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
PASSTHROUGH CERTIFICATES, SERIES 2007J1
Table
of Contents


Page


ARTICLE
I DEFINITIONS


SECTION
1.01.

General
Defined Terms and Defined Terms Related to the Group I
Certificates.

I1

SECTION
1.02.

Defined
Terms Related to the Group II Certificates.

I38

SECTION
1.03.

Certain
Interpretive Provisions.

I46

ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES


SECTION
2.01.

Conveyance
of Mortgage Loans.

II1

SECTION
2.02.

Acceptance
by Trustee of the Mortgage Loans.

II7

SECTION
2.03.

Representations,
Warranties and Covenants of the Sellers and Master
Servicer.

II10

SECTION
2.04.

Representations
and Warranties of the Depositor as to the Mortgage Loans.

II13

SECTION
2.05.

Delivery
of Opinion of Counsel in Connection with Substitutions.

II13

SECTION
2.06.

Execution
and Delivery of Certificates.

II14

SECTION
2.07.

REMIC
Matters.

II14

SECTION
2.08.

Covenants
of the Master Servicer.

II14

ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS


SECTION
3.01.

Master
Servicer to Service Mortgage Loans.

III1

SECTION
3.02.

Subservicing;
Enforcement of the Obligations of Subservicers.

III2

SECTION
3.03.

Rights
of the Depositor, the NIM Insurer and the Trustee in Respect of
the Master
Servicer.

III2

SECTION
3.04.

Trustee
to Act as Master Servicer.

III2

SECTION
3.05.

Collection
of Mortgage Loan Payments; Certificate Account; Distribution Account;
PreFunding Account; Capitalized Interest Account; the Supplemental
Interest Trust and the Corridor Contract Reserve Fund; the Principal
Reserve Fund; Carryover Reserve Fund.

III3

SECTION
3.06.

Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.

III8

SECTION
3.07.

Access
to Certain Documentation and Information Regarding the Mortgage
Loans.

III8

SECTION
3.08.

Permitted
Withdrawals from the Certificate Account, the Distribution Account,
the
Corridor Contract Reserve Fund, the Principal Reserve Fund and
the
Carryover Rserve Fund.

III9

SECTION
3.09.

Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.

III11

SECTION
3.10.

Enforcement
of DueonSale Clauses; Assumption Agreements.

III12

SECTION
3.11.

Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.

III13

SECTION
3.12.

Trustee
to Cooperate; Release of Mortgage Files.

III16

SECTION
3.13.

Documents,
Records and Funds in Possession of Master Servicer to be Held for
the
Trustee.

III17

i
SECTION
3.14.

Servicing
Compensation.

III17

SECTION
3.15.

Access
to Certain Documentation.

III18

SECTION
3.16.

Annual
Statement as to Compliance.

III18

SECTION
3.17.

Errors
and Omissions Insurance; Fidelity Bonds.

III19

SECTION
3.18.

The
Corridor Contract.

III19

SECTION
3.19.

Prepayment
Charges.

III19

ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER


SECTION
4.01.

Advances.

IV1

SECTION
4.02.

Priorities
of Distribution to Group I Certificates.

IV2

SECTION
4.03.

[Reserved].

IV8

SECTION
4.04.

Priorities
of Distribution to Group II Certificates..

IV8

SECTION
4.05.

CrossCollateralization
for Alternative Loan Group I; Adjustments to Group I Available
Funds.

IV11

SECTION
4.06.

Monthly
Statements to Certificateholders.

IV12

SECTION
4.07.

Determination
of PassThrough Rates for COFI Certificates.

IV13

SECTION
4.08.

Determination
of PassThrough Rates for LIBOR Certificates.

IV13

SECTION
4.09.

Distributions
from the Corridor Contract Reserve Fund.

IV15

SECTION
4.10.

Class
3A2 Policy Matters.

IV15



ARTICLE
V THE CERTIFICATES


SECTION
5.01.

The
Certificates.

V1

SECTION
5.02.

Certificate
Register; Registration of Transfer and Exchange of
Certificates.

V1

SECTION
5.03.

Mutilated,
Destroyed, Lost or Stolen Certificates.

V5

SECTION
5.04.

Persons
Deemed Owners.

V6

SECTION
5.05.

Access
to List of Certificateholders’ Names and Addresses.

V6

SECTION
5.06.

Maintenance
of Office or Agency.

V6

SECTION
5.07.

Depositable
and Exchangeable Certificates.

V6

ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER


SECTION
6.01.

Respective
Liabilities of the Depositor and the Master Servicer.

VI1

SECTION
6.02.

Merger
or Consolidation of the Depositor or the Master Servicer.

VI1

SECTION
6.03.

Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.

VI1

SECTION
6.04.

Limitation
on Resignation of Master Servicer.

VI2

ARTICLE
VII DEFAULT


SECTION
7.01.

Events
of Default.

VII1

SECTION
7.02.

Trustee
to Act; Appointment of Successor.

VII3

SECTION
7.03.

Notification
to Certificateholders.

VII4

ii
ARTICLE
VIII CONCERNING THE TRUSTEE


SECTION
8.01.

Duties
of Trustee.

VIII1

SECTION
8.02.

Certain
Matters Affecting the Trustee.

VIII2

SECTION
8.03.

Trustee
Not Liable for Certificates or Mortgage Loans.

VIII2

SECTION
8.04.

Trustee
May Own Certificates.

VIII3

SECTION
8.05.

Trustee’s
Fees and Expenses.

VIII3

SECTION
8.06.

Eligibility
Requirements for Trustee.

VIII3

SECTION
8.07.

Resignation
and Removal of Trustee.

VIII4

SECTION
8.08.

Successor
Trustee.

VIII5

SECTION
8.09.

Merger
or Consolidation of Trustee.

VIII5

SECTION
8.10.

Appointment
of CoTrustee or Separate Trustee.

VIII5

SECTION
8.11.

Tax
Matters.

VIII7

SECTION
8.12.

Monitoring
of Significance Percentage.

VIII9

ARTICLE
IX TERMINATION


SECTION
9.01.

Termination
upon Liquidation or Purchase of all Mortgage Loans.

IX1

SECTION
9.02.

