The Pooling and Servicing Agreement
EXHIBIT
99.1
EXECUTION
COPY
CWALT,
INC.,
Depositor
COUNTRYWIDE
HOME LOANS, INC.,
Seller
PARK
GRANADA LLC,
Seller
PARK
MONACO INC.,
Seller
PARK
SIENNA LLC,
Seller
COUNTRYWIDE
HOME LOANS SERVICING LP,
Master
Servicer
and
THE
BANK
OF NEW YORK,
Trustee
___________________________________
Dated
as
of March 1, 2007
___________________________________
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-OA7
TABLE
OF
CONTENTS
|
Page
|
||
|
ARTICLE
I DEFINITIONS
|
||
|
SECTION
1.01.
|
Defined
Terms.
|
7
|
|
SECTION
1.02.
|
Certain
Interpretive Principles.
|
46
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
|
||
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
48
|
|
SECTION
2.02.
|
Acceptance
by Trustee of the Mortgage Loans.
|
54
|
|
SECTION
2.03.
|
Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
|
58
|
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage Loans.
|
61
|
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with Substitutions.
|
61
|
|
SECTION
2.06.
|
Execution
and Delivery of Certificates.
|
62
|
|
SECTION
2.07.
|
REMIC
Matters.
|
62
|
|
SECTION
2.08.
|
Covenants
of the Master Servicer.
|
62
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
|
||
|
SECTION
3.01.
|
Master
Servicer to Service Mortgage Loans.
|
63
|
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of Subservicers.
|
64
|
|
SECTION
3.03.
|
Rights
of the Depositor, the NIM Insurer and the Trustee in Respect
of the Master
Servicer.
|
64
|
|
SECTION
3.04.
|
Trustee
to Act as Master Servicer.
|
65
|
|
SECTION
3.05.
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account;
Pre-Funding Account; Capitalized Interest Account; Carryover
Reserve
Fund.
|
65
|
|
SECTION
3.06.
|
Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.
|
70
|
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
70
|
|
SECTION
3.08.
|
Permitted
Withdrawals from the Certificate Account; the Distribution Account
and the
Carryover Reserve Fund.
|
71
|
|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
73
|
|
SECTION
3.10.
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
|
74
|
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
75
|
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
79
|
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held
for the
Trustee.
|
80
|
i
|
SECTION
3.14.
|
Servicing
Compensation.
|
80
|
|
SECTION
3.15.
|
Access
to Certain Documentation.
|
81
|
|
SECTION
3.16.
|
Annual
Statement as to Compliance.
|
81
|
|
SECTION
3.17.
|
Errors
and Omissions Insurance; Fidelity Bonds.
|
81
|
|
SECTION
3.18.
|
Notification
of Adjustments.
|
82
|
|
SECTION
3.19.
|
The
Swap Contracts.
|
82
|
|
SECTION
3.20.
|
Prepayment
Charges.
|
84
|
|
ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
|
||
|
SECTION
4.01.
|
Advances.
|
85
|
|
SECTION
4.02.
|
Priorities
of Distribution.
|
86
|
|
SECTION
4.03.
|
Allocation
of Net Deferred Interest.
|
91
|
|
SECTION
4.04.
|
[Reserved].
|
91
|
|
SECTION
4.05.
|
[Reserved].
|
91
|
|
SECTION
4.06.
|
Monthly
Statements to Certificateholders.
|
91
|
|
SECTION
4.07.
|
Determination
of Pass-Through Rates for COFI Certificates.
|
92
|
|
SECTION
4.08.
|
Determination
of Pass-Through Rates for LIBOR Certificates.
|
93
|
|
SECTION
4.09.
|
Determination
of Pass-Through Rates for MTA Certificates.
|
94
|
|
SECTION
4.10.
|
The
Swap Trust and Swap Accounts.
|
96
|
|
ARTICLE
V THE CERTIFICATES
|
||
|
SECTION
5.01.
|
The
Certificates.
|
97
|
|
SECTION
5.02.
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
98
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
103
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
103
|
|
SECTION
5.05.
|
Access
to List of Certificateholders’ Names and Addresses.
|
103
|
|
SECTION
5.06.
|
Maintenance
of Office or Agency.
|
104
|
|
ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER
|
||
|
SECTION
6.01.
|
Respective
Liabilities of the Depositor and the Master Servicer.
|
105
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
105
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Sellers, the Master Servicer,
the NIM
Insurer and Others.
|
105
|
|
SECTION
6.04.
|
Limitation
on Resignation of Master Servicer.
|
106
|
|
ARTICLE
VII DEFAULT
|
||
|
SECTION
7.01.
|
Events
of Default.
|
107
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
109
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
110
|
|
ARTICLE
VIII CONCERNING THE TRUSTEE
|
||
|
SECTION
8.01.
|
Duties
of Trustee.
|
111
|
ii
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
112
|
|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
113
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
113
|
|
SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
113
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
114
|
|
SECTION
8.07.
|
Resignation
and Removal of Trustee.
|
114
|
|
SECTION
8.08.
|
Successor
Trustee.
|
115
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
116
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
116
|
|
SECTION
8.11.
|
Tax
Matters.
|
118
|
|
SECTION
8.12.
|
Monitoring
of Significance Percentage.
|
120
|
|
ARTICLE
IX TERMINATION
|
||
|
SECTION
9.01.
|
Termination
upon Liquidation or Purchase of all Mortgage Loans.
|
122
|
|
SECTION
9.02.
|
Final
Distribution on the Certificates.
|
123
|
|
SECTION
9.03.
|
Additional
Termination Requirements.
|
124
|
|
SECTION
9.04.
|
Auction
of the Mortgage Loans and REO Properties.
|
125
|
|
ARTICLE
X MISCELLANEOUS PROVISIONS
|
||
|
SECTION
10.01.
|
Amendment.
|
129
|
|
SECTION
10.02.
|
Recordation
of Agreement; Counterparts.
|
130
|
|
SECTION
10.03.
|
Governing
Law.
|
131
|
|
SECTION
10.04.
|
Intention
of Parties.
|
131
|
|
SECTION
10.05.
|
Notices.
|
132
|
|
SECTION
10.06.
|
Severability
of Provisions.
|
134
|
|
SECTION
10.07.
|
Assignment.
|
134
|
|
SECTION
10.08.
|
Limitation
on Rights of Certificateholders.
|
134
|
|
SECTION
10.09.
|
Inspection
and Audit Rights.
|
135
|
|
SECTION
10.10.
|
Certificates
Nonassessable and Fully Paid.
|
135
|
|
SECTION
10.11.
|
[Reserved].
|
135
|
|
SECTION
10.12.
|
Protection
of Assets.
|
135
|
|
SECTION
10.13.
|
Rights
of NIM Insurer
|
136
|
|
ARTICLE
XI EXCHANGE ACT REPORTING
|
||
|
SECTION
11.01.
|
Filing
Obligations.
|
137
|
|
SECTION
11.02.
|
Form
10-D Filings.
|
137
|
|
SECTION
11.03.
|
Form
8-K Filings.
|
138
|
|
SECTION
11.04.
|
Form
10-K Filings.
|
138
|
|
SECTION
11.05.
|
Xxxxxxxx-Xxxxx
Certification.
|
139
|
|
SECTION
11.06.
|
Form
15 Filing.
|
139
|
|
SECTION
11.07.
|
Report
on Assessment of Compliance and Attestation.
|
140
|
|
SECTION
11.08.
|
Use
of Subservicers and Subcontractors.
|
141
|
|
SECTION
11.09.
|
Amendments.
|
142
|
|
SECTION
11.10.
|
Reconciliation
of Accounts.
|
142
|
iii
SCHEDULES
|
Schedule
I:
|
Mortgage
Loan Schedule
|
S-I-1
|
|
Schedule
II-A:
|
Representations
and Warranties of Countrywide
|
S-II-A-1
|
|
Schedule
II-B:
|
Representations
and Warranties of Park Granada
|
S-II-B-1
|
|
Schedule
II-C:
|
Representations
and Warranties of Park Monaco
|
S-II-C-1
|
|
Schedule
II-D:
|
Representations
and Warranties of Park Sienna
|
S-II-D-1
|
|
Schedule
III-A:
|
Representations
and Warranties of Countrywide as to all of the Mortgage
Loans
|
S-III-A-1
|
|
Schedule
III-B:
|
Representations
and Warranties of Countrywide as to the Countrywide Mortgage
Loans
|
S-III-B-1
|
|
Schedule
III-C:
|
Representations
and Warranties of Park Granada as to the Park Granada Mortgage
Loans
|
S-III-C-1
|
|
Schedule
III-D:
|
Representations
and Warranties of Park Monaco as to the Park Monaco Mortgage
Loans
|
S-III-D-1
|
|
Schedule
III-E:
|
Representations
and Warranties of Park Sienna as to the Park Sienna Mortgage
Loans
|
S-III-E-1
|
|
Schedule
IV:
|
Representations
and Warranties of the Master Servicer
|
S-IV-1
|
|
Schedule
V:
|
Principal
Balance Schedules [if applicable]
|
S-V-1
|
|
Schedule
VI:
|
Form
of Monthly Master Servicer Report
|
S-VI-1
|
|
Schedule
VII:
|
Prepayment
Charge Schedule
|
S-VII-1
|
|
EXHIBITS
|
||
|
Exhibit
A:
|
Form
of Senior Certificate (excluding Notional Amount
Certificates)
|
A-1
|
|
Exhibit
B:
|
Form
of Subordinated Certificate
|
B-1
|
|
Exhibit
C-1:
|
Form
of Class A-R Certificate
|
C-1-1
|
|
Exhibit
C-2:
|
Form
of Class C-P Certificate
|
C-2-1
|
|
Exhibit
D:
|
Form
of Notional Amount Certificate
|
D-1
|
|
Exhibit
E:
|
Form
of Reverse of Certificates
|
E-1
|
|
Exhibit
F-1:
|
Form
of Initial Certification of Trustee (Initial Mortgage
Loans)
|
F-1-1
|
|
Exhibit
F-2:
|
Form
of Initial Certification of Trustee (Supplemental
Mortgage Loans)
|
F-2-1
|
|
Exhibit
G-1:
|
Form
of Delay Delivery Certification of Trustee (Initial
Mortgage Loans)
|
G-1-1
|
|
Exhibit
G-2:
|
Form
of Delay Delivery Certification of Trustee (Supplemental
Mortgage Loans)
|
G-2-1
|
|
Exhibit
H-1:
|
Form
of Final Certification of Trustee (Initial Mortgage Loans)
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of Final Certification of Trustee (Supplemental
Mortgage Loans)
|
H-2-1
|
|
Exhibit
I:
|
Form
of Transfer Affidavit
|
I-1
|
|
Exhibit
J-1:
|
Form
of Transferor Certificate (Residual)
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of Transferor Certificate (Private)
|
J-2-1
|
|
Exhibit
K:
|
Form
of Investment Letter (Non-Rule 144A)
|
K-1
|
|
Exhibit
L-1:
|
Form
of Rule 000X Xxxxxx
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of ERISA Letter (Covered Certificates)
|
L-2-1
|
iv
|
Exhibit
M:
|
Form
of Request for Release (for Trustee)
|
M-1
|
|
Exhibit
N:
|
Form
of Request for Release of Documents (Mortgage Loan - Paid in
Full, Repurchased and Replaced)
|
N-1
|
|
Exhibit
O:
|
[Reserved]
|
O-1
|
|
Exhibit
P:
|
Form
of Supplemental Transfer Agreement
|
P-1
|
|
Exhibit
Q:
|
Standard
& Poor’s LEVELS® Version 5.7 Glossary Revised,
|
|
|
Appendix
E
|
Q-1
|
|
|
Exhibit
R-1:
|
Form
of Class X-0-X Xxxx Xxxxxxxx
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of Class X-0-X Xxxx Xxxxxxxx
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of Class X-0-X Xxxx Xxxxxxxx
|
X-0-0
|
|
Xxxxxxx
X-0:
|
Form
of Class A-3 Swap Contract
|
R-4-1
|
|
Exhibit
S-1:
|
Swap
Contract Assignment Agreement
|
S-1-1
|
|
Exhibit
S-2:
|
Swap
Contract Administration Agreement
|
S-2-1
|
|
Exhibit
T:
|
Form
of Officer’s Certificate with respect to Prepayments
|
T-1
|
|
Exhibit
U:
|
Monthly
Statement
|
U-1
|
|
Exhibit
V-1:
|
Form
of Performance Certification (Subservicer)
|
V-1-1
|
|
Exhibit
V-2:
|
Form
of Performance Certification (Trustee)
|
V-2-1
|
|
Exhibit
W:
|
Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
W-1
|
|
Exhibit
X:
|
List
of Item 1119 Parties
|
X-1
|
|
Exhibit
Y:
|
Form
of Xxxxxxxx-Xxxxx Certification (Replacement Master
Servicer)
|
Y-1
|
v
THIS
POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007, among CWALT,
INC., a
Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS,
INC. (“Countrywide”), a New York corporation, as a
seller (a “Seller”), PARK GRANADA LLC
(“Park Granada”), a Delaware limited liability
company, as a seller (a “Seller”), PARK MONACO INC.
