registered
holders of Alternative Loan Trust 2007-J1, Mortgage Pass-Through Certificates,
Series 2007-J1.”
I-4
Certificate
Balance: With respect to any Certificate at any date, other than
a Notional Amount Certificate or, the maximum dollar amount of principal
to
which the Holder thereof is then entitled hereunder, such amount being equal
to
the Denomination thereof (A) plus any increase in the Certificate Balance
of
such Certificate pursuant to Section 4.02 due to the receipt of Subsequent
Recoveries, (B) minus the sum of (i) all distributions of principal previously
made with respect thereto and (ii) in the case of the Group I Certificates,
all
Realized Losses allocated thereto, in the case of the Group II Certificates,
any
Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates pursuant to Section 4.02 without duplication and, in the
case
of any Class of Subordinated Certificates, all other reductions in Certificate
Balance previously allocated thereto pursuant to Section 4.04 and (C) in
the
case of any Class of Accrual Certificates, increased by the Accrual Amount
added
to the Class Certificate Balance of such Class prior to such
date. The Notional Amount Certificates have no Certificate
Balances. Exclusively for the purpose of determining any subrogation
rights of the Class 3-A-2 Insurer arising under Section 4.10 hereof,
“Certificate Balance” of the Class 3-A-2 Certificates shall not be reduced by
the amount of any payments made by MBIA in respect of principal on such
Certificates under the Class 3-A-2 Policy, except to the extent such payment
shall have been reimbursed to the Class 3-A-2 Insurer pursuant to the provisions
of this Agreement
Certificate
Group: The Group 1 Certificates, the Group 2 Certificates, the Group 3
Certificates, the Group I Certificates or the Group II Certificates as the
context requires.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate. For the
purposes of this Agreement, in order for a Certificate Owner to enforce any
of
its rights hereunder, it shall first have to provide evidence of its beneficial
ownership interest in a Certificate that is reasonably satisfactory to the
Trustee, the Depositor, and/or the Master Servicer, as applicable.
Certificate
Register: The register maintained pursuant to Section 5.02
hereof.
Certificateholder
or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose
of
giving any consent pursuant to this Agreement, any Certificate registered
in the
name of the Depositor or any affiliate of the Depositor shall be deemed not
to
be Outstanding and the Percentage Interest evidenced thereby shall not be
taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that
if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be Outstanding for purposes of any provision hereof (other than the second
sentence of Section 10.01 hereof) that requires the consent of the Holders
of
Certificates of a particular Class as a condition to the taking of any
action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Depositor or any affiliate of the Depositor in determining
which Certificates are registered in the name of an affiliate of the
Depositor.
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
2-A-1 Corridor Contract: With respect to the Class 2-A-1
Certificates, the transaction evidenced by the related Confirmation, a form
of
which is attached hereto as Exhibit R.
I-5
Class
2-A-6 Corridor Contract: With respect to the Class 2-A-6
Certificates, the transaction evidenced by the related Confirmation, a form
of
which is attached hereto as Exhibit R.
Class Certificate
Balance: With respect to any Class and as to any date of
determination, the aggregate of the Certificate Balances of all Certificates
of
such Class as of such date.
Class Interest
Shortfall: As to any Distribution Date and Class of Group I
Certificates, the amount by which the amount described in clause (i) of the
definition of Class Optimal Interest Distribution Amount for such
Class exceeds the amount of interest actually distributed on such
Class on such Distribution Date pursuant to such clause (i).
Class
M-A-R Interests: As defined in the Preliminary Statement.
Class Optimal
Interest Distribution Amount: With respect to any Distribution
Date and interest bearing Class of Group I Certificates or, with respect to
any interest-bearing Component, the sum of (i) one month’s interest accrued
during the related Interest Accrual Period at the Pass-Through Rate for such
Class on the related Class Certificate Balance, Component Balance,
Notional Amount or Component Notional Amount, as applicable, immediately
prior
to such Distribution Date, subject to reduction as provided in Section 4.02(d)
and (ii) any Class Unpaid Interest Amounts for such Class or
Component. Interest shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
Class
P Principal Distribution
Date: As to
either Class of Prepayment Certificates, the first Distribution Date that
occurs
after the end of the latest Prepayment Charge Period for all Mortgage Loans
in
the related Aggregate Loan Group that have a Prepayment
Charge.
Class
PO Component: The Class PO-1 or Class PO-2 Component, as
applicable.