Final
Distribution on the Certificates.

IX2

SECTION
9.03.

Additional
Termination Requirements.

IV4

SECTION
9.04.

Auction
of the Mortgage Loans and REO Properties in Aggregate Loan Group
II.

IV5

ARTICLE
X MISCELLANEOUS PROVISIONS


SECTION
10.01.

Amendment.

X1

SECTION
10.02.

Recordation
of Agreement; Counterparts.

X2

SECTION
10.03.

Governing
Law.

X3

SECTION
10.04.

Intention
of Parties.

X3

SECTION
10.05.

Notices.

X4

SECTION
10.06.

Severability
of Provisions.

X5

SECTION
10.07.

Assignment.

X5

SECTION
10.08.

Limitation
on Rights of Certificateholders.

X5

SECTION
10.09.

Inspection
and Audit Rights.

X6

SECTION
10.10.

Certificates
Nonassessable and Fully Paid.

X6

SECTION
10.11.

[Reserved].

X7

SECTION
10.12.

Protection
of Assets.

X7

SECTION
10.13.

Rights
of NIM Insurer.

X7

ARTICLE
XI EXCHANGE ACT REPORTING


SECTION
11.01.

Filing
Obligations.

XI1

SECTION
11.02.

Form
10D Filings.

XI1

SECTION
11.03.

Form
8K Filings.

XI2

SECTION
11.04.

Form
10K Filings.

XI2

SECTION
11.05.

XxxxxxxxXxxxx
Certification.

XI3

iii
SECTION
11.06.

Form
15 Filing.

XI3

SECTION
11.07.

Report
on Assessment of Compliance and Attestation.

XI3

SECTION
11.08.

Use
of Subservicers and Subcontractors.

XI5

SECTION
11.09.

Amendments.

XI5

SECTION
11.10.

Reconciliation
of Accounts.

XI6

iv
SCHEDULES


Schedule
I:

Mortgage
Loan Schedule

SI1

Schedule
IIA:

Representations
and Warranties of Countrywide

SIIA1

Schedule
IIB:

Representations
and Warranties of Park Granada

SIIB1

Schedule
IIC

Representations
and Warranties of Park Monaco Inc.

SIIC1

Schedule
IID

Representations
and Warranties of Park Sienna LLC

SIID1

Schedule
IIIA:

Representations
and Warranties of Countrywide as to the Mortgage Loans

SIIIA1

Schedule
IIIB:

Representations
and Warranties of Countrywide as to the Countrywide


Mortgage
Loans

SIIIB1


Schedule
IIIC:

Representations
and Warranties of Park Granada as to the Park Granada


Mortgage
Loans

SIIIC1


Schedule
IIID

Representations
and Warranties of Park Monaco Inc. as to the Park Monaco Inc. Mortgage
Loans

SIIID1

Schedule
IIIE

Representations
and Warranties of Park Sienna LLC as to the Park Sienna LLC Mortgage
Loans

SIIIE1

Schedule
IV:

Representations
and Warranties of the Master Servicer

SIV1

Schedule
V:

Principal
Balance Schedules (if applicable)

SV1

Schedule
VI:

Form
of Monthly Master Servicer Report

SVII

Schedule
VII:

Prepayment
Charge Schedule

SVII1

Schedule
VIII:

Schedule
of Available Exchanges of Depositable Certificates for Exchangeable
Certificates

SVIIII

EXHIBITS
Exhibit
A:

Form
of Senior Certificate and Exchangeable Certificate (excluding Notional
Amount Certificates)

A1

Exhibit
B:

Form
of Subordinated Certificate

B1

Exhibit
C1:

Form
of Residual Certificate

C11

Exhibit
C2:

Form
of Prepayment Certificate

C21

Exhibit
C3

Form
of Class C Certificate

C31

Exhibit
C4:

[Reserved]

C41

Exhibit
D:

Form
of Notional Amount Certificate

D1

Exhibit
E:

Form
of Reverse of Certificates

E1

Exhibit
F1:

Form
of Initial Certification of Trustee (Initial Mortgage
Loans)

F11

Exhibit
F2:

Form
of Initial Certification of Trustee (Supplemental Mortgage
Loans)

F21

Exhibit
G1:

Form
of Delay Delivery Certification of Trustee (Initial Mortgage
Loans)

G11

Exhibit
G2:

Form
of Delay Delivery Certification of Trustee (Supplemental Mortgage
Loans)

G21

Exhibit
H1:

Form
of Final Certification of Trustee (Initial Mortgage Loans)

X00

Xxxxxxx
X0:

Form
of Final Certification of Trustee (Supplemental Mortgage
Loans)

H21

Exhibit
I:

Form
of Transfer Affidavit

I1

Exhibit
J1:

Form
of Transferor Certificate (Residual)

X00

Xxxxxxx
X0:

Form
of Transferor Certificate (Private)

J21

Exhibit
K:

Form
of Investment Letter [NonRule 144A]

K1

Exhibit
L1:

Form
of Rule 000X Xxxxxx

X00

Xxxxxxx
X0:

Form
of ERISA Letter (Covered Certificates)

L21

v
Exhibit
M:

Form
of Request for Release (for Trustee)

M1

Exhibit
N:

Form
of Request for Release of Documents (Mortgage Loan  Paid in Full,
Repurchased and Replaced)

N1

Exhibit
O:

Form
of Financial Guaranty Insurance Policy

O1

Exhibit
P:

Form
of Supplemental Transfer Agreement

P1

Exhibit
Q:

Standard
& Poor’s LEVELS® Version 5.7 Glossary Revised, Appendix
E

Q1

Exhibit
R:

Form
of Corridor Contract

R1

Exhibit
S1:

Form
of Corridor Contract Assignment Agreement

S11

Exhibit
S2:

[Reserved]

S21

Exhibit
T:

Form
of Officer’s Certificate with respect to Prepayments

T1

Exhibit
U:

Monthly
Report

U1

Exhibit
V1:

Form
of Performance Certification (Subservicer)

V11

Exhibit
V2:

Form
of Performance Certification (Trustee)

V21

Exhibit
W:

Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement

W1

Exhibit
X:

List
of Item 1119 Parties

X1

Exhibit
Y:

Form
of XxxxxxxxXxxxx Certification (Replacement of Master
Servicer)

Y1

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 “SubWAC(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 PreFunding Account and the Capitalized
Interest Account) and will issue several classes of uncertificated Sub WAC
REMIC
Interests. The Class SWAR 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
STAR 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 MRAR 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 SWAR Interest, Class STAR Interest, the Class
MRAR 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 AR Certificate, will represent ownership of one or more of the
Master
REMIC regular interests held by the ES Trust. The Class AR
Certificate will represent ownership of the Class SWAR Interest, Class
STAR
Interest and the Class MRAR, 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 LTRAR 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 LTRAR Interest)
and
will issue several classes of Certificates. The Class 3AR 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 3AR Certificates will also represent
ownership of the Class LTRAR 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, SUBWAC 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

PassThrough
Rate
(per annum)

Minimum
Denomination

Integral
Multiples in Excess of Minimum

Classes
of Master REMIC Interests Represented
(1)

Class
1A1

$125,000,000

5.75%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X.

Class
1A2

$20,881,000

5.75%

$1,000

$1

MR1A2

Class
1A3

$8,438,000

5.75%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X.

Class
1A4

$18,540,000

5.75%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X, XX0X0X0, XX0X0X0, MR1A4E,
XX0X0X.
XX0X0X, XX0X0X, XX0X0X.

Class
1A5

$18,540,000

5.25%

$25,000

$1

XX0X0X,
XX0X0X0, XX0X0X0, XX0X0X,

Class
1A6

$18,540,000

5.50%

$25,000

$1

MR1A4A
and (MR1A4B or MR1A4C) MR1A4D and (MR1A4E or
MR1A4F).
MR1A4G and ( MR1A4H or MR1A4I).

Class
1A7

$1,612,173(2)

5.75%

$25,000(3)

$1(3)

MR1A4B
and/or MR1A4C, MR1A4E and or XX0X0X. XX0X0X and or
MR1A4I..

Class
1A8

$17,767,500

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X, XX0X0X0, XX0X0X, XX0X0X. XX0X0X,
XX0X0X, XX0X0X.

Class
1A9

$772,500

(4)

$25,000

$1

MR1A4D1

Class
1A10

$17,367,000

5.75%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X,

Class
1A11

$1,173,000

5.75%

$25,000

$1

XX0X0X0,
XX0X0X0, XX0X0X, XX0X0X. XX0X0X, XX0X0X,
XX0X0X.

Class
1A12

$133,438,000

5.75%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X
XX0X0X,
XX0X0X, XX0X0X.

Class
1A13

$133,438,000

5.25%

$25,000

$1

XX0X0X,
XX0X0X

Class
1A14

$133,438,000

5.50%

$25,000

$1

MR1A1A
and (MR1A1B or MR1A1C) MR1A3A and (MR1A3B or
MR1A3C).

Class
1A15

$11,603,304(2)

5.75%

$25,000(3)

$1(3)

(MR1A1B
and/or MR1A1C) and (MR1A3B and/or
MR1A3C).

Class
2A1

$10,000,000

(5)

$25,000

$1

MR2A1

Class
2A2

$10,000,000(2)

(6)

$25,000(3)

$1(3)

MR2A1

Class
2A3

$26,500,000

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X

Class
2A4

$2,000,000

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X

Class
2A5

$11,500,000

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X

Class
2A6

$40,000,000

(7)

$25,000

$1

MR2A6

Class
2A7

$40,000,000(2)

(8)

$25,000(3)

$1(3)

MR2A7

Class
2A8

$58,572,000

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X

Class
2A9

$5,714,000

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X

Class
2A10

$38,568,000

6.00%

$25,000

$1

XX0X00X,
XX0X00X, XX0X00X

Class
2A11

$26,500,000

5.25%

$25,000

$1

MR2A3A

Class
2A12

$26,500,000

5.50%

$25,000

$1

XX0X0X,
XX0X0X

Class
2A13

$26,500,000

5.75%

$25,000

$1

MR2A3A, MR2A3C.

Class
2A14

$3,312,500(2)

6.00%

$25,000(3)

$1(3)

MR2A3B
and/or MR2A3C

Class
2A15

$2,000,000

5.25%

$25,000

$1

MR2A4A

Class
2A16

$2,000,000

5.50%

$25,000

$1

XX0X0X,
XX0X0X

Class
2A17

$2,000,000

5.75%

$25,000

$1

MR2A4A, MR2A4C.

Class
2A18

$250,000(2)

6.00%

$25,000(3)

$1(3)

MR2A4B
and/or MR2A4C

Class
2A19

$11,500,000

5.25%

$25,000

$1

MR2A5A

Class
2A20

$11,500,000

5.50%

$25,000

$1

XX0X0X,
XX0X0X

Class
2A21

$11,500,000

5.75%

$25,000

$1

MR2A5A, MR2A5C.

Class
2A22

$1,437,500(2)

6.00%

$25,000(3)

$1(3)

MR2A5B
and/or MR2A5C

Class
2A23

$58,572,000

5.25%

$25,000

$1

MR2A8A

Class
2A24

$58,572,000

5.50%

$25,000

$1

XX0X0X,
XX0X0X

Class
2A25

$58,572,000

5.75%

$25,000

$1

MR2A8A, MR2A8C.

Class
2A26

$7,321,500(2)

6.00%

$25,000(3)

$1(3)

MR2A8B
and/or MR2A8C

Class
2A27

$5,714,000

5.25%

$25,000

$1

MR2A9A

Class
2A28

$5,714,000

5.50%

$25,000

$1

XX0X0X,
XX0X0X

Class
2A29

$5,714,000

5.75%

$25,000

$1

MR2A9A, MR2A9C.

Class
2A30

$714,250(2)

6.00%

$25,000(3)

$1(3)

MR2A9B
and/or MR2A9C

Class
2A31

$38,568,000

5.25%

$25,000

$1

MR2A10A

Class
2A32

$38,568,000

5.50%

$25,000

$1

MR2A10A,
MR2A10B

Class
2A33

$38,568,000

5.75%

$25,000

$1

MR2A10A, MR2A10C.