(“Park Monaco”), a Delaware corporation, as a seller
(a “Seller”), PARK SIENNA LLC (“Park
Sienna”), a Delaware limited liability company, as a seller (a
“Seller”), COUNTRYWIDE HOME LOANS SERVICING
LP, a
Texas limited partnership, as master servicer (the “Master
Servicer”), and THE BANK OF NEW YORK, a banking corporation
organized under the laws of the State of New York, as trustee (the
“Trustee”).
WITNESSETH
THAT
In
consideration of the mutual agreements contained in this Agreement, the parties
to this Agreement agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. For federal income tax purposes, the
Trust Fund (excluding the Pre-Funding Account, the Capitalized Interest Account
and the Carryover Reserve Fund), will consist of two real estate mortgage
investment conduits (each a “REMIC” or, in the alternative, the “Subsidiary
REMIC” and the “Master REMIC,” respectively). Each Certificate, other
than the Class A-R Certificate, will represent ownership of one or more
regular interests in the Master REMIC for purposes of the REMIC
Provisions. The Class A-R Certificate represents ownership of the
sole Class of residual interest in each of the Subsidiary REMIC and the Master
REMIC. The Master REMIC will hold as assets the several classes of
uncertificated Subsidiary REMIC Interests (other than the SR-A-R
Interest). The Subsidiary REMIC will hold as assets the all the
property of the Trust Fund (excluding the Pre-Funding Account, the Capitalized
Interest Account and the Carryover Reserve Fund). For federal income
tax purposes, each Subsidiary REMIC Interest and Master
REMIC Interest (except the SR-A-R Interest and the A-R Interest) is
hereby designated as a regular interest in its issuing REMIC. The
latest possible maturity date of all REMIC regular interests created hereby
shall be the Latest Possible Maturity Date.
The
Swap
Trust, the Swap Contracts and the Swap Accounts will not constitute any part
of
any REMIC.
1
Subsidiary
REMIC:
The
following table specifies the Class designation, interest rate, and principal
amount for each Class of Subsidiary REMIC Interests:
|
Subsidiary
REMIC
Interests
|
Initial
Principal
Balance |
Pass-Through
Rate
|
Corresponding
Class
of Certificates |
|
SR-A-1-A
|
(1)
|
(2)
|
Class
A-1-A
|
|
SR-A-1-B
|
(1)
|
(2)
|
Class
A-1-B
|
|
SR-A-2-A
|
(1)
|
(2)
|
Class
A-2-A
|
|
SR-A-2-B
|
(1)
|
(2)
|
Class
A-2-B
|
|
SR-A-3
|
(1)
|
(2)
|
Class
A-3
|
|
SR-$100
|
$100
|
(2)
|
Class
A-R
|
|
SR-M-1
|
(1)
|
(2)
|
Class
M-1
|
|
SR-M-2
|
(1)
|
(2)
|
Class
M-2
|
|
SR-M-3
|
(1)
|
(2)
|
Class
M-3
|
|
SR-M-4
|
(1)
|
(2)
|
Class
M-4
|
|
SR-M-5
|
(1)
|
(2)
|
Class
M-5
|
|
SR-M-6
|
(1)
|
(2)
|
Class
M-6
|
|
SR-M-7
|
(1)
|
(2)
|
Class
M-7
|
|
SR-M-8
|
(1)
|
(2)
|
Class
M-8
|
|
SR-M-9
|
(1)
|
(2)
|
Class
M-9
|
|
SR-Accrual
|
(1)
|
(2)(3)
|
N/A
|
|
SR-A-R
|
(4)
|
(4)
|
N/A
|
_______________
|
(1)
|
On
each Distribution Date, following the allocation of scheduled principal,
Principal Prepayments and Realized Losses, the Class SR-A-1-A
Interest, Class SR-A-1-B Interest, Class SR-A-2-A Interest,
Class SR-A-2-B Interest, Class SR-A-3 Interest, Class SR-$100
Interest, Class SR-M-1 Interest, Class SR-M-2 Interest,
Class SR-M-3 Interest, Class SR-M-4 Interest, Class SR-M-5
Interest, Class SR-M-6 Interest, Class SR-M-7 Interest,
Class SR-M-8 Interest and Class SR-M-9 Interest will each have a
principal balance that is equal to 50% of its corresponding Class
of
Certificates issued by the Master REMIC, and the Class SR-Accrual
Interest will have a principal balance that is equal to the sum
of (1) 50%
of the aggregate initial stated principal balances of the Mortgage
Loans
and (2) 50% of the amount of Overcollateralized Amount for such
Distribution Date.
|
|
(2)
|
The
interest rate with respect to any Distribution Date (and the related
Interest Accrual Period) for this Subsidiary REMIC Interest is
a per annum
rate equal to the Weighted Average Adjusted Net Mortgage Rate of
the
Mortgage Loans.
|
|
(3)
|
The
Class SR-Accrual Interest will be entitled to all Prepayment Charge
Amounts received in respect of the Mortgage
Loans.
|
|
(4)
|
The
Class SR-A-R Interest is the sole class of residual interest in
the
Subsidiary REMIC. It has no principal balance and pays no
principal or interest.
|
2
On
each
Distribution Date, the Interest Funds, the Principal Distribution Amount
and the
Prepayment Charges will be payable with respect to the Subsidiary REMIC
Interests in the following manner:
(1) Interest. Interest
is to be distributed with respect to each Subsidiary REMIC Interest at the
rate
or according to the formulas described above.
(2) Prepayment
Charge Amounts. All Prepayment Charge Amounts will be allocated
to the Class SR-Accrual Interest.
(3) Principal. Principal
(including Subsequent Recoveries) shall be allocated among the Subsidiary
REMIC
Interests in the same manner that such items are allocated in Note (1) to
the
Subsidiary REMIC above.
Master
REMIC:
The
Master REMIC Certificates will have the original certificate principal balances
and pass-through rates as set forth in the following table:
|
Class
|
Original
Class
Certificate
Balance
|
Pass-Through
Rate
|
|
Class
A-1-A
|
$235,000,000
|
(1)
|
|
Class
A-1-B
|
$181,996,000
|
(1)
|
|
Class
A-2-A
|
$55,000,000
|
(1)
|
|
Class
A-2-B
|
$118,747,000
|
(1)
|
|
Class
A-3
|
$104,248,000
|
(1)
|
|
Class
M-1
|
$20,752,000
|
(1)
|
|
Class
M-2
|
$17,228,000
|
(1)
|
|
Class
M-3
|
$5,090,000
|
(1)
|
|
Class
M-4
|
$10,572,000
|
(1)
|
|
Class
M-5
|
$5,090,000
|
(1)
|
|
Class
M-6
|
$3,915,000
|
(1)
|
|
Class
M-7
|
$6,265,000
|
(1)
|
|
Class
M-8
|
$3,523,000
|
(1)
|
|
Class
M-9
|
$4,307,000
|
(1)
|
|
Class C-P
|
(2)
|
(3)(4)
|
|
Class A-R
|
$100
|
(5)
|
_______________
|
(1)
|
Each
Class of Certificates will accrue interest at the related Pass-Through
Rate. Solely for federal income tax purposes: (i) the
Pass-Through Rate of each Class of Swap Certificates for each Distribution
Date will be the Pass-Through Rate at which such Certificates would
have
accrued interest in the event that the Swap Contract had been terminated
as of such Distribution Date, and (ii) Net Deferred Interest in
respect of
each Class of Swap Certificates for each Distribution Date will
be treated
in the manner Net Deferred Interest would have been treated in
respect of
such Certificates if the Swap Contract had been terminated as of
such
Distribution Date.
|
3
|
(2)
|
The
Class C-P Certificates will be comprised of two components (the
“PO
component” and the “IO component”), each of which is hereby designated as
a REMIC regular interest for federal income tax purposes. On
each Distribution Date, following the allocation of scheduled principal,
Principal Prepayments and Realized Losses, the PO component will
have a
principal balance equal to the Overcollateralized Amount for federal
income tax purposes. Distributions on the IO component are
described in Note (3) below).
|
|
(3)
|
For
each Interest Accrual Period the Class C-P Certificates are entitled
to the “Class C-P Distributable Amount,” which shall equal the sum of (i)
a specified portion of the interest on each of the Subsidiary REMIC
Regular Interests (excluding the SR-$100 and SR-A-R Interests)
in an
amount equal to the excess of the Weighted Average Adjusted Net
Mortgage
Rate of the Mortgage Loans over the product of two and the weighted
average of the pass-through rates of the related Subsidiary REMIC
interests, subjecting each such Class (other than the Class SR-Accrual
Interest) to a cap equal to the Pass-Through Rate in respect of
its
corresponding Class of Certificates and the Class SR-Accrual Interest
to a
cap equal to zero. The Class C-P 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)
|
For
each Distribution Date the Class C-P Certificates are entitled to all
Prepayment Charge Amounts distributed with respect to the
Class SR-C-P Interests.
|
|
(5)
|
The
Class A-R Certificates represent the sole Class of residual interest
in each REMIC created hereunder. The Pass-Through Rate for the
Class A-R Certificates and any Interest Accrual Period will be a per
annum rate equal to the Weighted Average Adjusted Net Mortgage
Rate of the
Mortgage Loans.
|
It
is not
intended that the Class A-R Certificates be entitled to any cash flows pursuant
to this agreement except as provided in Sections 4.02(a) and 4.02(b) hereunder
(that is, its entitlement to $100.00 and interest thereon).
The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage
Loans to flow through to the Master REMIC as cash flow on a REMIC regular
interest, without creating any shortfall—actual or potential (other than for
credit losses)—to any REMIC regular interest.