Class PO
Deferred Amount: As to any Distribution Date and Loan Group in
Aggregate Loan Group I, the aggregate of the applicable PO Percentage of
each
Realized Loss on a Discount Mortgage Loan in that Loan Group to be allocated
to
the related Class PO Component on such Distribution Date on or prior to the
Senior Credit Support Depletion Date or previously allocated to such Class
PO
Component and not yet paid to the Holders of the Class PO
Certificates.
Class
ST-A-R Interests: As defined in the Preliminary Statement.
Class
ST REMIC Interests: As defined in the Preliminary Statement.
Class Subordination
Percentage: With respect to any Distribution Date and each
Class of Group I Subordinated Certificates, the quotient (expressed as a
percentage) of (a) the Class Certificate Balance of such
Class of Group I Subordinated Certificates immediately prior to
such Distribution Date divided by (b) the aggregate of the
Class Certificate Balances immediately prior to such Distribution Date of
all Classes of Group I Certificates.
Class
SW-A-R Interests: As defined in the Preliminary Statement.
Class
Sub WAC REMIC Interests: As defined in the Preliminary
Statement.
Class Unpaid
Interest Amounts: As to any Distribution Date and Class of
interest bearing Group I Certificates, the amount by which the aggregate
Class Interest Shortfalls for such Class on prior Distribution Dates
exceeds the amount distributed on such Class on prior Distribution Dates
pursuant to clause (ii) of the definition of Class Optimal Interest
Distribution Amount.
I-6
Closing
Date: February 28, 2007.
Code: The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
COFI: The
Monthly Weighted Average Cost of Funds Index for the Eleventh District Savings
Institutions published by the Federal Home Loan Bank of San
Francisco.
COFI
Certificates: As specified in the Preliminary
Statement.
Combined
Certificates: As specified in the Preliminary
Statement.
Combined
Certificates Payment Rule: Not applicable.
Commission: The
U.S. Securities and Exchange Commission.
Compensating
Interest: As to any Distribution Date and Loan Group an amount
equal to the product of one-twelfth of 0.125% and the aggregate Stated Principal
Balance of the Mortgage Loans in such Loan Group as of the Due Date in the
prior
calendar month.
Component: As
specified in the Preliminary Statement.
Component
Balance: With respect to any Component and any Distribution Date,
the Initial Component Balance thereof on the Closing Date, (A) plus any increase
in the Component Balance of such Component pursuant to Section 4.02 due to
the
receipt of Subsequent Recoveries, (B) minus the sum of all amounts applied
in
reduction of the principal balance of such Component and Realized Losses
allocated thereto on previous Distribution Dates.
Component
Certificates: As specified in the Preliminary
Statement.
Component
Notional Amount: With respect to any Distribution Date and the
Class X-1 and Class X-2 Components, an amount equal to the aggregate of the
Stated Principal Balances of the Non-Discount Mortgage Loans in the related
Loan
Group as of the Due Date in the preceding calendar month (after giving effect
to
Principal Prepayments received in the Prepayment Period related to such Due
Date).
Confirmation: With
respect to the Class 2-A-1 Corridor Contract, the amended Confirmation
(reference FXNEC9158), dated February 26, 2007, evidencing a transaction
between
Bear Xxxxxxx Financial Products, Inc. and Countrywide Home Loans,
Inc. With respect to the Class 2-A-6 Corridor Contract, the
Confirmation (reference 2448728 / 2448727), dated February 27, 2007, evidencing
a transaction between Bank of America, N.A. 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.
I-7
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-J1), 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 Class 2-A-1 Corridor Contract or the Class 2-A-6
Corridor Contract, as applicable.
Corridor
Contract Assignment Agreement: With respect to the Class 2-A-1
Corridor Contract, the agreement, dated as of the Closing Date, among
Countrywide Home Loans, Inc., the Supplemental Interest Trustee and Bear
Xxxxxxx
Financial Products, Inc., a form of which is attached hereto as Exhibit
S-1.
Corridor
Contract Counterparty: Bank of America, N.A. or Bear Xxxxxxx
Financial Products Inc., as applicable.