Class
2A34

$4,821,000(2)

6.00%

$25,000(3)

$1(3)

MR2A10B
and/or MR2A10C

Class
2A35

$64,286,000

5.25%

$25,000

$1

MR2A8A,
MR2A9A

Class
2A36

$64,286,000

5.50%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X, XX0X0X

Class
2A37

$64,286,000

5.75%

$25,000

$1

XX0X0X, XX0X0X,
XX0X0X, XX0X0X.

Class
2A38

$8,035,750(2)

6.00%

$25,000(3)

$1(3)

MR2A8B
and/or MR2A8C, MR2A9B and/or MR2A9C

Class
2A39

$28,500,000

5.25%

$25,000

$1

MR2A3A,
MR2A4A

Class
2A40

$28,500,000

5.50%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X, XX0X0X

Class
2A41

$28,500,000

5.75%

$25,000

$1

XX0X0X, XX0X0X,
XX0X0X, XX0X0X.

Class
2A42

$3,562,500(2)

6.00%

$25,000(3)

$1(3)

MR2A3B
and/or MR2A3C, MR2A4B and/or MR2A4C

Class
2A43

$28,500,000

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X, XX0X0X, XX0X0X, XX0X0X

Class
2A44

$64,286,000

6.00%

$25,000

$1

XX0X0X,
XX0X0X, XX0X0X, XX0X0X, XX0X0X, XX0X0X

Class
X

$385,884,298(2)

(9)

$25,000(3)

$1(3)

MRX

Class
PO

$164,880

(4)

$25,000

$1

MRPO

Class AR(10)

$100

5.75%

(10)

(10)

MRAR,
STAR, SWAR

Class
M

$13,144,500

(11)

$25,000

$1

MRM

Class
B1

$4,905,000

(11)

$25,000

$1

MRB1

Class
B2

$3,139,000

(11)

$25,000

$1

MRB2

Class
B3

$2,158,100

(11)

$100,000

$1

MRB3

Class
B4

$1,765,700

(11)

$100,000

$1

MRB4

Class
B5

$1,373,565

(11)

$100,000

$1

MRB5

Class
P

$100

(12)

(12)

(12)

MRP

__________________________________________
(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 1A9 and Class PO Certificates are Principal Only Certificates
and
will not receive any distributions of
interest.

(5)

The
PassThrough Rate for the Class 2A1 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 PassThrough
Rate of
6.00% and 0.20% per annum, respectively. The PassThrough Rate
for the Class 2A1 Certificates for the Interest Accrual Period
for the
first Distribution Date is 5.52% per
annum.

(6)

The
PassThrough Rate for the Class 2A2 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 PassThrough
Rate
of 5.80% and 0.00% per annum, respectively. The PassThrough
Rate for the Class 2A2 Certificates for the Interest Accrual
Period for
the first Distribution Date is 0.48% per
annum.

(7)

The
PassThrough Rate for the Class 2A6 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 PassThrough
Rate of
6.00% and 0.60% per annum, respectively. The PassThrough Rate
for the Class 2A6 Certificates for the Interest Accrual Period
for the
first Distribution Date is 5.92% per
annum.

3
(8)

The
PassThrough Rate for the Class 2A7 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 PassThrough
Rate
of 5.40% and 0.00% per annum, respectively. The PassThrough
Rate for the Class 2A7 Certificates for the Interest Accrual
Period for
the first Distribution Date is 0.08% per
annum.

(9)

The
PassThrough Rate for the Class X Certificates during the Interest
Accrual
Period for each Distribution Date will equal the weighted average
of the
PassThrough Rates of the Class X1 and the Class X2 Components,
weighted
on the basis of their respective Component Notional Amounts immediately
prior to such Distribution Date. The PassThrough Rate for the
Class X
Certificates for the Interest Accrual Period for the first Distribution
Date is 0.66332% per annum.

(10)

The
Class AR 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
PassThrough 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
PassThrough 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

MR1A1A

$125,000,000

5.25%

0X0,
0X00, 0X00, 0X00

XX0X0X(0)

$125,000,000

0.25%

0X0,
0X00, 0X00, 0X00

XX0X0X(0)

$125,000,000

0.25%

0X0,
0X00, 0X00, 0X00

XX
0X0

$20,881,000

5.75%

0X0

XX0X0X

$8,438,000

5.25%

0X0,
0X00, 0X00, 0X00

XX0X0X(0)

$8,438,000

0.25%

0X0,
0X00, 0X00, 0X00

XX0X0X(0)

$8,438,000

0.25%

0X0,
0X00, 0X00, 0X00

XX0X0X

$17,367,000

5.25%

0X0,
0X0, 0X0, 0X0, 0X00, 0X00

XX0X0X(0)

$17,367,000

0.25%

0X0,
0X0, 0X0, 0X0

XX0X0X(0)

$17,367,000

0.25%

0X0,
0X0, 0X0, 0X0

XX0X0X0

$772,500

0.00%

0X0,
0X0, 0X0, 0X0, 0X00, 0X00

XX0X0X0(0)

$772,500

5.25%

0X0,
0X0, 0X0, 0X0, 0X00, 0X00

XX0X0X(0)

$772,500

0.25%

0X0,
0X0, 0X0, 0X0

XX0X0X(0)

$772,500

0.25%

0X0,
0X0, 0X0, 0X0

XX0X0X

$400,500

5.25%

0X0,
0X0, 0X0, 0X0, 0X00, 0X00

XX0X0X(0)

$400,500

0.25%

0X0,
0X0, 0X0, 0X0

XX0X0X(0)

$400,500

0.25%

0X0,
0X0, 0X0, 0X0

XX0X0

$10,000,000

(2)

2A1

MR2A2(1)

$10,000,000

(3)

2A2

MR2A3A

$26,500,000

5.25%

2A3, 2A11,
0X00, 0X00, 0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$26,500,000

0.25%

0X0, 0X00,
0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$26,500,000

0.50%

0X0,
0X00, 0X00, 0X00 0X00, 0X00

XX0X0X

$2,000,000

5.25%

2A4, 2A15,
0X00, 0X00, 0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$2,000,000

0.25%

0X0, 0X00,
0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$2,000,000

0.50%

0X0, 0X00,
0X00, 0X00, 0X00, 0X00

XX0X0X

$11,500,000

5.25%

0X0, 0X00,
0X00, 0X00

XX0X0X(0)

$11,500,000

0.25%

0X0, 0X00,
0X00

XX0X0X(0)

$11,500,000

0.50%

2A5, 2A21,
2A22.