4
Set
forth
below are designations of Classes or Components of Certificates and other
defined terms to the categories used in this Agreement:
|
Accretion
Directed Certificates
|
None.
|
|
Accretion
Directed
|
|
|
Components.
|
None.
|
|
Accrual
Certificates
|
None.
|
|
Accrual
Components
|
None.
|
|
Book-Entry
Certificates.
|
All
Classes of Certificates other than the Physical
Certificates.
|
|
COFI
Certificates.
|
None.
|
|
Component
Certificates
|
None.
|
|
Components
|
For
purposes of calculating
distributions of principal and/or interest, the Component Certificates,
if
any, will be comprised of multiple payment components having
the
designations, Initial Component Balances or Notional Amounts,
as
applicable, and Pass-Through Rates set forth
below:
|
|
Designation
|
Initial
Component
Principal
Balance
|
Pass-Through
Rate
|
||
|
N/A
|
N/A
|
N/A
|
|
Delay
Certificates.
|
All
interest-bearing Classes of Certificates other than the
Non-Delay
Certificates, if any.
|
|
ERISA-Restricted
Certificates.
|
The
Class A-2-A, Class A-2-B and Class A-3 Certificates, the
Subordinated
Certificates, the Residual Certificates and the Private
Certificates; and
the Class A-1-A and Class A-1-B Certificates if they no
longer have a
rating of at least AA- or its equivalent from at least
one Rating
Agency.
|
|
Inverse
Floating Rate
Certificates.
|
None.
|
|
LIBOR
Certificates
|
The
Subordinated Certificates.
|
|
MTA
Certificates
|
The
Senior Certificates.
|
5
|
Non-Delay
Certificates
|
The
LIBOR Certificates.
|
|
Notional
Amount
|
|
|
Certificates.
|
None.
|
|
Offered
Certificates.
|
All
Classes of Certificates other than the Private
Certificates.
|
|
Physical
Certificates.
|
The
Private Certificates and the Residual Certificates.
|
|
Planned
Principal Classes
|
None.
|
|
Planned
Principal
|
|
|
Components
|
None.
|
|
Principal
Only Certificates.
|
None.
|
|
Private
Certificates.
|
The
Class C-P Certificates.
|
|
Rating
Agencies.
|
S&P
and Xxxxx’x.
|
|
Regular
Certificates.
|
All
Classes of Certificates, other than the Residual
Certificates.
|
|
Residual
Certificates.
|
The
Class A-R Certificates.
|
|
Scheduled
Principal
|
|
|
Classes..
|
None.
|
|
Senior
Certificates.
|
The
Class A-1-A, Class A-1-B, Class A-2-A, Class A-2-B, Class A-3
and
Class A-R Certificates.
|
|
Subordinated
Certificates.
|
The
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class
M-7, Class M-8 and Class M-9 Certificates.
|
|
Swap
Certificates.
|
The
Class A-1-A, Class A-1-B, Class A-2-A and Class A-3 Certificates
for so
long as the related Swap Contract has not been
terminated.
|
|
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 in this Agreement relating
solely to such designations shall be of no force or effect, and any calculations
in this Agreement incorporating references to such designations shall be
interpreted without reference to such designations and
amounts. Defined terms and provisions in this Agreement relating to
statistical rating agencies not designated above as Rating Agencies shall
be of
no force or effect.
If
the
aggregate Stated Principal Balances of the Initial Mortgage Loans on the
Closing
Date is equal to or greater than the sum of (x) the aggregate Class Certificate
Balance of the Offered Certificates, as of such date, and (y) the
Overcollateralized Amount as of the Closing Date, all references herein to
“Aggregate Supplemental Purchase Amount”, “Aggregate Supplemental Transfer
Amount”, “Capitalized Interest Account”, “Capitalized Interest Deposit”,
“Capitalized Interest Release Amount”, “Capitalized Interest Requirement”,
“Funding Period”, “Funding Period Distribution Date”, “Pre-Funded Amount”,
“Pre-Funding Account”, “Remaining Pre-Funded Amount”, “Supplemental Cut-off
Date”, “Supplemental Mortgage Loan”, “Supplemental Transfer Agreement” and
“Supplemental Transfer Date” shall be of no force or effect and all provisions
herein related thereto shall similarly be of no force or effect.
6
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
Whenever
used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall
have
the following meanings:
Acceptable
Bid Amount: Either (i) a bid equal to or greater than the Minimum
Auction Amount or (ii) the highest bid submitted by a Qualified Bidder in
an
auction if the Directing Certificateholder agrees to pay the related Auction
Supplement Amount.
Account: Any
Escrow Account, the Certificate Account, the Distribution Account, the
Pre-Funding Account, the Capitalized Interest Account, the Carryover Reserve
Fund, the Swap Accounts or any other account related to the Trust Fund or
the
Mortgage Loans.
Accretion
Directed Certificates: As specified in the Preliminary
Statement.
Additional
Designated Information: As defined in Section 11.02.
Adjusted
Cap Rate: For any Distribution Date and (x) any Class of MTA
Certificates, the excess, if any, of the related Net Rate Cap for such
Distribution Date, over a fraction expressed as a percentage, the numerator
of
which is equal to the product of (i) 12, and (ii) the amount of Net Deferred
Interest for that Distribution Date, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date
occurring in the month preceding the month of that Distribution Date (after
giving effect to Principal Prepayments in the Prepayment Period related that
prior Due Date) and (y) any Class of LIBOR Certificates, the excess, if any,
of
the related Net Rate Cap for such Distribution Date, over a fraction expressed
as a percentage, the numerator of which is equal to the product of (i) a
fraction, the numerator of which is 360 and the denominator of which is the
actual number of days in the related Interest Accrual Period and (ii) the
amount
of Net Deferred Interest for that Distribution Date, and the denominator
of
which is the aggregate Stated Principal Balance of the Mortgage Loans as
of the
Due Date occurring in the month preceding the month of that Distribution
Date
(after giving effect to Principal Prepayments in the Prepayment Period related
that prior Due Date).
Adjusted
Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less the Master Servicing Fee
Rate.
Adjusted
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the related Expense Fee
Rate.
Adjustment
Date: A date specified in each Mortgage Note as a date on which
the Mortgage Rate on the related Mortgage Loan will be adjusted.
Advance: The
payment required to be made by the Master Servicer with respect to any
Distribution Date pursuant to Section 4.01, the amount of any such payment
being
equal to the aggregate of payments of principal and interest (net of the
Master
Servicing Fee) on the Mortgage Loans that were due on the related Due Date
and
not received by the Master Servicer as of the close of business on the related
Determination Date, together with an amount equivalent to interest on each
Mortgage Loan as to which the related Mortgaged Property is an REO Property,
net
of any net income from such REO Property, less the aggregate amount of any
such
delinquent payments that the Master Servicer has determined would constitute
a
Nonrecoverable Advance if advanced.
0
Xxxxxxxxx
Xxxxxxxxxxxx Xxxxxxxx Xxxxxx: With respect to any Supplemental
Transfer Date, the “Aggregate Supplemental Purchase Amount” identified in the
related Supplemental Transfer Agreement, which shall be an estimate of the
aggregate Stated Principal Balances of the Supplemental Mortgage Loans
identified in such Supplemental Transfer Agreement.
Aggregate
Supplemental Transfer Amount: With respect to any Supplemental
Transfer Date, the aggregate Stated Principal Balance as of the related
Supplemental Cut-off Date of the Supplemental Mortgage Loans conveyed on
such
Supplemental Transfer Date, as listed on the revised Mortgage Loan Schedule
delivered pursuant to Section 2.01(f); provided, however, that such amount
shall
not exceed the amount on deposit in the Pre-Funding Account.
Agreement: This
Pooling and Servicing Agreement and all amendments or supplements to this
Pooling and Servicing Agreement.
Amount
Held for Future Distribution: As to any Distribution Date, the
aggregate amount held in the Certificate Account at the close of business
on the
related Determination Date on account of (i) Principal Prepayments received
after the related Prepayment Period and Liquidation Proceeds and Subsequent
Recoveries received in the month of such Distribution Date and (ii) all
Scheduled Payments due after the related Due Date.
Applied
Realized Loss Amount: With respect to any Distribution Date, the
sum of the Realized Losses which are to be applied in reduction of the Class
Certificate Balances of the Certificates and the aggregate Swap Principal
Amount, if any, pursuant to Section 4.02(g), which shall equal the amount,
if
any, by which the sum of (i) the aggregate Class Certificate Balance of all
Senior and Subordinated Certificates and (ii) the aggregate Swap Principal
Amount, if any, (in each case, after all distributions of principal on such
Distribution Date) exceeds the aggregate Stated Principal Balance of the
Mortgage Loans as of the Due Date in the month in which such Distribution
Date
occurs (after giving effect to Principal Prepayments and Liquidation Proceeds
allocated to principal and Subsequent Recoveries received in the related
Prepayment Period).
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value of
the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sales price of the Mortgaged Property at
the
time of the origination of such Mortgage Loan; (ii) with respect to a
Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
Loan,
the value of the Mortgaged Property based upon the appraisal made-at the
time of
the origination of such Refinancing Mortgage Loan; and (iii) with respect
to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with
respect to the Original Mortgage Loan at the time of the origination thereof
was
80% or less and the loan amount of the new mortgage loan is $650,000 or less,
the value of the Mortgaged Property based upon the appraisal made at the
time of
the origination of the Original Mortgage Loan and (b) if the loan-to-value
ratio
with respect to the Original Mortgage Loan at the time of the origination
thereof was greater than 80% or the loan amount of the new mortgage loan
being
originated is greater than $650,000, the value of the Mortgaged Property
based
upon the appraisal (which may be a drive-by appraisal) made at the time of
the
origination of such Streamlined Documentation Mortgage Loan.
8
Auction
Supplement Amount: As defined in Section 9.04(c).
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Bid
Determination Date: As defined in Section 9.04(b).
Book-Entry
Certificates: As specified in the Preliminary
Statement.
Business
Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the City of New York, New York,
or the States of California or Texas or the city in which the Corporate Trust
Office of the Trustee is located are authorized or obligated by law or executive
order to be closed.
Capitalized
Interest Account: The separate Eligible Account designated as such and
created and maintained by the Trustee pursuant to Section 3.05(h)
hereof. The Capitalized Interest Account shall be treated as an
“outside reserve fund” under applicable Treasury regulations and shall not be
part of the REMIC. Except as provided in Section 3.05(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 Deposit: $497,439.37.
Capitalized
Interest Release Amount: With respect to any Supplemental
Transfer Date, the amount specified as the “Capitalized Interest Release Amount”
in the related Supplemental Trnasfer Agreement.
Capitalized
Interest Requirement: With respect to each Funding Period
Distribution Date, the excess, if any, of (a) the sum of (1) Current Interest
for each Class of Certificates for such Distribution Date, plus (2) the Trustee
Fee, over (b) with respect to each Mortgage Loan, (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).
Carryover
Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 3.05(i) in the name of the
Trustee
for the benefit of the Holders of the LIBOR Certificates and designated “The
Bank of New York in trust for registered holders of CWALT, Inc., Alternative
Loan Trust 2007-OA7, Mortgage Pass-Through Certificates, Series
2007-OA7.” Funds in the Carryover Reserve Fund shall be held in trust
for the Holders of the LIBOR Certificates for the uses and purposes set forth
in
this Agreement.
Certificate: Any
one of the Certificates executed by the Trustee in substantially the forms
attached this Agreement as exhibits.
Certificate
Account: The separate Eligible Account or Accounts created and
maintained by the Master Servicer pursuant to Section 3.05 with a
depository institution, initially Countrywide Bank, F.S.B., in the name of
the
Master Servicer for the benefit of the Trustee on behalf of Certificateholders
and designated “Countrywide Home Loans Servicing LP in trust for the registered
holders of Alternative Loan Trust 2007-OA7, Mortgage Pass-Through Certificates
Series 2007-OA7.”
9
Certificate
Balance: With respect to any Certificate (other than the Class
C-P Certificates) at any date, the maximum dollar amount of principal to
which
the Holder thereof is then entitled under this Agreement, such amount being
equal to the Denomination of that Certificate (A) plus, with respect to the
Offered Certificates, any increase to the Certificate Balance of such
Certificate pursuant to Section 4.02 due to the receipt of Subsequent
Recoveries, (B) minus the sum of (i) all distributions of
principal previously made with respect to that Certificate and (ii) with
respect to the Offered Certificates, any Applied Realized Loss Amounts allocated
to such Certificate on previous Distribution Dates pursuant to Section 4.02
without duplication and (C) increased by the amount of Net Deferred
Interest allocated to that Certificate pursuant to Section 4.03.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate. For the
purposes of this Agreement, in order for a Certificate Owner to enforce any
of
its rights under this Agreement, it shall first have to provide evidence
of its
beneficial ownership interest in a Certificate that is reasonably satisfactory
to the Trustee, the Depositor, and/or the Master Servicer, as
applicable.
Certificate
Register: The register maintained pursuant to
Section 5.02.
Certificateholder
or Holder: The person in whose name a Certificate is registered
in the Certificate Register, except that, solely for the purpose of giving
any
consent pursuant to this Agreement, any Certificate registered in the name
of
the Depositor or any affiliate of the Depositor shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that
if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be
Outstanding for purposes of any provision of this Agreement (other than the
second sentence of Section 10.01) that requires the consent of the Holders
of
Certificates of a particular Class as a condition to the taking of any action
under this Agreement. The Trustee is entitled to rely conclusively on
a certification of the Depositor or any affiliate of the Depositor in
determining which Certificates are registered in the name of an affiliate
of the
Depositor.