Corridor
Contract Reserve Fund: The separate fund created and initially
maintained by the Supplemental Interest Trustee pursuant to Section 3.05(i)
in
the name of the Supplemental Interest Trustee for the benefit of the Holders
of
the Covered Certificates and designated “The Bank of New York in trust for
registered holders of CWALT, Inc., Alternative Loan Trust 2007-J1, Mortgage
Pass-Through Certificates, Series 2007-J1.” Funds in the Corridor
Contract Reserve Fund shall be held in trust for the Holders of the Covered
Certificates for the uses and purposes set forth in this
Agreement. For all federal income tax purposes, the Corridor Contract
Reserve Fund will be beneficially owned by the Underwriter.
Corridor
Contract Scheduled Termination Date: With respect to the Class
2-A-1 Corridor Contract, the Distribution Date in July 2012. With
respect to the Class 2-A-6 Corridor Contract, the Distribution Date in January
2010.
Countrywide: Countrywide
Home Loans, Inc., a New York corporation, and its successors and assigns
in its
capacity as the seller of the Countrywide Mortgage Loans to the
Depositor.
Countrywide
Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Countrywide is the applicable
Seller.
Covered
Certificates: The Class 2-A-1 and Class 2-A-6
Certificates.
Cross-Over
Situation: For any Distribution Date and for each Loan Group in Aggregate
Loan Group I (after taking into account principal distributions on such
Distribution Date) with respect to the Class A and Class B Lower Tier REMIC
Interests, a situation in which the Class A and Class B Interests corresponding
to any Loan Group in Aggregate Loan Group I are in the aggregate less than
1% of
the Subordinated Portion of the Loan Group to which they
correspond.
Cut-off
Date: In the case of
any Initial
Mortgage Loan, the Initial Cut-off Date, and in the case of any Supplemental
Mortgage Loan, the related Supplemental Cut-off Date.
Cut-off
Date Pool Principal
Balance: As
to each Aggregate Loan Group,
an amount equal to the
sum
of (x)
the related Initial
Cut-off Date Pool Principal
Balance plus (y)
the
amount, if any,
deposited in the Pre-Funding Account
on the Closing Date and allocated to the
Loan Group(s) in
such Aggregate Loan Group.
I-8
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 in Aggregate
Loan Group I, a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan
which
became final and non-appealable, except such a reduction resulting from a
Deficient Valuation or any reduction that results in a permanent forgiveness
of
principal.
Defective
Mortgage Loan: Any Mortgage Loan which 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)
hereof.
Delay
Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to the Trustee on the
Closing Date or Supplemental Transfer Date, as applicable. The number
of Delay Delivery Mortgage Loans shall not exceed 50% of the aggregate number
of
Initial Mortgage Loans in a Loan Group as of the Closing Date and 90% of
the
Supplemental Mortgage Loans conveyed on a Supplemental Transfer Date to a
Loan
Group. To the extent that Countrywide Home Loans Servicing LP shall
be in possession of any Mortgage Files with respect to any Delay Delivery
Mortgage Loan, until delivery of such Mortgage File to the Trustee as provided
in Section 2.01, Countrywide Home Loans Servicing LP shall hold such files
as
Master Servicer hereunder, as agent and in trust for the Trustee.
Deleted
Mortgage Loan: As defined in Section 2.03(c) hereof.
Denomination: With
respect to each Certificate, the amount set forth on the face thereof as
the
“Initial Certificate Balance of this Certificate” or the “Initial Notional
Amount of this Certificate” or, if neither of the foregoing, the Percentage
Interest appearing on the face thereof.
Depositor: CWALT,
Inc., a Delaware corporation, or its successor in interest.
Depository: The
initial Depository shall be The Depository Trust Company, the nominee of
which
is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
I-9
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination
Date: As to any Distribution Date, the 22nd day of each month or
if such 22nd day is not a Business Day the next preceding Business Day;
provided, however, that if such 22nd day or such Business Day, whichever
is
applicable, is less than two Business Days prior to the related Distribution
Date, the Determination Date shall be the first Business Day which is two
Business Days preceding such Distribution Date.
Discount
Mortgage Loan: Any Mortgage Loan in a Loan Group in Aggregate
Loan Group I with an Adjusted Net Mortgage Rate that is less than the Required
Coupon for that Loan Group.
Distribution
Account: The separate Eligible Account created and maintained by
the Trustee pursuant to Section 3.05 in the name of the Trustee for the benefit
of the Certificateholders and designated “The Bank of New York in trust for
registered holders of Alternative Loan Trust 2007-J1, Mortgage Pass-Through
Certificates, Series 2007-J1.” 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 March, 2007.