MR2A6

$40,000,000

(4)

2A6

MR2A7(1)

$40,000,000

(5)

2A7

MR2A8A

$58,572,000

5.25%

2A8, 2A23,
0X00, 0X00, 0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$58,572,000

0.25%

0X0, 0X00,
0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$58,572,000

0.50%

0X0, 0X00,
0X00, 0X00, 0X00, 0X00

XX0X0X

$5,714,000

5.25%

2A9, 2A27,
0X00, 0X00, 0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$5,714,000

0.25%

0X0, 0X00,
0X00, 0X00, 0X00, 0X00

XX0X0X(0)

$5,714,000

0.50%

0X0, 0X00,
0X00, 0X00, 0X00, 0X00

XX0X00X

$38,568,000

5.25%

0X00, 0X00,
0X00, 0X00

XX0X00X(0)

$38,568,000

0.25%

0X00, 0X00,
0X00

XX0X00X(0)

$38,568,000

0.50%

0X00, 0X00,
0X00

XXX

(6)

(6)

X

MR1$100

$100

5.75%

AR

MRPO

$164,880

(7)

PO

MRM

$13,144,500

(8)

M

MRB1

$4,905,000

(8)

B1

MRB2

$3,139,000

(8)

B2

MRB3

$2,158,100

(8)

B3

MRB4

$1,765,700

(8)

B4

MRB5

$1,373,565

(8)

B5

MRAR(9)

$100

(7)

AR

MRP

$100

(10)

MP

(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 MR2A1 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 PassThrough Rate of 6.00% and 0.20% per
annum,
respectively.

(3)

The
Class MR2A2 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 PassThrough Rate of 5.80% and 0.00% per
annum,
respectively.

(4)

The
Class MR2A6 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 PassThrough Rate of 6.00% and 0.60% per
annum,
respectively.

5
(5)

The
Class MR2A7 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 PassThrough Rate of 5.40% and
0.00% per
annum, respectively.

(6)

The
MRX Master REMIC Interest is entitled to receive on each Distribution
Date all amounts payable with respect to the STX 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 Passthrough
Rate.

(9)

The
Class MRAR Master REMIC Interest represents the sole Class of
residual
interest in the Master REMIC..

(10)

(10)
The MRP Master REMIC Interest is entitled to all amounts payable
with
respect to the STP 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

ST1A1

$125,000,000

5.75%

XX0X0X,
XX0X0X, XX0X0X(0)

XX0X0

$20,881,000

5.75%

XX0X0

XX0X0

$8,438,000

5.75%

XX0X0X,
XX0X0X, XX0X0X(0)

XX0X0X

$17,367,000

5.75%

XX0X0X,
XX0X0X, XX0X0X(0)

XX0X0X

$772,500

5.75%

XX0X0X0,
XX0X0X0, XX0X0X, XX0X0X(0)

XX0X0X

$400,500

5.75%

XX0X0X,
XX0X0X, XX0X0X(0)

STX

(6)

(7)

MRX

ST2A1

$10,000,000

6.00%

XX0X0,
XX0X0(0)

XX0X0

$26,500,000

6.00%

XX0X0X,
XX0X0X, XX0X0X(0)

XX0X0

$2,000,000

6.00%

XX0X0X,
XX0X0X, XX0X0X(00)

XX0X0

$11,500,000

6.00%

XX0X0X,
XX0X0X, XX0X0X(00)

XX0X0

$40,000,000

6.00%

XX0X0,
XX0X0 (12)

ST2A8

$58,572,000

6.00%

XX0X0X,
XX0X0X, XX0X0X(00)

XX0X0

$5,714,000

6.00%

XX0X0X,
XX0X0X, XX0X0X(00)

ST2A10

$38,568,000

6.00%

XX0X00X,
XX0X00X, XX0X00X(00)

ST1$100

$100.00

5.75%

MRAR

STPO

$164,880

(16)

MRPO

STM

$13,144,500

(17)

MRM

STB1

$4,905,000

(17)

XXX0

XXX0

$3,139,000

(17)

XXX0

XXX0

$2,158,100

(17)

XXX0

XXX0

$1,765,700

(17)

MRB4

STB5

$1,373,565

(17)

MRB5

STAR

(18)

(18)

N/A

STP

(19)

(19)

MRP

(1)

For
each Distribution Date, each of the Class MR1A1B and MR1A1C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST1A1 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR1A1B and MR1A1C Master
REMIC
Interests are each entitled to interest payable on the Class ST1A1
Strip REMIC Interest at a per annum rate equal to
0.25%.

(2)

For
each Distribution Date, each of the Class MR1A3B and MR1A3C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST1A3 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR1A3B and MR1A3C Master
REMIC
Interests are each entitled to interest payable on the Class ST1A3
Strip REMIC Interest at a per annum rate equal to
0.25%.

(3)

For
each Distribution Date, each of the Class MR1A4B and MR1A4C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST1A4A Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR1A4B and MR1A4C Master
REMIC
Interests are each entitled to interest payable on the Class ST1A4A
Strip REMIC Interest at a per annum rate equal to
0.25%.

(4)

For
each Distribution Date, each of the Class MR1A4D2, Class MR1A4E
and
MR1A4F Master REMIC Interests are entitled to specified portions
of the
interest payable on the Class ST1A4B Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR1A4D2, Class MR1A4E and MR1A4F Master REMIC Interests
are each
entitled to interest payable on the Class ST1A4B 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 MR1A4H and MR1A4I
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST1A4C Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR1A4H and MR1A4I Master
REMIC
Interests are each entitled to interest payable on the Class ST1A4C
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 STX Strip REMIC Interest is
entitled to
all the interest payable with respect to the Class SWX1 Sub WAC
REMIC
Interest and the Class SWX2 Sub WAC REMIC
Interest.