Certification
Party: As defined in Section 11.05.
Certifying
Person: As defined in Section 11.05.
Class: All
Certificates bearing the same class designation as set forth in the Preliminary
Statement.
Class
A-1-A Swap Account: The separate Eligible Account created and
initially maintained by the Swap Trustee pursuant to Section 4.10.
10
Class
A-1-A Swap Contract: The transaction evidenced by the
confirmation, reference number “Global No. N592347N” (as assigned to the Swap
Contract Administrator pursuant to the Swap Contract Assignment Agreement),
a
form of which is attached hereto as Exhibit R-1.
Class
A-1-A Swap Principal Amount: With respect to any Distribution
Date prior to the termination of the Class A-1-A Swap Contract, the excess,
if
any, of (i) the aggregate amount of Net Deferred Interest that would
otherwise
be allocable to the Class A-1-A Certificates in accordance with Section
4.03 in
the absence of the Class A-1-A Swap Contract over (ii) distributions
in respect
of the Class A-1-A Swap Principal Amount made to the Class A-1-A Swap
Account
pursuant to Sections 4.02(b) and (c) prior to such Distribution
Date. With respect to any Distribution Date after the termination of
the Class A-1-A Swap Contract, zero.
Class
A-1-B Swap Account: The separate Eligible Account created and initially
maintained by the Swap Trustee pursuant to Section 4.10.
Class
A-1-B Swap Contract: The transaction evidenced by the
confirmation, reference number “Global No. N592349N” (as assigned to the Swap
Contract Administrator pursuant to the Swap Contract Assignment Agreement),
a
form of which is attached hereto as Exhibit R-2.
Class
A-1-B Swap Principal Amount: With respect to any Distribution
Date prior to the termination of the Class A-1-B Swap Contract, the excess,
if
any, of (i) the aggregate amount of Net Deferred Interest that would
otherwise
be allocable to the Class A-1-B Certificates in accordance with Section
4.03 in
the absence of the Class A-1-B Swap Contract over (ii) distributions
in respect
of the Class A-1-B Swap Principal Amount made to the Class A-1-B Swap
Account
pursuant to Sections 4.02(b) and (c) prior to such Distribution
Date. With respect to any Distribution Date after the termination of
the Class A-1-B Swap Contract, zero.
Class
A-2-A Swap Account: The separate Eligible Account created and initially
maintained by the Swap Trustee pursuant to Section 4.10.
Class
A-2-A Swap Contract: The transaction evidenced by the
confirmation, reference number “Global No. N592351N” (as assigned to the Swap
Contract Administrator pursuant to the Swap Contract Assignment Agreement),
a
form of which is attached hereto as Exhibit R-3.
Class
A-2-A Swap Principal Amount: With respect to any Distribution
Date prior to the termination of the Class A-2-A Swap Contract, the excess,
if
any, of (i) the aggregate amount of Net Deferred Interest that would
otherwise
be allocable to the Class A-2-A Certificates in accordance with Section
4.03 in
the absence of the Class A-2-A Swap Contract over (ii) distributions
in respect
of the Class A-2-A Swap Principal Amount made to the Class A-2-A Swap
Account
pursuant to Sections 4.02(b) and (c) prior to such Distribution
Date. With respect to any Distribution Date after the termination of
the Class A-2-A Swap Contract, zero.
Class
A-3 Swap Account: The separate Eligible Accounts created and initially
maintained by the Swap Trustee pursuant to Section 4.10.
Class
A-3 Swap Contract: The transaction evidenced by the confirmation,
reference number “Global No. N592352N” (as assigned to the Swap Contract
Administrator pursuant to the Swap Contract Assignment Agreement), a
form of
which is attached hereto as Exhibit R-4.
11
Class
A-3 Swap Principal Amount: With respect to any Distribution Date
prior to the termination of the Class A-3 Swap Contract, the excess,
if any, of
(i) the aggregate amount of Net Deferred Interest that would otherwise
be
allocable to the Class A-3 Certificates in accordance with Section 4.03
in the
absence of the Class A-3 Swap Contract over (ii) distributions in respect
of the
Class A-3 Swap Principal Amount made to the Class A-3 Swap Account pursuant
to
Sections 4.02(b) and (c) prior to such Distribution Date. With
respect to any Distribution Date after the termination of the Class A-3
Swap
Contract, zero.
Class
C-P Distributable Amount: As defined in the Preliminary
Statement.
Class
Certificate Balance: With respect to any Class of Certificates
(other than the Class C-P Certificates) and as to any date of determination,
the
aggregate of the Certificate Balances of all Certificates of such Class
as of
such date. With respect to the Class C-P Certificates and any
Distribution Date, the excess, if any, of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Due Date in the prior calendar month
(after
giving effect to Principal Prepayments, the principal portion of any
Liquidation
Proceeds and any Subsequent Recoveries received in the Prepayment Period
related
to that prior Due Date) over the sum of (i) the aggregate Class Certificate
Balance of the Offered Certificates and (ii) the aggregate Swap Principal
Amount, if any, in each case, immediately prior to that Distribution
Date.
Closing
Date: March 30, 2007.
Code: The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
COFI: The
Monthly Weighted Average Cost of Funds Index for the Eleventh District
Savings
Institutions published by the Federal Home Loan Bank of San
Francisco.
COFI
Certificates: As specified in the Preliminary
Statement.
Commission: The
U.S. Securities and Exchange Commission.
Compensating
Interest: As to any Distribution Date, an amount equal to the
product of 50% and the aggregate Master Servicing Fee payable to the
Master
Servicer for that Distribution Date.
Component: As
specified in the Preliminary Statement.
Component
Balance: Not applicable.
Component
Certificates: As specified in the Preliminary
Statement.
Component
Notional Amount: Not applicable.
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.
12
Cooperative
Loan: Any Mortgage Loan secured by Coop Shares and a Proprietary
Lease.
Cooperative
Property: The real property and improvements owned by the Cooperative
Corporation, including the allocation of individual dwelling units to
the
holders of the Coop Shares of the Cooperative Corporation.
Cooperative
Unit: A single family dwelling located in a Cooperative
Property.
Corporate
Trust Office: The designated office of the Trustee in the State
of New York at which at any particular time its corporate trust business
with
respect to this Agreement shall be administered, which office at the
date of the
execution of this Agreement is located at 000 Xxxxxxx Xxxxxx, 0 Xxxx,
Xxx Xxxx,
Xxx Xxxx 00000 (Attn: Mortgage-Backed Securities Group, CWALT, Inc.
Series 2007-OA7, facsimile no. (000) 000-0000), and which is the address
to
which notices to and correspondence with the Trustee should be
directed.
Countrywide: Countrywide
Home Loans, Inc., a New York corporation and its successors and assigns,
in its
capacity as the seller of the Countrywide Mortgage Loans to the
Depositor.
Countrywide
Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Countrywide is the applicable
Seller.
Countrywide
Servicing: Countrywide Home Loans Servicing LP, a Texas limited partnership
and its successors and assigns.
Covered
Certificates: The Class A-1-A and Class A-1-B
Certificates.
Cumulative
Loss Trigger Event: With respect to a Distribution Date on or after the
Stepdown Date, if the aggregate amount of Realized Losses on the Mortgage
Loans
from (and including) the Cut-off Date to (and including) the related
Due Date
(reduced by the aggregate amount of Subsequent Recoveries received from
the
Cut-off Date through the Prepayment Period related to that Due Date)
exceeds the
applicable percentage, for such Distribution Date, of the Cut-off Date
Pool
Principal Balance as set forth below:
13
|
Distribution
Date
|
Percentage
|
|
April
2009 – March 2010
|
0.20%
with respect to April 2009, plus an additional 1/12th of
0.30% for each month thereafter through March 2010
|
|
April
2010 – March 2011
|
0.50%
with respect to April 2010, plus an additional 1/12th of
0.40% for each month thereafter through March 2011
|
|
April
2011 – March 2012
|
0.90%
with respect to April 2011, plus an additional 1/12th of
0.40% for each month thereafter through March 2012
|
|
April
2012 – March 2013
|
1.30%
with respect to April 2012, plus an additional 1/12th of
0.50% for each month thereafter through March 2013
|
|
April
2013 – March 2014
|
1.80%
with respect to April 2013, plus an additional 1/12th of
0.20% for each month thereafter through March 2014
|
|
April
2014 and thereafter
|
2.00%
|
Current
Interest: With respect to each Class of Offered Certificates and
each Distribution Date, the excess, if any, of (i) interest accrued at the
applicable Pass-Through Rate for the applicable Interest Accrual Period on
the
Class Certificate Balance of such Class immediately prior to such Distribution
Date over (ii) the Net Deferred Interest, if any, allocated to that Class
for
such Distribution Date pursuant to Section 4.03. Interest on any
Delay Certificates shall be calculated on the basis of a 360-day year consisting
of twelve 30-day months. Interest on any Non-Delay Certificates shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
in the applicable Interest Accrual Period.
Cut-off
Date: In the case of any Initial Mortgage Loan, the Initial
Cut-off Date, and in the case of any Supplemental Mortgage Loan, the related
Supplemental Cut-off Date.
Cut-off
Date Pool Principal Balance: An amount equal to the sum of (x)
the Initial Cut-off Date Pool Principal Balance plus (y) the amount, if any,
deposited in the Pre-Funding Account on the Closing Date.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off
Date.
Debt
Service Reduction: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy
Code
in the Scheduled Payment for such Mortgage Loan that became final and
non-appealable, except such a reduction resulting from a Deficient Valuation
or
any reduction that results in a permanent forgiveness of principal.
Defective
Mortgage Loan: Any Mortgage Loan that is required to be
repurchased pursuant to Section 2.02 or 2.03.
Deferred
Interest: With respect to each Mortgage Loan and Due Period, the
amount of interest accrued on such Mortgage Loan at the applicable Mortgage
Rate
from the Due Date in the preceding Due Period to the Due Date in such Due
Period
that is greater than the Scheduled Payment due on such Mortgage Loan for
such
Due Period and that is added to the principal balance of such Mortgage
Loan in
accordance with the terms of the related Mortgage Note.
14
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount
less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in
the amount of principal to be paid in connection with any Scheduled Payment
that
results in a permanent forgiveness of principal, which valuation or reduction
results from an order of such court which is final and non-appealable in
a
proceeding under the Bankruptcy Code.
Definitive
Certificates: Any Certificate evidenced by a Physical Certificate
and any Certificate issued in lieu of a Book-Entry Certificate pursuant
to
Section 5.02(e).
Delay
Certificates: As specified in the Preliminary Statement.
Delay
Delivery Certification: As defined in Section
2.02(a).
Delay
Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to the Trustee on the
Closing Date or Supplemental Transfer Date, as applicable. The number
of Delay Delivery Mortgage Loans shall not exceed 50% of the aggregate
number of
Initial Mortgage Loans and 90% of the Supplemental Mortgage Loans conveyed
on
the related Supplemental Transfer Date. To the extent that
Countrywide Servicing shall be in possession of any Mortgage Files with
respect
to any Delay Delivery Mortgage Loan, until delivery of such Mortgage File
to the
Trustee as provided in Section 2.01, Countrywide Servicing shall hold such
files
as Master Servicer hereunder, as agent and in trust for the
Trustee.
Deleted
Mortgage Loan: As defined in Section 2.03(c).
Delinquency
Trigger Event: With respect to a Distribution Date on or after the Stepdown
Date exists if the Rolling Sixty-Day Delinquency Rate equals or exceeds
the
product of (i) the Senior Enhancement Percentage for such Distribution
Date and
(ii) the applicable percentage listed below for the most senior Class of
Certificates then outstanding.