Due
Date: With respect to any Distribution Date, the related Due Date
is the first day of the month in which that Distribution Date
occurs.
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of Moody’s or Fitch and one of the two highest short-term
ratings of S&P, if S&P is a Rating Agency, at the time any amounts are
held on deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by the FDIC
(to
the limits established by the FDIC) and the uninsured deposits in which accounts
are otherwise secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders have a claim
with respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in
which
such account is maintained, or (iii) a trust account or accounts maintained
with
(a) the trust department of a federal or state chartered depository institution
or (b) a trust company, acting in its fiduciary capacity or (iv) any other
account acceptable to each Rating Agency. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.
Eligible
EPD Protected Mortgage Loan: A Mortgage Loan that (i) was
originated not more than one year prior to the Closing Date or the related
Supplemental Transfer Date, as applicable, (ii) was purchased by a Seller
or one
of its affiliates pursuant to a purchase agreement containing provisions
under
which the seller thereunder has become obligated to repurchase such Mortgage
Loan from Countrywide due to a Scheduled Payment due on or prior to the first
Scheduled Payment owing to the Trust Fund becoming delinquent and (iii) was
not
purchased through Countrywide Home Loan Inc.’s Correspondent Lending
Division.
I-10
Eligible
Repurchase Month: As defined in Section 3.11 hereof.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting: A best efforts or firm commitment underwriting or
private placement that meets the requirements of 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) hereof.
Event
of Default: As defined in Section 7.01 hereof.
Excess
Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds received with
respect to such Mortgage Loan during the calendar month in which such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously reimbursed
to
the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the Due Date in the month in which
such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest
at
the Mortgage Rate from the Due Date as to which interest was last paid or
advanced (and not reimbursed) to Certificateholders up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
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.
Exchange
Fee: As defined in Section 5.07(e).
Exchangeable
Certificates: As specified in the Preliminary
Statement.
Exchangeable
Certificates Distribution Account: The separate Eligible Account
created and maintained by the Trustee on behalf of the ES Trust pursuant
to
Section 5.07(a) in the name of the Trustee for the benefit of the Holders
of the
Exchangeable Certificates and designated “The Bank of New York in trust for
registered Holders of Alternative Loan Trust 2007-J1, Mortgage Pass-Through
Certificates, Series 2007-J1.” Funds in the Exchangeable Certificates
Distribution Account shall be held in trust for the Certificateholders for
the
uses and purposes set forth in this Agreement.
Expense
Rate: As to each Mortgage Loan, the sum of the Master Servicing
Fee Rate and the Trustee Fee Rate.
FDIC: The
Federal Deposit Insurance Corporation, or any successor thereto.
I-11
FHLMC: The
Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home
Finance
Act of 1970, as amended, or any successor thereto.
Final
Certification: As defined in Section 2.02(a) hereof.
FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fitch: Fitch,
Inc., or any successor thereto. If Fitch is designated as a Rating
Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
address for notices to Fitch shall be Fitch, Inc., 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.
FNMA: The
Federal National Mortgage Association, a federally chartered and privately
owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
Form
10-D Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending against such Person, or against
any of the Trust Fund, the Depositor, the Trustee, the 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.
Funding
Period: The period from the Closing Date until the earliest of
(i) the date on which the amount on deposit in the Pre-Funding Account is
less
than $150,000, or (ii) an Event of Default occurs or (iii) March 31,
2007.
Funding
Period Distribution Date: Each Distribution Date during the
Funding Period and, if the Funding Period ends after the Distribution Date
in a
month, the immediately succeeding Distribution Date.
Group
1 Certificates: As specified in the Preliminary
Statement.
Group
1 Priority Amount: With respect to any Distribution Date, the sum of (i) the
product of (A) the Scheduled Principal Distribution Amount, (B) the Shift
Percentage and (C) the Group 1 Priority Percentage and (ii) the product of
(A)
the Unscheduled Principal Distribution Amount, (B) the Shift Percentage and
(C)
the Group 1 Priority Percentage.
Group
1 Priority Percentage: As to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the Class
Certificate Balance of the Class 1-A-4 Certificates immediately prior to
such
Distribution Date and the denominator of which is the aggregate of the
applicable Non-PO Percentage of the Stated Principal Balance of each Mortgage
Loan in Loan Group 1 as of the Due Date in the month preceding the month
of such
Distribution Date (after giving effect to Principal Prepayments received
in the
Prepayment Period related to that prior Due Date).