6
(8)

For
each Distribution Date, the Class MR2A2 Master REMIC Interest
is
entitled to a specified portion of the interest payable on each
of the
Class ST2A1 ST REMIC Interest. Specifically, for each
Distribution Date, the Class MR2A2 Master REMIC Interest is
entitled to
interest payable on the Class ST2A1 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 MR2A3B and MR2A3C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST2A3 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR2A3B and MR2A3C Master
REMIC
Interests are each entitled to interest payable on the Class ST2A3
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 MR2A4B and MR2A4C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST2A4 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR2A4B and MR2A4C Master
REMIC
Interests are each entitled to interest payable on the Class ST2A4
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 MR2A5B and MR2A5C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST2A5 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR2A5B and MR2A5C Master
REMIC
Interests are each entitled, respectively, to interest payable
on the
Class ST1A5 Strip REMIC Interest at a per annum rate equal
to 0.25% and 0.50%.

(12)

For
each Distribution Date, the Class MR2A7 Master REMIC Interest
is
entitled to a specified portion of the interest payable on each
of the
Class ST2A6 ST REMIC Interest. Specifically, for each
Distribution Date, the Class MR2A7 Master REMIC Interest is
entitled to
interest payable on the Class ST2A6 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 MR2A8B and MR2A8C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST2A8 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR2A8B and MR2A8C Master
REMIC
Interests are each entitled, respectively, to interest payable
on the
Class ST2A8 Strip REMIC Interest at a per annum rate equal
to 0.25% and 0.50%.

(14)

For
each Distribution Date, each of the Class MR2A9B and MR2A9C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST2A9 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR2A9B and MR2A9C Master
REMIC
Interests are each entitled to interest payable on the Class ST2A9
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 MR2A10B and MR2A10C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST2A10 Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR2A10B and MR2A1C Master
REMIC
Interests are each entitled to interest payable on the Class ST1A10
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 SWPO1 and SWPO2
Sub WAC
REMIC Interests

7
(17)

The
Subordinate PassThrough Rate.

(18)

The
STAR is the sole class of residual interest in the Strip
REMIC. It pays no interest or
principal.

(19)

The
STP ST REMIC Interest is entitled to all amounts payable with
respect to
the SWP 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

SWA1

(1)

5.75%

1

SWB1

(1)

5.75%

1

SWC1

(1)

5.75%

1

SWPO1

$136,139.00

(2)

1

SWX1

(3)

(4)

1

SWA2

(1)

6.00%

2

SWB2

(1)

6.00%

2

SWC2

(1)

6.00%

2

SWPO2

$28,740.00

(2)

2

SWX2

(3)

(5)

2

SWAR

(6)

(6)

N/A

SWP

$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
NonDiscount 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
NonDiscount 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
NonDiscount 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
NonDiscount Mortgage Loan in excess of an Adjusted Net Mortgage
Rate of
6.00% per annum.

(6)

The
Class SWAR 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
SWP 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
SWP 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 SWPO1 Interests and the SW1 Tracking Interests in
the same
manner that such amounts are allocated to or distributed between
(a) the
Class PO1 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 SWPO2 Interest and the SW2 Tracking Interests
in the
same manner that such amounts are allocated to or distributed between
(a)
the Class PO2 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 CrossOver Situation Exists. If no CrossOver
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 CrossOver Situation Exists. If a CrossOver 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 PassThrough 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 PassThrough
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 PassThrough 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 shortfallactual 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

LTR3A1

(1)

(3)

3A1

LTR3A2

(1)

(3)

3A2

LTR3A3

(1)

(3)

3A3

LTR3A4

(1)

(3)

3A4

LTR3A5

(1)

(3)

3A5

LTR3M1

(1)

(3)

3M1

LTR3M2

(1)

(3)

3M2

LTR3M3

(1)

(3)

3M3

LTR3B

(1)

(3)

3B

LTR3C

(2)

(3)

3C

LTR3P

$ 100

(4)(5)

3P

LTR$100

$ 100

(5)

3AR

LTRAR

(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
passthrough 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
LTRAR 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
LTR3P 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

PassThrough
Rate
(per
annum)

Minimum
Denomination

Integral
Multiples
in
Excess of
Minimum

Class
3A1

$70,043,000

5.917%
(1)

$25,000.00

$1,000.00

Class
3A2

$70,043,000

5.729%
(1)

$25,000.00

$1,000.00

Class
3A3

$ 2,724,000

6.088%
(1)

$25,000.00

$1,000.00

Class
3A4

$31,868,000

5.755%
(1)

$25,000.00

$1,000.00

Class
3A5

$ 7,967,000

5.750%
(1)

$25,000.00

$1,000.00

Class
3M1

$ 4,282,000

6.00%
(1)

$25,000.00

$1,000.00

Class
3M2

$ 2,888,000

6.00%
(1)

$25,000.00

$1,000.00

Class
3M3

$ 4,582,000

6.00%
(1)

$25,000.00

$1,000.00

Class
3B

$ 1,693,000

6.00%
(1)

$25,000.00

$1,000.00

Class
3C

(2)

(3)

N/R

N/R

Class
3P

$100
(6)

(4)

(5)

(5)

Class
AR

$ 100

(6)

(6)

(6)

________________________________________
(1)

The
PassThrough 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 3C Interests have no principal balance. For Federal
income tax purposes, the Class
3C Certificates will be treated as having a Class Certificate
Balance
equal to the Overcollateralized Amount.