15
|
Class
|
Percentage
(1)
|
Percentage
(2)
|
||
|
Senior
Certificates
|
24.00%
|
30.25%
|
||
|
M-1
|
31.25%
|
39.50%
|
||
|
M-2
|
42.00%
|
53.00%
|
||
|
M-3
|
46.75%
|
59.00%
|
||
|
M-4
|
61.25%
|
77.25%
|
||
|
M-5
|
72.00%
|
90.75%
|
||
|
M-6
|
83.00%
|
104.50%
|
||
|
M-7
|
110.00%
|
138.75%
|
||
|
M-8
|
135.00%
|
170.00%
|
||
|
M-9
|
186.00%
|
234.50%
|
|
_________
|
|
|
(1)
|
For
any Distribution Date occurring on or after the Distribution
Date
occurring in April 2010 and prior to the Distribution Date occurring
in
April 2013.
|
|
(2)
|
For
any Distribution Date occurring on or after the Distribution
Date
occurring in April 2013.
|
Denomination: With
respect to each Certificate, the amount set forth on the face of that
Certificate as the “Initial Certificate Balance of this Certificate” or the
“Initial Notional Amount of this Certificate” or, if neither of the foregoing,
the Percentage Interest appearing on the face of that Certificate.
Depositor: CWALT,
Inc., a Delaware corporation, or its successor in interest.
Depository: The
initial Depository shall be The Depository Trust Company, the nominee of
which
is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial
Code of the State of New York.
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
Determination
Date: As to any Distribution Date, the 22nd
day of each month
or, if such 22nd day
is not a
Business Day, the next preceding Business Day; provided, however, that
if such
22nd day
or
such Business Day, whichever is applicable, is less than two Business Days
prior
to the related Distribution Date, the Determination Date shall be the first
Business Day that is two Business Days preceding such Distribution
Date.
Directing
Certificateholder: As defined in Section 9.04(a).
Distribution
Account: The separate Eligible Account created and maintained by
the Trustee pursuant to Section 3.05(d) in the name of the Trustee for the
benefit of the Certificateholders and designated “The Bank of New York in trust
for registered holders of Alternative Loan Trust 2007-OA7, Mortgage Pass-Through
Certificates, Series 2007-OA7.” Funds in the Distribution Account
shall be held in trust for the Certificateholders for the uses and purposes
set
forth in this Agreement.
16
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 April
2007.
Due
Date: With respect to a Mortgage Loan, the date on which
Scheduled Payments are due on that Mortgage Loan. With respect to any
Distribution Date, the related Due Date is the first day of the calendar
month
in which that Distribution Date occurs.
Due
Period: With respect to any Distribution Date, the period
beginning on the second day of the calendar month preceding the month in
which
such Distribution Date occurs and ending on the first day of the calendar
month
in which such Distribution Date occurs.
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of Xxxxx’x or Fitch and one of the two highest short-term
ratings of S&P, if S&P is a Rating Agency at the time any amounts are
held on deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by the
FDIC (to
the limits established by the FDIC) and the uninsured deposits in which
accounts
are otherwise secured such that, as evidenced by an Opinion of Counsel
delivered
to the Trustee and to each Rating Agency, the Certificateholders have a
claim
with respect to the funds in such account or a perfected first priority
security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company
in which
such account is maintained, or (iii) a trust account or accounts maintained
with (a) the trust department of a federal or state chartered depository
institution or (b) a trust company, acting in its fiduciary capacity or
(iv) any other account acceptable to each Rating
Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the
Trustee.
Eligible
EPD Protected Mortgage Loan: A Mortgage Loan that (i) was
originated not more than one year prior to the Closing Date, (ii) was purchased
by a Seller or one of its affiliates pursuant to a purchase agreement containing
provisions under which the seller thereunder has become obligated to repurchase
such Mortgage Loan from Countrywide due to a Scheduled Payment due on or
prior
to the first Scheduled Payment owing to the Trust Fund becoming delinquent
and
(iii) was not purchased through Countrywide Home Loan Inc.’s Correspondent
Lending Division.
Eligible
Repurchase Month: As defined in Section 3.11.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
17
ERISA-Qualifying
Underwriting: A best efforts or firm commitment underwriting or
private placement that meets the requirements of an Underwriter’s
Exemption.
ERISA-Restricted
Certificate: As specified in the Preliminary
Statement.
Escrow
Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a).
Event
of Default: As defined in Section 7.01.
Excess
Cashflow: With respect to any Distribution Date the sum of (i)
the amount remaining as set forth in Section 4.02(a)(5), and (ii) the amount
remaining as set forth in Section 4.02(b)(1)(B)(b) or 4.02(b)(2)(B)(b),
as
applicable, in each case for such Distribution Date.
Excess
Overcollateralization Amount: With respect to any Distribution Date, the
excess, if any, of the Overcollateralized Amount for such Distribution
Date over
the Overcollateralization Target Amount for such Distribution Date.
Excess
Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds received with
respect to such Mortgage Loan during the calendar month in which such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously reimbursed
to
the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal
balance
of such Liquidated Mortgage Loan as of the Due Date in the month in which
such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest
at
the Mortgage Rate from the Due Date as to which interest was last paid
or
advanced (and not reimbursed) to Certificateholders up to the Due Date
applicable to the Distribution Date immediately following the calendar
month
during which such liquidation occurred.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust Fund under
the
Exchange Act.
Expense
Fee: As to each Mortgage Loan and any Distribution Date, the
product of the related Expense Fee Rate and its Stated Principal Balance
as of
that Distribution Date.
Expense
Fee Rate: As to each Mortgage Loan and any date of determination,
the sum of (a) the related Master Servicing Fee Rate and (b) the Trustee
Fee
Rate.
Extra
Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (1) the Overcollateralization Deficiency Amount and
(2) the
Excess Cashflow available for payment pursuant to Section 4.02(c).
FDIC: The
Federal Deposit Insurance Corporation, or any successor thereto.
18
FHLMC: The
Federal Home Loan Mortgage Corporation, a corporate instrumentality of
the
United States created and existing under Title III of the Emergency Home
Finance
Act of 1970, as amended, or any successor to the Federal Home Loan Mortgage
Corporation.
Final
Certification: As defined in Section 2.02(a).
FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fitch:
Fitch, Inc., or any successor thereto. If Fitch is designated as a
Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., 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 to the Federal National Mortgage
Association.
Form
10-D Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending (a) against such Person,
or (b)
against any of the Trust Fund, the Depositor, the Trustee, any co-trustee,
the
Master Servicer or any Subservicer, if such Person has actual knowledge
thereof.
Form
10-K Disclosure Item: With respect to any Person, (a) any Form
10-D Disclosure Item, and (b) any affiliations or relationships between
such
Person and any Item 1119 Party.
Funding
Period: The period from the Closing Date until the earliest of
(i) the date on which the amount on deposit in the Pre-Funding Account
is less
than $150,000, or (ii) an Event of Default occurs or (iii) April 30,
2007.
Funding
Period Distribution Date: Each Distribution Date during the
Funding Period and, if the Funding Period ends after the Distribution Date
in a
month, the immediately succeeding Distribution Date.
Gross
Margin: With respect to each Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Mortgage Index
on
each Adjustment Date in accordance with the terms of the related Mortgage
Note
used to determine the Mortgage Rate for such Mortgage Loan.
Index: With
respect to any Interest Accrual Period for the COFI Certificates, if any,
the
then-applicable index used by the Trustee pursuant to Section 4.07 to determine
the applicable Pass-Through Rate for such Interest Accrual Period for the
COFI
Certificates.
Indirect
Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Initial
Certification: As defined in Section 2.02(a).
Initial
Component Balance: As specified in the Preliminary
Statement.
19
Initial
Cut-off Date: With respect to any Initial Mortgage Loan, the
later of (i) the date of origination of such Mortgage Loan and (ii) March
1,
2007.
Initial
Cut-off Date Pool Principal
Balance: $702,355,875.00.
Initial
LIBOR Rate: 5.323%.
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, including all riders and endorsements thereto
in
effect, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest
Accrual Period: With respect to each Class of Delay Certificates,
its corresponding REMIC Regular Interest and any Distribution Date, the
calendar
month prior to the month of such Distribution Date. With respect to
any Class of Non-Delay Certificates, its corresponding REMIC Regular Interest
and any Distribution Date, the period commencing on the Distribution Date
in the
month preceding the month in which such Distribution Date occurs (other
than the
first Distribution Date, for which it is the Closing Date) and ending on
the day
preceding such Distribution Date.
Interest
Carry Forward Amount: With respect to each Class of Offered
Certificates and each Distribution Date, the excess of (i) the Current
Interest
for such Class with respect to prior Distribution Dates over (ii) the amount
actually distributed to such Class with respect to interest on such prior
Distribution Dates.
Interest
Determination Date: With respect to (a) any Interest Accrual
Period for any LIBOR Certificates and (b) any Interest Accrual Period for
the COFI Certificates for which the applicable Index is LIBOR, the second
Business Day prior to the first day of such Interest Accrual
Period. With respect to the MTA Certificates, the 15th day
prior to the
commencement of each Interest Accrual Period or, if such 15th day
is not a
Business Day, the next preceding Business Day.
Interest
Funds: With respect to any Distribution Date, an amount equal to
(a) the sum of the Interest Remittance Amount for that Distribution Date
and the
lesser of (i) the aggregate Deferred Interest that accrued on the Mortgage
Loans
for the related Due Period and (ii) the Principal Prepayment Amount for
such
Distribution Date, minus (b) the Trustee Fee for such Distribution
Date.
20
Interest
Remittance Amount: With respect to any Distribution Date, (x) the
sum, without duplication, of (i) all scheduled interest on the Mortgage
Loans
due on the related Due Date and received on or prior to the related
Determination Date, less the related Master Servicing Fees and any payments
made
in respect of premiums on Lender PMI Mortgage Loans, (ii) all interest
on
Principal Prepayments, other than Prepayment Interest Excess, (iii) all
Advances
relating to interest, (iv) all Compensating Interest and (v) all Liquidation
Proceeds received during the related Prepayment Period (to the extent such
Liquidation Proceeds relate to interest), less (y) all reimbursements to
the
Master Servicer since the immediately preceding Due Date for Advances of
interest previously made.
Investment
Letter: As defined in Section 5.02(b).
ISDA
Master Agreement: The 1992 ISDA Master Agreement (Multicurrency –
Cross Border), including the Schedule and Credit Support Annex thereto,
dated
March 30, 2007, between the Counterparty and the Swap Contract
Administrator.
Item
1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement, the Swap Counterparty and any other material transaction party,
as
identified in Exhibit X hereto, as updated pursuant to Section
11.04.
Latest
Possible Maturity Date: The Distribution Date following the third
anniversary of the scheduled maturity date of the Mortgage Loan having
the
latest scheduled maturity date as of the Cut-off Date.
Lender
PMI Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the Mortgagor) acquires the Primary Insurance Policy and charges
the related Mortgagor an interest premium.
LIBOR: The
London interbank offered rate for one-month United States dollar deposits
calculated in the manner described in Section 4.08.
LIBOR
Certificates: As specified in the Preliminary
Statement.
LIBOR
Margin: With respect to any Distribution Date and Class of Swap
Certificates, the per annum rate indicated in the following table:
|
Class
|
LIBOR
Margin (1)
|
LIBOR
Margin (2)
|
|
Class
A-1-A
|
0.180%
|
0.360%
|
|
Class
A-1-B
|
0.140%
|
0.280%
|
|
Class
A-2-A
|
0.210%
|
0.420%
|
|
Class
A-3
|
0.300%
|
0.600%
|
|
|
(1)
|
For
any Distribution Date occurring on or prior to the Optional Termination
Date.
|
|
|
(2)
|
For
any Distribution Date occurring after the Optional Termination
Date.
|
21
Limited
Exchange Act Reporting Obligations: The obligations of the Master
Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
to
notice and information to be provided to the Depositor and Article XI (except
Section 11.07(a)(1) and (2)).
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) that was liquidated in the calendar
month preceding the month of such Distribution Date and as to which the
Master
Servicer has determined (in accordance with this Agreement) that it has
received
all amounts it expects to receive in connection with the liquidation of
such
Mortgage Loan, including the final disposition of an REO Property.
Liquidation
Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage
Loans,
whether through trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Master Servicing Fees, Servicing Advances
and Advances.