Group
1 Senior Certificates: As specified in the Preliminary
Statement.
Group
2 Certificates: As specified in the Preliminary
Statement.
I-12
Group
2 Senior Certificates: As specified in the Preliminary
Statement.
Group
3 Certificates: As specified in the Preliminary
Statement.
Group
3 Senior Certificates: As specified in the Preliminary
Statement.
Group
I Available Funds: As to any Distribution Date and the Mortgage
Loans in a Loan Group in Aggregate Loan Group I, the sum of (a) the aggregate
amount held in the Certificate Account at the close of business on the related
Determination Date, including any Subsequent Recoveries, in respect of such
Mortgage Loans net of the related Amount Held for Future Distribution, net
of
the related Prepayment Charges received and net of amounts permitted to be
withdrawn from the Certificate Account pursuant to clauses (i) –(viii),
inclusive, of Section 3.08(a) in respect of such Mortgage Loans, and amounts
permitted to be withdrawn from the Distribution Account pursuant to clauses
(i)
–(v), inclusive, of Section 3.08(b) in respect of such Mortgage Loans, (b)
the
amount of the related Advance, (c) in connection with Defective Mortgage
Loans
in such Loan Group, as applicable, the aggregate of the Purchase Prices and
Substitution Adjustment Amounts deposited on the related Distribution Account
Deposit Date, (d) on each Funding Period Distribution Date, the amount, if
any,
transferred from the Capitalized Interest Account in respect of the applicable
Capitalized Interest Requirement, and (e) on the last Funding Period
Distribution Date, the amount, if any, transferred from the Pre-Funding Account
representing the Remaining Non-PO Pre-Funded Amount with respect to that
Loan
Group and the Remaining PO Pre-Funded Amount with respect to that Loan Group;
provided, however, that after a Senior Termination Date, Group I Available
Funds
with respect to the Loan Group relating to the remaining Senior Certificate
Group related to Aggregate Loan Group I shall include the Group I Available
Funds from the other Loan Group in Aggregate Loan Group I after all
distributions are made on the Senior Certificates of the other Senior
Certificate Group related to Aggregate Loan Group I and on any Distribution
Date
thereafter, Group I Available Funds for Aggregate Loan Group I shall be
calculated based upon all the Mortgage Loans in Aggregate Loan Group I, as
opposed to the Mortgage Loans in the related Loan Group. The Holders
of the Class P Certificates will be entitled to all Prepayment Charges received
on the Mortgage Loans in Aggregate Loan Group I and such amounts will not
be
available for distribution to the Holders of any other Class of
Certificates.
Group
I Certificates: As specified in the Preliminary
Statement
Group
I Senior Certificates: As specified in the Preliminary
Statement.
Group
II Certificates: As specified in the Preliminary
Statement
Group
II Senior Certificates: As specified in the Preliminary
Statement.
Index: With
respect to any Interest Accrual Period for the COFI Certificates, if any,
the
then-applicable index used by the Trustee pursuant to Section 4.07 to determine
the applicable Pass-Through Rate for such Interest Accrual Period for the
COFI
Certificates.
Indirect
Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Initial
Certification: As defined in Section
2.02(a) hereof.
Initial
Component Balance: As specified in the Preliminary
Statement.
I-13
Initial
Cut-off Date: With respect to any Initial Mortgage Loan, the
later of (i) the date of origination of such Mortgage Loan and (ii) February
1,
2007.
Initial
Cut-off Date Pool Principal Balance: As to Aggregate Loan Group I
and Aggregate Loan Group II, $371,443,786.03 and $199,177,324.13,
respectively.
Initial
LIBOR Rate: 5.32% per annum.
Initial
Mortgage Loan: A Mortgage Loan conveyed to the Trust Fund on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.
Insurance
Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy other than the Class 3-A-2 Policy, including all
riders and endorsements thereto in effect, including any replacement policy
or
policies for any Insurance Policies.
Insurance
Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest
Accrual Period: With respect to each Class of Delay Certificates,
its corresponding Sub WAC REMIC Regular Interest and any Distribution Date,
the
calendar month prior to the month of such Distribution Date. With
respect to any Class of Non-Delay Certificates, its corresponding Sub WAC
REMIC
Regular Interest and any Distribution Date, the one month period commencing
on
the 25th day of the month preceding the month in which such Distribution
Date
occurs and ending on the 24th day of the month in which such Distribution
Date
occurs.