12
(3)

For
each Interest Accrual Period the Class 3C Certificates are entitled
to an
amount (the “Class 3C Distributable Amount”) equal to the sum of (a) the
interest payable on the LTR3C Interest and (b) a specified portion
of
the interest payable on the Lower Tier REMIC Regular Interests
(other than
the LTR$100, LTR3C and LTR3P 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, LTR3C and LTR3P
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 3C 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 3C 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 3P 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 3AR Certificates represent the sole Class of residual interest
in
the Upper Tier REMIC and in the Lower Tier REMIC. The Class
3AR 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 shortfallactual 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.
BookEntry
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 PassThrough Rates set forth below:
Designation

Initial
Component
Balance/
Initial Component Notional Amount

PassThrough
Rate


Class
X1

$180,910,300
(1)

(2)


Class
X2

$204,973,997
(1)

(3)


Class
PO1

$136,139

(4)


Class
PO2

$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
PassThrough Rate for the Class X1 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 NonDiscount 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 PassThrough Rate for the Class X1 Component for
the Interest Accrual Period for the first Distribution Date is 0.45419% per
annum.
(3)
The
PassThrough Rate for the Class X2 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 NonDiscount 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 PassThrough Rate for the Class X2 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
interestbearing Classes of Certificates other than the NonDelay Certificates,
if any.
Depositable
Certificates
Class
1A1, Class 1A3, Class 1A4, Class 2A3, Class 2A4, Class 2A5, Class
2A8, Class 2A9 and Class 2A10 Certificates
ERISARestricted
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
1A5, Class 1A6, Class 1A7, Class 1A8, Class 1A9, Class 1A10,
Class
1A11, Class 1A12, Class 1A13, Class 1A14, Class 1A15, Class 2A11,
Class 2A12, Class 2A13, Class 2A14, Class 2A15, Class 2A16, Class
2A17, Class 2A18, Class 2A19, Class 2A20, Class 2A21, Class 2A22,
Class 2A23, Class 2A24, Class 2A25, Class 2A26, Class 2A27, Class
2A28, Class 2A29, Class 2A30, Class 2A31, Class 2A32, Class 2A33,
Class 2A34, Class 2A35, Class 2A36, Class 2A37, Class 2A38, Class
2A39, Class 2A40, Class 2A41, Class 2A42, Class 2A43 and Class
2A44
Certificates.
Floating
Rate Certificates.
Class
2A1 and Class 2A6 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
1A1, Class 1A2, Class 1A3, Class 1A4 and Class AR Certificates and
the
Class X1 and Class PO1 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 2A1,
Class 2A2, Class 2A3, Class 2A4, Class 2A5, Class 2A6, Class 2A7,
Class 2A8, Class 2A9 and Class 2A10 Certificates and the Class X2
and
Class PO2 Components.
Group
3
Certificates
Group
3
Senior Certificates and Group II Subordinated Certificates.
15
Group
3
Senior Certificates
Class 3A1,
Class 3A2, Class 3A3, Class 3A4, Class 3A5 and Class 3AR
Certificates.
Group
I
Certificates
Group
1
Certificates and Group 2 Certificates.
Group
IB
Certificates
Class B1,
Class B2, Class B3, Class B4 and Class B5
Certificates.
Group
I
Senior Certificates
Group
1
Senior Certificates and Group 2 Senior Certificates.
Group
I
Subordinated Certificates
Class
M,
Class B1, Class B2, Class B3, Class B4 and
Class B5 Certificates.
Group
II
Certificates
Group
3
Certificates.
Group
II
Senior Certificates
Group
3
Senior Certificates.
Group
II
Subordinated Certificates
Class
3M1, Class 3M2, Class 3M3 and Class 3B Certificates.
Inverse
Floating Rate Certificates
Class
2A2 and Class 2A7 Certificates.
LIBOR
Certificates
The
Floating Rate Certificates and the Inverse Floating Rate
Certificates.
NonDelay
Certificates
LIBOR
Certificates.
Notional
Amount Certificates
Class
1A7, Class 1A15, Class 2A2, Class 2A7, Class 2A14, Class
2A18, Class 2A22, Class 2A26, Class 2A30, Class 2A34, Class 2A38,
Class 2A42 and Class X Certificates.
Notional
Amount Components
Class
X1
and Class X2 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 3P Certificates.
Principal
Only Certificates
Class
1A9 and Class PO Certificates.
Private
Certificates
Class
P,
Class B3, Class B4, Class B5, Class 3P and Class 3C
Certificates.
Rating
Agencies
Fitch,
S&P and Xxxxx’x.
Regular
Certificates
All
Classes of Certificates, other than the Residual Certificates.
Residual
Certificates
Class AR
and Class 3AR 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 NonPO PreFunded
Amount”, “Remaining PO PreFunded Amount”, “PreFunded Amount”, “Supplemental
Cutoff Date”, “PreFunding 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
PreFunding Account, the Capitalized Interest Account, the Corridor Contract
Reserve Fund, the Class 3A2 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 NonDiscount Mortgage Loan and for purposes of calculating
the applicable PO Percentage and the applicable NonPO 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.
I1
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 Cutoff Date and (ii) the sum of the PreFunded 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 Cutoff 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 PreFunding 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.
I2
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 madeat the
time of
the origination of such Refinancing Mortgage Loan; and (iii) with respect
to a
Streamlined Documentation Mortgage Loan, (a) if the loantovalue 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 loantovalue
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 driveby 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 NonPO 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 PassThrough Rate for such Class
on
the applicable Subordinated Portion immediately prior to that Distribution
Date.
I3
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
BookEntry
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 3A2 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
2A1
Certificates