Loan-to-Value
Ratio: With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of
which
is the principal balance of the related Mortgage Loan at that date of
determination and the denominator of which is the Appraised Value of the
related
Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Maintenance:
With respect to any Cooperative Unit, the rent paid by the Mortgagor to
the
Cooperative Corporation pursuant to the Proprietary Lease.
Majority
in Interest: As to any Class of Regular Certificates, the Holders
of Certificates of such Class evidencing, in the aggregate, at least 51%
of the
Percentage Interests evidenced by all Certificates of such Class.
Master
REMIC: As described in the Preliminary Statement.
Master
Servicer: Countrywide Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as master
servicer
hereunder.
Master
Servicer Advance Date: As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Master
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount payable out of each full payment of interest received on
such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of
the Due
Date in the month preceding the month of such Distribution Date, subject
to
reduction as provided in Section 3.14.
22
Master
Servicing Fee Rate: With respect to each Mortgage Loan, the rate
set forth in the Mortgage Loan Schedule for such Mortgage Loan.
Maximum
Mortgage Rate: With respect to each Mortgage Loan, the maximum
rate of interest set forth as such in the related Mortgage Note.
Maximum
Negative Amortization: With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the percentage of
the
original principal balance of Mortgage Note, that if exceeded due to Deferred
Interest, will result in a recalculation of the Scheduled Payment so that
the
then unpaid principal balance of the Mortgage Note will be fully amortized
over
the Mortgage Loan’s remaining term to maturity.
MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor to Mortgage Electronic
Registration Systems, Inc.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS® System.
MERS®
System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The
mortgage identification number for any MERS Mortgage Loan.
Minimum
Auction Amount: With respect to any auction of the Mortgage Loans
and any REO Properties pursuant to Section 9.04, the sum of (i) the Termination
Price that would be payable by the NIM Insurer if the Optional Termination
were
exercised in the following calendar month pursuant to Section 9.01 and
(ii) all
reasonable fees and expenses incurred by the Trustee in connection with
any
auction conducted pursuant to Section 9.04.
Minimum
Mortgage Rate: With respect to each Mortgage Loan, the minimum
rate of interest set forth as such in the related Mortgage Note, which,
with
respect to certain Mortgage Loans is equal to the related Gross
Margin.
MOM
Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.06.
Moody’s: Xxxxx’x
Investors Service, Inc., or any successor thereto. If Xxxxx’x is
designated as a Rating Agency in the Preliminary Statement, for purposes
of
Section 10.05(b) the address for notices to Moody’s shall be Xxxxx’x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Pass-Through Monitoring, or such other address as Moody’s may
hereafter furnish to the Depositor or the Master Servicer.
Mortgage: The
mortgage, deed of trust or other instrument creating a first lien on an
estate
in fee simple or leasehold interest in real property securing a Mortgage
Note.
23
Mortgage
File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Index: As to each Mortgage Loan, the index from time to time in
effect for adjustment of the Mortgage Rate as set forth as such on the
related
Mortgage Note.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the addition of Substitute Mortgage
Loans, the addition of any Supplemental Mortgage Loans pursuant to the
provisions of this Agreement and any Supplemental Transfer Agreement and
the
deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, attached to this Agreement as Schedule I, setting
forth the following information with respect to each Mortgage Loan:
(i) the
loan number;
(ii) [Reserved];
(iii) the
Mortgagor’s name and the street address of the Mortgaged Property, including the
zip code;
(iv) the
maturity date;
(v) the
original principal balance;
(vi) the
Cut-off Date Principal Balance;
(vii) the
first payment date of the Mortgage Loan;
(viii) the
Scheduled Payment in effect as of the Cut-off Date;
(ix) the
Loan-to-Value Ratio at origination;
(x) a
code indicating whether the residential dwelling at the time of origination
was
represented to be owner-occupied;
(xi) a
code indicating whether the residential dwelling is either (a) a
detached or attached single family dwelling, (b) a dwelling in a
de minimis PUD, (c) a condominium unit or PUD (other than a de minimis
PUD), (d) a two- to four-unit residential property or (e) a Cooperative
Unit;
(xii) the
Mortgage Rate in effect as of the Cut-off Date;
(xiii) the
initial Payment Adjustment Date for each Mortgage Loan;
(xiv) a
code indicating whether the Mortgage Loan is a Lender PMI Mortgage Loan
and, in
the case of any Lender PMI Mortgage Loan, a percentage representing the
amount
of the related interest premium charged to the borrower;
24
(xv) the
purpose for the Mortgage Loan;
(xvi) the
type of documentation program pursuant to which the Mortgage Loan was
originated;
(xvii) a
code indicating whether the Mortgage Loan is a Countrywide Mortgage Loan,
a Park
Granada Mortgage Loan, a Park Monaco Mortgage Loan or a Park Sienna Mortgage
Loan;
(xviii) the
direct servicer of such Mortgage Loan as of the Cut-off Date;
(xix) a
code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
and
(xx) with
respect to each Mortgage Loan, the Gross Margin, the Mortgage Index, the
Maximum
Mortgage Rate, the Minimum Mortgage Rate, the first Adjustment Date, the
Payment
Adjustment Date and the Maximum Negative Amortization for such Mortgage
Loan.
Such
schedule shall also set forth the total of the amounts described under
(v) and
(vi) above for all of the Mortgage Loans. Countrywide shall update
the Mortgage Loan Schedule in connection with each Supplemental Transfer
Agreement within a reasonable period of time after delivery to it of the
Schedule of Supplemental Mortgage Loans attached to the related Supplemental
Transfer Agreement as Schedule A thereto.
Mortgage
Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions of this
Agreement and that are held as a part of the Trust Fund (including any
REO
Property), the mortgage loans so held being identified in the Mortgage
Loan
Schedule, notwithstanding foreclosure or other acquisition of title of
the
related Mortgaged Property.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time, net of any interest premium charged by the mortgagee to obtain
or
maintain any Primary Insurance Policy.
Mortgaged
Property: The underlying property securing a Mortgage Loan,
which, with respect to a Cooperative Loan, is the related Coop Shares and
Proprietary Lease.
Mortgagor: The
obligor(s) on a Mortgage Note.
MTA: The
twelve-month average monthly yield on U.S. Treasury Securities adjusted
to a
constant maturity of one-year, as published by the Federal Reserve Board
in the
Federal Reserve Statistical Release “Selected Interest Rates
(H.15)”.
MTA
Certificates: As specified in the Preliminary
Statement.
25
National
Cost of Funds Index: The National Monthly Median Cost of Funds
Ratio to SAIF-Insured Institutions published by the Office of Thrift
Supervision.
Net
Deferred Interest: With respect to each Distribution Date, an
amount equal to the excess, if any, of the Deferred Interest that accrued
on the
Mortgage Loans from the preceding Due Date to the Due Date related to that
Distribution Date over the Principal Prepayment Amount for that Distribution
Date.
Net
Prepayment Interest Shortfalls: As to any Distribution Date, the excess of
the aggregate Prepayment Interest Shortfalls for such Distribution Date
over the
Compensating Interest for such Distribution Date.
Net
Rate Cap: For each Distribution Date and (x) each Class of MTA
Certificates, the Weighted Average Adjusted Net Mortgage Rate as of the
Due Date
in the prior calendar month (after giving effect to Principal Prepayments
in the
Prepayment Period related to that prior Due Date) and (y) each Class of
LIBOR
Certificates, the product of (1) the Weighted Average Adjusted Net Mortgage
Rate
as of the Due Date in the prior calendar month (after giving effect to
Principal
Prepayments in the Prepayment Period related to that prior Due Date) and
(2) a
fraction, the numerator of which is 30, and the denominator of which is
the
actual number of days that elapsed in the related Interest Accrual
Period.
Net
Rate Carryover: For any Class of Offered Certificates and any
Distribution Date, the sum of (A) the excess, if any, of (i) the amount
of
interest that such Class would otherwise have accrued for such Distribution
Date
had the applicable Pass-Through Rate for such Class not been determined
based on
the related Net Rate Cap, over (ii) the amount of interest accrued on such
Class
at the related Net Rate Cap for such Distribution Date and (B) the Net
Rate
Carryover for such Class for all previous Distribution Dates not previously
paid
pursuant to Section 4.02, together with interest thereon at the then applicable
Pass-Through Rate for such Class, without giving effect to the related
Net Rate
Cap.
Net
Swap Payment: With respect to each Swap Contract, any
Distribution Date and payment by the Swap Contract Administrator to the
Swap
Counterparty, the excess, if any, of the “Floating Amount II” (as defined in the
related Swap Contract) with respect to such Distribution Date over the
“Floating
Amount I” (as defined in the related Swap Contract) with respect to such
Distribution Date. With respect to each Swap Contract, any
Distribution Date and payment by the Swap Counterparty to the Swap Contract
Administrator, the excess, if any, of the “Floating Amount I” with respect to
such Distribution Date over the “Floating Amount II” with respect to such
Distribution Date.
NIM
Insurer: Any insurer guarantying at the request of Countrywide certain
payments under notes backed or secured by the Class C-P
Certificates.
Non-Delay
Certificates: As specified in the Preliminary
Statement.
Nonrecoverable
Advance: Any portion of an Advance previously made or proposed to
be made by the Master Servicer that, in the good faith judgment of the
Master
Servicer, will not be ultimately recoverable by the Master Servicer from
the
related Mortgagor, related Liquidation Proceeds or otherwise.
26
Notice
of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the
Certificates shall be made only upon presentation and surrender
thereof.
Notional
Amount: Not applicable.
Notional
Amount Certificates: As specified in the Preliminary
Statement.
OC
Floor: An amount equal to 0.50% of the Cut-off Date Pool
Principal Balance.
Offered
Certificates: As specified in the Preliminary
Statement.
Officer’s
Certificate: A certificate (i) in the case of the Depositor,
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President, a Managing Director, a Vice President (however denominated),
an
Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Depositor, (ii) in the case
of the
Master Servicer, signed by the President, an Executive Vice President,
a Vice
President, an Assistant Vice President, the Treasurer, or one of the Assistant
Treasurers or Assistant Secretaries of Countrywide GP, Inc., its general
partner, (iii) if provided for in this Agreement, signed by a Servicing
Officer,
as the case may be, and delivered to the Depositor and the Trustee, as
the case
may be, as required by this Agreement or (iv) in the case of any other
Person,
signed by an authorized officer of such Person.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for
the Depositor, any Seller or the Master Servicer, including in house counsel,
reasonably acceptable to the Trustee; provided, however, that with respect
to
the interpretation or application of the REMIC Provisions, such counsel
must (i)
in fact be independent of the Depositor, any Seller and the Master Servicer,
(ii) not have any direct financial interest in the Depositor, any Seller
or the
Master Servicer or in any affiliate thereof, and (iii) not be connected
with the
Depositor, any Seller or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
Optional
Termination: The termination of the Trust Fund provided hereunder
pursuant to clause (a) of the first sentence of Section 9.01.
Optional
Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less than or
equal
to 10% of the Cut-off Date Pool Principal Balance.
Original
Mortgage Loan: The mortgage loan refinanced in connection with
the origination of a Refinancing Mortgage Loan.
OTS: The
Office of Thrift Supervision.
Outside
Reference Date: As to any Interest Accrual Period for the COFI
Certificates, the close of business on the tenth day thereof.
27
Outstanding: With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(ii) Certificates
in exchange for which or in lieu of which other Certificates have been
executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated
Principal Balance greater than zero, which was not the subject of a Principal
Prepayment in Full prior to the end of the related Prepayment Period and
which
did not become a Liquidated Mortgage Loan prior to the end of the related
Prepayment Period.
Overcollateralization
Deficiency Amount: With respect to any Distribution
Date, the amount, if any, by which the Overcollateralization Target Amount
exceeds the Overcollateralized Amount on such Distribution Date (after
giving
effect to distributions in respect of the Principal Remittance Amount on
such
Distribution Date).
Overcollateralization
Reduction Amount: With respect to any Distribution Date, an amount equal to
the lesser of (i) the Excess Overcollateralization Amount for such Distribution
Date and (ii) the Principal Remittance Amount for such Distribution
Date.