Interest
Determination Date: With respect to (a) any Interest Accrual
Period for any LIBOR Certificates and (b) any Interest Accrual Period for
the
COFI Certificates for which the applicable Index is LIBOR, the second Business
Day prior to the first day of such Interest Accrual Period.
Interest
Distribution Amount: With respect to any Distribution Date, the
related Class Optimal Interest Distribution Amount prior to any reduction
pursuant to Section 4.02(d).
Item
1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement, the Corridor Contract Counterparties and any other material
transaction party, as identified in Exhibit X hereto, as updated pursuant
to
Section 11.04.
Investment
Letter: As defined in Section 5.02(b).
Latest
Possible Maturity Date: The Distribution Date following the third
anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.
Lender
PMI Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the borrower) acquires the Primary Insurance Policy and charges
the
related borrower an interest premium.
LIBOR: The
London interbank offered rate for one-month United States dollar deposits
calculated in the manner described in Section 4.08.
I-14
LIBOR
Certificates: As specified in the Preliminary
Statement.
Limited
Exchange Act Reporting Obligations: The obligations of the Master
Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
to
notice and information to be provided to the Depositor and Article XI (except
Section 11.07(a)(1) and (2)).
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) which was liquidated in the calendar
month preceding the month of such Distribution Date and as to which the Master
Servicer has determined (in accordance with this Agreement) that it has received
all amounts it expects to receive in connection with the liquidation of such
Mortgage Loan, including the final disposition of an REO Property.
Liquidation
Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage
Loans,
whether through trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Master Servicing Fees, Servicing Advances
and Advances.
Loan
Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3, as
applicable.
Loan
Group 1: All Mortgage Loans identified as Group 1 Mortgage Loans
on the Mortgage Loan Schedule.
Loan
Group 2: All Mortgage Loans identified as Group 2 Mortgage Loans
on the Mortgage Loan Schedule.
Loan
Group 3: All Mortgage Loans identified as Group 3 Mortgage Loans
on the Mortgage Loan Schedule.
Loan-to-Value
Ratio: With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of
which
is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the
related
Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Lower
Tier REMIC: As specified in the Preliminary
Statement.
Lower
Tier REMIC Interest: As specified in the Preliminary
Statement.
Class
LTR-A R Interest: As specified in the Preliminary
Statement.
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.
I-15
Master
Servicer: Countrywide Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as master servicer
hereunder.
Master
Servicer Advance Date: As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Master
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount payable out of each full payment of interest received on
such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
Due
Date in the month preceding the month of such Distribution Date, subject
to
reduction as provided in Section 3.14.
Master
Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate set forth on the Mortgage Loan Schedule.
MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS
®
System: The system of recording transfers of mortgages
electronically maintained by MERS.
Middle
Tier REMIC: As specified in the Preliminary
Statement.
Middle
Tier REMIC Interest: As specified in the Preliminary
Statement.
Middle
Tier REMIC Regular Interest: As specified in the Preliminary
Statement.
MIN: The
Mortgage Identification Number for any MERS Mortgage Loan.
MOM
Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.06.
Moody’s: 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 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions hereof
and
any Supplemental Transfer Agreement and that are held as a part of the Trust
Fund (including any REO Property), the mortgage loans so held being identified
in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition
of title of the related Mortgaged Property.
I-16
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the addition of Substitute Mortgage
Loans, the addition of any Supplemental Mortgage Loans pursuant to the
provisions of this Agreement and any Supplemental Transfer Agreement and
the
deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, attached hereto as Schedule I, setting forth the
following information with respect to each Mortgage Loan by Loan
Group:
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(i)
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the
loan number;
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(ii)
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the
Mortgagor’s name and the street address of the Mortgaged Property,
including the zip code;
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(iii)
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the
maturity date;
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(iv)
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the
original principal balance;
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(v)
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the
Cut-off Date Principal Balance;
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(vi)
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the
first payment date of the Mortgage
Loan;
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(vii)
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the
Scheduled Payment in effect as of the Cut-off
Date;
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(viii)
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the
Loan-to-Value Ratio at origination;
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(ix)
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a
code indicating whether the residential dwelling at the time of
origination was represented to be
owner-occupied;
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(x)
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a
code indicating whether the residential dwelling is either (a)
a detached
single family dwelling (b) a dwelling in a de minimis PUD, (c)
a
condominium unit or PUD (other than a de minimis PUD), (d) a two-
to
four-unit residential property or (e) a Cooperative
Unit;
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(xi)
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the
Mortgage Rate;
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(xii)
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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;
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(xiii)
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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;
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(xiv)
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the
purpose for the Mortgage Loan;
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(xv)
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the
type of documentation program pursuant to which the Mortgage Loan
was
originated;
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(xvi)
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the
direct servicer as of the Cut-off Date and the Master Servicing
Fee Rate;
and
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I-17
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(xvii)
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a
code indicating whether the Mortgage Loan is a MERS Mortgage
Loan.