9.30%


Class
2A6
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 2007J1, Mortgage PassThrough Certificates,
Series 2007J1.”
I4
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 3A2 Insurer arising under Section 4.10 hereof,
“Certificate Balance” of the Class 3A2 Certificates shall not be reduced by
the amount of any payments made by MBIA in respect of principal on such
Certificates under the Class 3A2 Policy, except to the extent such payment
shall have been reimbursed to the Class 3A2 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 BookEntry Certificate, the Person who
is the beneficial owner of such BookEntry 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
2A1 Corridor Contract: With respect to the Class 2A1
Certificates, the transaction evidenced by the related Confirmation, a form
of
which is attached hereto as Exhibit R.
I5
Class
2A6 Corridor Contract: With respect to the Class 2A6
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
MAR 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 interestbearing Component, the sum of (i) one month’s interest accrued
during the related Interest Accrual Period at the PassThrough 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 360day
year consisting of twelve 30day 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 PO1 or Class PO2 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
STAR 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
SWAR 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.
I6
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 onetwelfth 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 X1 and Class X2 Components, an amount equal to the aggregate of the
Stated Principal Balances of the NonDiscount 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 2A1 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 2A6 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.
I7
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: MortgageBacked Securities Group, CWALT, Inc.
Series 2007J1), facsimile no. (000) 0000000, and which is the address to
which notices to and correspondence with the Trustee should be
directed.
Corridor
Contract: The Class 2A1 Corridor Contract or the Class 2A6
Corridor Contract, as applicable.
Corridor
Contract Assignment Agreement: With respect to the Class 2A1
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
S1.
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 2007J1, Mortgage
PassThrough Certificates, Series 2007J1.” 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
2A1 Corridor Contract, the Distribution Date in July 2012. With
respect to the Class 2A6 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 2A1 and Class 2A6
Certificates.
CrossOver
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.
Cutoff
Date: In the case of
any Initial
Mortgage Loan, the Initial Cutoff Date, and in the case of any Supplemental
Mortgage Loan, the related Supplemental Cutoff Date.
Cutoff
Date Pool Principal
Balance: As
to each Aggregate Loan Group,
an amount equal to the
sum
of (x)
the related Initial
Cutoff Date Pool Principal
Balance plus (y)
the
amount, if any,
deposited in the PreFunding Account
on the Closing Date and allocated to the
Loan Group(s) in
such Aggregate Loan Group.
I8
Cutoff
Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cutoff
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 nonappealable, 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 thenoutstanding 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 nonappealable in
a
proceeding under the Bankruptcy Code.
Definitive
Certificates: Any Certificate evidenced by a Physical Certificate
and any Certificate issued in lieu of a BookEntry 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 BookEntry
Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8102(a)(5) of the Uniform Commercial Code of
the State of New York.
I9
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
bookentry 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 2007J1, Mortgage PassThrough
Certificates, Series 2007J1.” 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
shortterm 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
shortterm ratings of Moody’s or Fitch and one of the two highest shortterm
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.
I10
Eligible
Repurchase Month: As defined in Section 3.11 hereof.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
ERISAQualifying
Underwriting: A best efforts or firm commitment underwriting or
private placement that meets the requirements of the Underwriter’s
Exemption.
ERISARestricted
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 10D, Form 8K and Form 10K
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 2007J1, Mortgage PassThrough
Certificates, Series 2007J1.” 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.
I11
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
10D 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 cotrustee, the Master
Servicer or any Subservicer if such Person has actual knowledge
thereof.
Form
10K Disclosure Item: With respect to any Person, (a) any Form
10D 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 PreFunding 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 1A4 Certificates immediately prior to
such
Distribution Date and the denominator of which is the aggregate of the
applicable NonPO 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.
I12
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 PreFunding Account
representing the Remaining NonPO PreFunded Amount with respect to that
Loan
Group and the Remaining PO PreFunded 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
thenapplicable index used by the Trustee pursuant to Section 4.07 to determine
the applicable PassThrough 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.
I13
Initial
Cutoff 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
Cutoff 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 3A2 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 NonDelay 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 Cutoff 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 onemonth United States dollar deposits
calculated in the manner described in Section 4.08.
I14
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.
LoantoValue
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
LTRA 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.
I15
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 onetwelfth 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 PassThrough 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.
I16
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:

(i)

the
loan number;


(ii)

the
Mortgagor’s name and the street address of the Mortgaged Property,
including the zip code;


(iii)

the
maturity date;


(iv)

the
original principal balance;


(v)

the
Cutoff Date Principal Balance;


(vi)

the
first payment date of the Mortgage
Loan;


(vii)

the
Scheduled Payment in effect as of the Cutoff
Date;


(viii)

the
LoantoValue Ratio at origination;


(ix)

a
code indicating whether the residential dwelling at the time of
origination was represented to be
owneroccupied;


(x)

a
code indicating whether the residential dwelling is either (a)
a detached
single family dwelling (b) a dwelling in a de minimis PUD, (c)
a
condominium unit or PUD (other than a de minimis PUD), (d) a two
to
fourunit residential property or (e) a Cooperative
Unit;


(xi)

the
Mortgage Rate;


(xii)

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;


(xiii)

a
code indicating whether the Mortgage Loan is a Lender PMI Mortgage
Loan
and, in the case of any Lender PMI Mortgage Loan, a percentage
representing the amount of the related interest premium charged
to the
borrower;


(xiv)

the
purpose for the Mortgage Loan;


(xv)

the
type of documentation program pursuant to which the Mortgage Loan
was
originated;


(xvi)

the
direct servicer as of the Cutoff Date and the Master Servicing
Fee Rate;
and

I17

(xvii)

a
code indicating whether the Mortgage Loan is a MERS Mortgage
Loan.

Such
schedule shall also set forth the total of the amounts described under (iv)
and
(v) above for all of the Mortgage Loans and for each Loan Group 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 SAIFInsured 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.
NonDelay
Certificates: As specified in the Preliminary
Statement.
NonDiscount
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.
NonPO
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
NonPO
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 NonPO 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 NonPO
PreFunded Amount for such Loan Group.
I18
NonPO
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 NonDiscount Mortgage Loan, 100%.
NonPO
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:

·

the
Class 1A7 Certificates, an amount equal to the sum of (i) the
product of
(a) the Class Certificate Balance of the Class 1A5 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 1A6
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;


·

the
Class 1A15 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 1A13 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 1A14
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;


·

the
Class 2A2 Certificates, an amount equal to the Class Certificate
Balance
of the Class 2A1 Certificates immediately prior to such Distribution
Date;


·

the
Class 2A7 Certificates, an amount equal to the Class Certificate
Balance
of the Class 2A6 Certificates immediately prior to such Distribution
Date;


·

the
Class 2A14 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A11 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 2A12
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 2A13 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;

I19

·

the
Class 2A18 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A15 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 2A16
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 2A17 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 2A22 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A19 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 2A20
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 2A21 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 2A26 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A23 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 2A24
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 2A25 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 2A30 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A27 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 2A28
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 2A29 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 2A34 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A31 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 2A32
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 2A33 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;

I20

·

the
Class 2A38 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A35 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 2A36
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 2A37 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 2A42 Certificates, an amount equal to the sum of (i) the
product
of (a) the Class Certificate Balance of the Class 2A39 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 2A40
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 2A41 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 X1 and Class X2 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, inhouse 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
B1

3.40%

Class
B2

2.15%

Class
B3