Overcollateralization
Target Amount: With respect to any Distribution Date (a) initial
prior to the Stepdown Date, an amount equal to 1.450% of the Cut-off Date
Pool
Principal Balance and (b) on or after the Stepdown Date, the greater of
(i) (x)
for any Distribution Date prior to the Distribution Date in April 2013,
an
amount equal to 3.625 % of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Due Date in the month of that Distribution Date
(after
giving effect to Principal Prepayments received in the related Prepayment
Period) and (y) for any Distribution Date on or after the Distribution
Date in
April 2013, an amount equal to 2.900% of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Due Date in the month of that Distribution
Date
(after giving effect to Principal Prepayments received in the related Prepayment
Period) and (ii) the OC Floor; provided, however, that if a Trigger Event
is in
effect on any Distribution Date, the Overcollateralization Target Amount
will be
the Overcollateralization Target Amount as in effect for the prior Distribution
Date.
Overcollateralized
Amount: For any Distribution Date, the amount, if any, by which
(x) the aggregate Stated Principal Balance of the Mortgage Loans as of
the Due
Date in the month of that Distribution Date (after giving effect to Principal
Prepayments, the principal portion of any Liquidation Proceeds and any
Subsequent Recoveries received in the related Prepayment Period) and any
amount
on deposit in the Pre-Funding Account on that Distribution Date exceeds
(y) the
sum of (i) the aggregate Class Certificate Balance of the Offered Certificates
as of such Distribution Date and (ii) the aggregate Swap Principal Amount,
if
any, as of such Distribution Date (in each case, after giving effect to
distributions of the Principal Remittance Amount to be made on such Distribution
Date and, in the case of the Distribution Date immediately following the
end of
the Funding Period, any amounts to be released from the Pre-Funding
Account).
28
Ownership
Interest: As to any Residual Certificate, any ownership interest
in such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal
or
beneficial.
Park
Granada: Park Granada LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Granada Mortgage Loans to the Depositor.
Park
Granada Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Granada is the applicable
Seller.
Park
Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns, in its capacity as the seller of the Park Monaco
Mortgage Loans to the Depositor.
Park
Monaco Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Monaco is the applicable
Seller.
Park
Sienna: Park Sienna LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Sienna
Mortgage Loans to the Depositor.
Park
Sienna Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Sienna is the applicable
Seller.
Pass-Through
Margin: With respect to the Interest Accrual Period for any
Distribution Date and Class of Offered Certificates, the per annum rate
indicated in the following table:
|
Class
|
Pass-Through
Margin (1)
|
Pass-Through
Margin (2)
|
|
Class
A-1-A
|
0.750%
|
0.750%
|
|
Class
A-1-B
|
0.710%
|
0.710%
|
|
Class
A-2-A
|
0.790%
|
0.790%
|
|
Class
A-2-B
|
0.780%
|
0.780%
|
|
Class
A-3
|
0.890%
|
0.890%
|
|
Class
M-1
|
0.450%
|
0.675%
|
|
Class
M-2
|
0.500%
|
0.750%
|
|
Class
M-3
|
0.850%
|
1.275%
|
|
Class
M-4
|
1.170%
|
1.755%
|
|
Class
M-5
|
1.350%
|
2.025%
|
|
Class
M-6
|
1.500%
|
2.250%
|
|
Class
M-7
|
1.000%
|
1.500%
|
|
Class
M-8
|
1.000%
|
1.500%
|
|
Class
M-9
|
1.000%
|
1.500%
|
|
|
(1)
|
For
the Interest Accrual Period related to any Distribution Date
occurring on
or prior to the Optional Termination
Date.
|
|
|
(2)
|
For
the Interest Accrual Period related to any Distribution Date
occurring
after the Optional Termination
Date.
|
29
Pass-Through
Rate: With respect to each Class of MTA Certificates and the
Interest Accrual Period related to any Distribution Date, a per annum rate
equal
to the lesser of (a) the sum of (i) MTA for such Interest Accrual Period
and
(ii) the Pass-Through Margin for such Class and Interest Accrual Period
and (b)
the Net Rate Cap for such Class for such Distribution Date;
With
respect to each Class of LIBOR Certificates and the Interest Accrual Period
related to any Distribution Date, a per annum rate equal to the lesser
of (a)
the sum of (i) LIBOR for such Interest Accrual Period and (ii) the Pass-Through
Margin for such Class and Interest Accrual Period and (b) the Net Rate
Cap for
such Class for such Distribution Date; and
With
respect to any Interest Accrual Period and the Class A-R Certificates,
the
Weighted Average Adjusted Net Mortgage Rate for the related Distribution
Date.
Payment
Adjustment Date: For each Mortgage Loan, the date specified in
the related Mortgage Note as the annual date on which the related Scheduled
Payment will be adjusted.
Percentage
Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to
the
percentage obtained by dividing the Denomination of such Certificate by
the
aggregate of the Denominations of all Certificates of the same
Class. With respect to the Class C-P and Class A-R Certificates, the
portion of the Class evidenced thereby, expressed as a percentage, as stated
on
the face of such Certificate.
Performance
Certification: As defined in Section 11.05.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations
of the United States or any agency thereof, provided such obligations are
backed
by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of
each
Rating Agency, or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower rating
as will
not result in the downgrading or withdrawal of the ratings then assigned
to the
Certificates by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of
the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the commercial
paper
and/or long term unsecured debt obligations of such depository institution
or
trust company (or in the case of the principal depository institution in
a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Xxxxx’x is not a Rating Agency)
are then rated one of the two highest long-term and the highest short-term
ratings of each Rating Agency for such securities, or such lower ratings
as will
not result in the downgrading or withdrawal of the rating then assigned
to the
Certificates by either Rating Agency;
30
(v) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(vi) units
of a taxable money-market portfolio having the highest rating assigned
by each
Rating Agency (except if Fitch is a Rating Agency and has not rated the
portfolio, the highest rating assigned by Moody’s) and restricted to obligations
issued or guaranteed by the United States of America or entities whose
obligations are backed by the full faith and credit of the United States
of
America and repurchase agreements collateralized by such obligations;
and
(vii) such
other relatively risk free investments bearing interest or sold at a discount
acceptable to each Rating Agency as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by either Rating
Agency, as evidenced by a signed writing delivered by each Rating Agency,
and
reasonably acceptable to the NIM Insurer, as evidenced by a signed writing
delivered by the NIM Insurer;
provided,
that no such instrument shall be a Permitted Investment if such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument.
Permitted
Transferee: Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality
of any
of the foregoing, (ii) a foreign government, International Organization
or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the
tax
imposed by Section 511 of the Code on unrelated business taxable income)
on any
excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect
to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) an “electing large
partnership” as defined in Section 775 of the Code, (vi) a Person that is not a
citizen or resident of the United States, a corporation, partnership, or
other
entity created or organized in or under the laws of the United States,
any state
thereof or the District of Columbia, or an estate or trust whose income
from
sources without the United States is includible in gross income for United
States federal income tax purposes regardless of its connection with the
conduct
of a trade or business within the United States or a trust if a court within
the
United States is able to exercise primary supervision over the administration
of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust unless such Person has furnished
the
transferor and the Trustee with a duly completed Internal Revenue Service
Form
W-8ECI or any applicable successor form, and (vii) any other Person so
designated by the Depositor based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Residual Certificate to such Person may cause
any
REMIC created under this Agreement to fail to qualify as a REMIC at any
time
that the Certificates are outstanding. The terms “United States,”
“State” and “International Organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State
or
political subdivision thereof for these purposes if all of its activities
are
subject to tax and, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.
31
Person: Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization
or
government, or any agency or political subdivision thereof.
Physical
Certificate: As specified in the Preliminary
Statement.
Pool
Characteristics: With respect to the Mortgage Loans as of the
Cut-off Date, the related characteristics set forth in the fifth bullet
point
under “The Mortgage Pool—Conveyance of Supplemental Mortgage Loans” set forth on
pages S-40 and S-41 of the Prospectus Supplement.
Pool
Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Outstanding Mortgage Loans.
Pre-Funded
Amount: The amount deposited in the Pre-Funding Account on the
Closing Date, which shall equal $80,731,301.13.
Pre-Funding
Account: The separate Eligible Account created and maintained by
the Trustee pursuant to Section 3.05 in the name of the Trustee for the
benefit
of the Certificateholders and designated “The Bank of New York, in trust for
registered holders of Alternative Loan Trust 2007-OA7, Mortgage Pass-Through
Certificates, Series 2007-OA7, Offered Certificates.” Funds in the
Pre-Funding Account shall be held in trust for the Certificateholders for
the
uses and purposes set forth in this Agreement and shall not be a part of
any
REMIC created hereunder; provided, however, that any investment income
earned
from Permitted Investments made with funds in the Pre-Funding Account shall
be
for the account of the Depositor.
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of
such
Mortgage Loan within the related Prepayment Charge Period in accordance
with the
terms thereof.
Prepayment
Charge Amount: As to any Distribution Date, the sum of the
Prepayment Charges collected on the Mortgage Loans during the related Prepayment
Period and any amounts paid pursuant to Section 3.20 with respect to such
Distribution Date.
Prepayment
Charge Period: With respect to any Mortgage Loan, the period of
time during which a Prepayment Charge may be imposed.
32
Prepayment
Charge Schedule: As of the Cut-off Date with respect to each
Mortgage Loan, a list attached hereto as Schedule VII (including the prepayment
charge summary attached thereto), setting forth the following information
with
respect to each Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code indicating the type of Prepayment Charge;
(iii) the
state of origination of the related Mortgage Loan;
(iv) the
date on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term of the related Prepayment Charge; and
(vi) the
principal balance of the related Mortgage Loan as of the Cut-off
Date.
As
of the
Closing Date, the Prepayment Charge Schedule shall contain the necessary
information for each Mortgage Loan. The Prepayment Charge Schedule
shall be amended from time to time by the Master Servicer in accordance
with the
provisions of this Agreement and a copy of each related amendment shall
be
furnished by the Master Servicer to the Class C-P Certificateholders and
the NIM
Insurer.
Prepayment
Interest Excess: As to any Principal Prepayment received by the
Master Servicer from the first day through the fifteenth day of any calendar
month (other than the calendar month in which the Initial Cut-off Date
occurs),
all amounts paid by the related Mortgagor in respect of interest on such
Principal Prepayment. All Prepayment Interest Excess shall be paid to
the Master Servicer as additional master servicing compensation.
Prepayment
Interest Shortfall: As to any Distribution Date, Mortgage Loan
and Principal Prepayment received on or after the sixteenth day of the
month
preceding the month of such Distribution Date (or, in the case of the first
Distribution Date, on or after March 1, 2007) and on or before the last
day of
the month preceding the month of such Distribution Date, the amount, if
any, by
which one month’s interest at the related Mortgage Rate, net of the related
Master Servicing Fee Rate, on such Principal Prepayment exceeds the amount
of
interest paid in connection with such Principal Prepayment.
Prepayment
Period: As to any Distribution Date and the related Due Date, the
period from the 16th day
of the
calendar month immediately preceding the month of such Distribution Date
(or, in
the case of the first Distribution Date, from March 1, 2007) through the
15th day
of the
calendar month in which the Distribution Date occurs.
Primary
Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.
Prime
Rate: The prime commercial lending rate of The Bank of New York,
as publicly announced to be in effect from time to time. The Prime
Rate shall be adjusted automatically, without notice, on the effective
date of
any change in such prime commercial lending rate. The Prime Rate is
not necessarily The Bank of New York’s lowest rate of interest.
33
Principal
Distribution Amount: With respect to each Distribution Date, an
amount equal to (1) the sum of: (a) the Principal Remittance Amount for
such
Distribution Date, less an amount equal to the lesser of (i) the aggregate
Deferred Interest that accrued on the Mortgage Loans for the related Due
Period
and (ii) the Principal Prepayment Amount for the related Prepayment Period
and
(b) the Extra Principal Distribution Amount for such Distribution Date,
minus
(2) the amount of any Overcollateralization Reduction Amount for such
Distribution Date.