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Such
schedule shall also set forth the total of the amounts described under (iv)
and
(v) above for all of the Mortgage Loans and for each Loan Group and Aggregate
Loan Group. Countrywide shall update the Mortgage Loan Schedule in
connection with each Supplemental Transfer Agreement within a reasonable
period
of time after delivery to it of the Schedule of Supplemental Mortgage Loans
attached to the related Supplemental Transfer Agreement as Schedule A
thereto.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time, net of any interest premium charged by the mortgagee to obtain
or
maintain any Primary Insurance Policy.
Mortgaged
Property: The underlying property securing a Mortgage Loan,
which, with respect to a Cooperative Loan, is the related Coop Shares and
Proprietary Lease.
Mortgagor: The
obligor(s) on a Mortgage Note.
National
Cost of Funds Index: The National Monthly Median Cost of Funds
Ratio to SAIF-Insured Institutions published by the Office of Thrift
Supervision.
Net
Prepayment Interest Shortfalls: As to any Distribution Date and
Loan Group in an Aggregate Loan Group, the amount by which the aggregate
of the
Prepayment Interest Shortfalls for such Loan Group for such Distribution
Date
exceeds an amount equal to the sum of (a) the Compensating Interest for such
Loan Group and Distribution Date and (b) the excess, if any, of the Compensating
Interest for the other Loan Group in such Aggregate Loan Group, if any, for
such
Distribution Date over the Prepayment Interest Shortfalls experienced by
the
Mortgage Loans in such other Loan Group.
Non-Delay
Certificates: As specified in the Preliminary
Statement.
Non-Discount
Mortgage Loan: Any Mortgage Loan in a Loan Group in Aggregate
Loan Group I with an Adjusted Net Mortgage Rate that is greater than or equal
to
the Required Coupon for that Loan Group.
Non-PO
Formula Principal Amount: As to any Distribution Date and Loan
Group in Aggregate Loan Group I, the sum of (i) the sum of the applicable
Non-PO
Percentage of (a) the principal portion of each Scheduled Payment (without
giving effect to any reductions thereof caused by any Debt Service Reductions
or
Deficient Valuations) due on each Mortgage Loan in the related Loan Group
on the
related Due Date, (b) the Stated Principal Balance of each Mortgage Loan
in the
related Loan Group that was repurchased by a Seller or purchased by the Master
Servicer pursuant to this Agreement as of such Distribution Date, (c) the
Substitution Adjustment Amount in connection with any Deleted Mortgage Loan
in
such Loan Group received with respect to such Distribution Date, (d) any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
of Mortgage Loans in the related Loan Group that are not yet Liquidated Mortgage
Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Mortgage Loan in such Loan Group
that became a Liquidated Mortgage Loan during the calendar month preceding
the
month of such Distribution Date, the amount of the Liquidation Proceeds
allocable to principal received during the calendar month preceding the month
of
such Distribution Date with respect to such Mortgage Loan, and (f) all Principal
Prepayments for such Loan Group received during the related Prepayment Period,
(ii) (A) any Subsequent Recoveries for such Loan Group received during the
calendar month preceding the month of such Distribution Date, or (B) with
respect to Subsequent Recoveries attributable to a Discount Mortgage Loan
in
such Loan Group which incurred a Realized Loss after the Senior Credit Support
Depletion Date, the Non-PO Percentage of any such Subsequent Recoveries received
during the calendar month preceding the month of such Distribution Date and
(iii) on the last Funding Period Distribution Date, the Remaining Non-PO
Pre-Funded Amount for such Loan Group.
I-18
Non-PO
Percentage: As to any Discount Mortgage Loan in a Loan Group in
Aggregate Loan Group I, a fraction (expressed as a percentage) the numerator
of
which is the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and
the
denominator of which is the Required Coupon for such Loan Group. As
to any Non-Discount Mortgage Loan, 100%.
Non-PO
Pool Balance: As to any Loan Group in Aggregate Loan Group I and
any Due Date, the excess, if any, of (i) the aggregate Stated Principal Balance
of all Mortgage Loans in the related Loan Group over (ii) the sum of the
PO
Percentage of the Stated Principal Balance of each Discount Mortgage Loan
in
that Loan Group.
Nonrecoverable
Advance: Any portion of an Advance previously made or proposed to
be made by the Master Servicer that, in the good faith judgment of the Master
Servicer, will not be ultimately recoverable by the Master Servicer from
the
related Mortgagor, related Liquidation Proceeds, Subsequent Recoveries or
otherwise.
Notice
of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.
Notional
Amount: With respect to the Interest Accrual Period with
respect to any Distribution Date and:
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·
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the
Class 1-A-7 Certificates, an amount equal to the sum of (i) the
product of
(a) the Class Certificate Balance of the Class 1-A-5 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.50 and the denominator of which is 5.75
and (ii)
the product of (a) the Class Certificate Balance of the Class 1-A-6
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.25 and the denominator of
which is
5.75;
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·
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the
Class 1-A-15 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 1-A-13 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.50 and the denominator of which is 5.75
and (ii)
the product of (a) the Class Certificate Balance of the Class 1-A-14
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.25 and the denominator of
which is
5.75;
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·
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the
Class 2-A-2 Certificates, an amount equal to the Class Certificate
Balance
of the Class 2-A-1 Certificates immediately prior to such Distribution
Date;
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·
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the
Class 2-A-7 Certificates, an amount equal to the Class Certificate
Balance
of the Class 2-A-6 Certificates immediately prior to such Distribution
Date;
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·
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the
Class 2-A-14 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-11 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-12
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-13 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
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I-19
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·
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the
Class 2-A-18 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-15 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-16
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-17 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
|
|
|
·
|
the
Class 2-A-22 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-19 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-20
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-21 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
|
|
|
·
|
the
Class 2-A-26 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-23 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-24
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-25 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
|
|
|
·
|
the
Class 2-A-30 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-27 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-28
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-29 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
|
|
|
·
|
the
Class 2-A-34 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-31 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-32
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-33 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
|
I-20
|
|
·
|
the
Class 2-A-38 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-35 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-36
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-37 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00;
|
|
|
·
|
the
Class 2-A-42 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2-A-39 Certificates
immediately prior to such Distribution Date and (b) a fraction,
the
numerator of which is 0.75 and the denominator of which is 6.00,
(ii) the
product of (a) the Class Certificate Balance of the Class 2-A-40
Certificates immediately prior to such Distribution Date and (b)
a
fraction, the numerator of which is 0.50 and the denominator of
which is
6.00 and (iii) the product of (a) the Class Certificate Balance
of the
Class 2-A-41 Certificates immediately prior to such Distribution
Date and
(b) a fraction, the numerator of which is 0.25 and the denominator
of
which is 6.00; and
|
|
|
·
|
the
Class X Certificates, an amount equal to the aggregate Component
Notional
Amount of the Class X-1 and Class X-2 Components immediately prior
to such
Distribution Date.
|
Notional
Amount Certificates: As specified in the Preliminary
Statement.
Offered
Certificates: As specified in the Preliminary
Statement.
Officer’s
Certificate: A certificate (i) in the case of the Depositor,
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President, a Managing Director, a Vice President (however denominated), an
Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of
the
Master Servicer, signed by the President, an Executive Vice President, a
Vice
President, an Assistant Vice President, the Treasurer, or one of the Assistant
Treasurers or Assistant Secretaries of Countrywide GP, Inc., its general
partner
(iii) if provided for in this Agreement, signed by a Servicing Officer, as
the
case may be, and delivered to the Depositor and the Trustee, as the case
may be,
as required by this Agreement or (iv) in the case of any other Person, signed
by
an authorized officer of such Person.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for
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.
Original
Applicable Credit Support Percentage: With respect to each of the
following Classes of Certificates, the corresponding percentage described
below,
as of the Closing Date:
|
Class
of Certificates
|
Original
Applicable Credit Support Percentage
|
|
Class
M
|
6.75%
|
|
Class
B-1
|
3.40%
|
|
Class
B-2
|
2.15%
|
|
Class
B-3
|
1.35%
|
|
Class
B-4
|
0.80%
|
|
Class
B-5
|
0.35%
|