Principal
Prepayment: Any payment of principal by a Mortgagor on a Mortgage
Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date
or
dates in any month or months subsequent to the month of
prepayment. Partial Principal Prepayments shall be applied by the
Master Servicer in accordance with the terms of the related Mortgage
Note.
Principal
Prepayment Amount: As to any Distribution Date, an amount equal
to the sum of all voluntary Principal Prepayments received during the related
Prepayment Period and the amount of any Subsequent Recoveries received
in the
prior calendar month.
Principal
Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Principal
Remittance Amount: As to any Distribution Date, (x) the sum,
without duplication, of (a) the principal portion of each Scheduled Payment
(without giving effect to any reductions thereof caused by any Deficient
Valuations) due on each Mortgage Loan (other than a Liquidated Mortgage
Loan) on
the related Due Date, (b) the principal portion of the Purchase Price of
each
Mortgage Loan that was repurchased by the applicable Seller or purchased
by the
Master Servicer pursuant to this Agreement as of such Distribution Date,
(c) the
Substitution Adjustment Amount in connection with any Deleted Mortgage
Loan
received with respect to such Distribution Date, (d) any Insurance Proceeds
or
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans
that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each
Mortgage
Loan that became a Liquidated Mortgage Loan during the related Prepayment
Period, the amount of the Liquidation Proceeds allocable to principal received
during such Prepayment Period with respect to such Mortgage Loan, (f) all
Principal Prepayments on the Mortgage Loans received during the related
Prepayment Period, (g) any Subsequent Recoveries on the Mortgage Loans
received
during the related Prepayment Period and (h) with respect to the last Funding
Period Distribution Date, the related Remaining Pre-Funded Amount minus
(y) all
Advances on the Mortgage Loans relating to principal and certain expenses
reimbursable pursuant to Section 6.03 and reimbursed since the immediately
preceding Due Date.
Principal
Reserve Fund: Not applicable.
Priority
Amount: Not applicable.
Priority
Percentage: Not applicable.
34
Private
Certificate: As specified in the Preliminary
Statement.
Proprietary
Lease: With respect to any Cooperative Unit, a lease or occupancy agreement
between a Cooperative Corporation and a holder of related Coop
Shares.
Prospectus: The
prospectus dated November 14, 2006 generally relating to mortgage pass-through
certificates to be sold by the Depositor.
Prospectus
Supplement: The prospectus supplement dated March 29, 2007
relating to the Offered Certificates.
PUD: Planned
Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be purchased
by the applicable Seller pursuant to Section 2.02 or 2.03 or purchased at
the option of the Master Servicer pursuant to Section 3.11, an amount equal
to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan
on the date of such purchase, (ii) accrued interest thereon at the
applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if
(x) the purchaser is the Master Servicer or (y) if the purchaser is
Countrywide and Countrywide is an affiliate of the Master Servicer) from
the
date through which interest was last paid by the Mortgagor to the Due Date
in
the month in which the Purchase Price is to be distributed to Certificateholders
and (iii) costs and damages incurred by the Trust Fund in connection with
a
repurchase pursuant to Section 2.03 that arises out of a violation of any
predatory or abusive lending law with respect to the related Mortgage
Loan.
Qualified
Bidder: With respect to any auction pursuant to Section 9.04, any
institution that is a regular purchaser and/or seller in the secondary
market of
residential mortgage loans as determined by the Trustee (or any advisor
on its
behalf), in its sole discretion, and any holder of an interest in the Class
C-P
Certificates; provided, however, that neither Countrywide nor any of its
affiliates shall constitute a Qualified Bidder.
Qualified
Insurer: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business and
each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states
to
transact a mortgage guaranty insurance business in such states and to write
the
insurance provided by the insurance policy issued by it, approved as a
FNMA-approved mortgage insurer and having a claims paying ability rating
of at
least “AA” or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan
must have at least as high a claims paying ability rating as the insurer
it
replaces had on the Closing Date.
Rating
Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in
existence, “Rating Agency” shall be such nationally recognized statistical
rating organization, or other comparable Person, identified as a “Rating Agency”
under the Underwriter’s Exemption, as is designated by the Depositor, notice of
which designation shall be given to the Trustee. References in this
Agreement to a given rating category of a Rating Agency shall mean such
rating
category without giving effect to any modifiers.
35
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal
Balance of the Liquidated Mortgage Loan as of the date of such liquidation,
plus
(ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the Due Date in the month in which Liquidation
Proceeds
are required to be distributed on the Stated Principal Balance of such
Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation
Proceeds, if any, received during the month in which such liquidation occurred,
to the extent applied as recoveries of interest at the Adjusted Net Mortgage
Rate and to principal of the Liquidated Mortgage Loan. With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation,
if
the principal amount due under the related Mortgage Note has been reduced,
the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance
of the
Mortgage Loan as reduced by the Deficient Valuation.
To
the
extent the Master Servicer receives Subsequent Recoveries with respect
to any
Mortgage Loan, the amount of Realized Losses with respect to that Mortgage
Loan
will be reduced by the amount of such Subsequent Recoveries.
Recognition
Agreement: With respect to any Cooperative Loan, an agreement
between the Cooperative Corporation and the originator of such Mortgage
Loan
which establishes the rights of such originator in the Cooperative
Property.
Record
Date: With respect to any Distribution Date and the Delay
Certificates, the last Business Day of the month preceding the month of
a
Distribution Date. With respect to any Distribution Date and the
Non-Delay Certificates, the Business Day immediately preceding such Distribution
Date, or if such Certificates are no longer Book-Entry Certificates, the
last
Business Day of the month preceding the month of such Distribution
Date. For purposes of this definition, for so long as the related
Swap Contract has not terminated, each Class of Swap Certificates shall
be
treated as a Non-Delay Certificate.
Reference
Bank: As defined in Section 4.08(b).
Refinancing
Mortgage Loan: Any Mortgage Loan originated in connection with
the refinancing of an existing mortgage loan.
Regular
Certificates: As specified in the Preliminary
Statement.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided
by the
Commission in the adopting release (Asset-Backed Securities, Securities
Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff
of the Commission, or as may be provided by the Commission or its staff
from
time to time.
Remaining
Pre-Funded Amount: With respect to the last Funding Period
Distribution Date, any portion of the Pre-Funded Amount remaining in the
Pre-Funding Account.
36
REMIC: A
“real estate mortgage investment conduit” within the meaning of
Section 860D of the Code.
REMIC
Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after
the
Closing Date.
REMIC
Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations promulgated thereunder, as the foregoing may
be in
effect from time to time as well as provisions of applicable state
laws.
REO
Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable
Event: Any event required to be reported on Form 8-K, and in any
event, the following:
(a) entry
into a definitive agreement related to the Trust Fund, the Certificates
or the
Mortgage Loans, or an amendment to a Transaction Document, even if the
Depositor
is not a party to such agreement (e.g., a servicing agreement with a servicer
contemplated by Item 1108(a)(3) of Regulation AB);
(b) termination
of a Transaction Document (other than by expiration of the agreement on
its
stated termination date or as a result of all parties completing their
obligations under such agreement), even if the Depositor is not a party
to such
agreement (e.g., a servicing agreement with a servicer contemplated by
Item
1108(a)(3) of Regulation AB);
(c) with
respect to the Master Servicer only, if the Master Servicer becomes aware
of any
bankruptcy or receivership with respect to Countrywide, the Depositor,
the
Master Servicer, any Subservicer, the Trustee, any enhancement or support
provider contemplated by Items 1114(b) or 1115 of Regulation AB, or any
other
material party contemplated by Item 1101(d)(1) of Regulation AB;
(d) with
respect to the Trustee, the Master Servicer and the Depositor only, the
occurrence of an early amortization, performance trigger or other event,
including an Event of Default under this Agreement;
(e) the
resignation, removal, replacement, substitution of the Master Servicer,
any
Subservicer or the Trustee;
(f) with
respect to the Master Servicer only, if the Master Servicer becomes aware
that
(i) any material enhancement or support specified in Item 1114(a)(1) through
(3)
of Regulation AB or Item 1115 of Regulation AB that was previously applicable
regarding one or more Classes of the Certificates has terminated other
than by
expiration of the contract on its stated termination date or as a result
of all
parties completing their obligations under such agreement; (ii) any material
enhancement specified in Item 1114(a)(1) through (3) of Regulation AB or
Item
1115 of Regulation AB has been added with respect to one or more Classes
of the
Certificates; or (iii) any existing material enhancement or support specified
in
Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation
AB with
respect to one or more Classes of the Certificates has been materially
amended
or modified; and
37
(g) with
respect to the Trustee, the Master Servicer and the Depositor only, a required
distribution to Holders of the Certificates is not made as of the required
Distribution Date under this Agreement.
Reporting
Subcontractor: With respect to the Master Servicer or the
Trustee, any Subcontractor determined by such Person pursuant to Section
11.08(b) to be “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB. References to a Reporting Subcontractor
shall refer only to the Subcontractor of such Person and shall not refer
to
Subcontractors generally.
Request
for Release: The Request for Release submitted by the Master
Servicer to the Trustee, substantially in the form of Exhibits M and N
to this
Agreement, as appropriate.
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under
this
Agreement.
Residual
Certificates: As specified in the Preliminary
Statement.
Responsible
Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
any Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and
also to whom, with respect to a particular matter, such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
Rolling
Sixty-Day Delinquency Rate: With respect to any Distribution Date
on or after the Stepdown Date, the average of the Sixty-Day Delinquency
Rates
for such Distribution Date and the two immediately preceding Distribution
Dates.
S&P: Standard
& Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. If
S&P is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to S&P shall be
Standard & Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor and the Master Servicer.
Xxxxxxxx-Xxxxx
Certification: As defined in Section 11.05.
Scheduled
Balances: Not applicable.
Scheduled
Principal Classes: As specified in the Preliminary
Statement.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan
which,
unless otherwise specified in this Agreement, shall give effect to any
related
Debt Service Reduction and any Deficient Valuation that affects the amount
of
the monthly payment due on such Mortgage Loan.
38
Securities
Act: The Securities Act of 1933, as amended.
Seller: Countrywide,
Park Granada, Park Monaco or Park Sienna, as applicable.
Senior
Certificates: As specified in the Preliminary
Statement.
Senior
Enhancement Percentage: With respect to a Distribution Date on or
after the Stepdown Date, the fraction (expressed as a percentage) (1) the
numerator of which is the excess of (a) the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Due Date occurring in the month preceding
the
month of that Distribution Date (after giving effect to Principal Prepayments
in
the Prepayment Period related to that prior Due Date) over (b) (i) before
the
Class Certificate Balances of the Senior Certificates and the Swap Principal
Amounts, if any, have been reduced to zero, the sum of (x) the aggregate
Class
Certificate Balance of the Senior Certificates and (y) the aggregate Swap
Principal Amount, if any, in each case, immediately prior to such Distribution
Date, or (ii) after such time, the Class Certificate Balance of the most
senior
Class of Subordinated Certificates outstanding immediately prior to such
Distribution Date, and (2) the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the Due Date occurring in
the
month preceding the month of that Distribution Date (after giving effect
to
Principal Prepayments in the Prepayment Period related to that prior Due
Date).
Senior
Principal Distribution Target Amount: As to any Distribution
Date, the excess of (1) the sum of (i) the aggregate Class Certificate
Balance
of the Senior Certificates and (ii) the aggregate Swap Principal Amount,
if any,
in each case, immediately prior to such Distribution Date, over (2) the
lesser
of (A) the product of (i) (x) 71.875% on any Distribution Date on or after
the
Stepdown Date and prior to the Distribution Date in April 2013 or (y) 77.500%
on
any Distribution Date on or after the Stepdown Date and on or after the
Distribution Date in April 2013 and (ii) of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Due Date in the month of that
Distribution Date (after giving effect to Principal Prepayments received
in the
related Prepayment Period) and (B) the aggregate Stated Principal Balance
of the
Mortgage Loans as of the Due Date in the month of that Distribution Date
(after
giving effect to Principal Prepayments received in the related Prepayment
Period) minus the OC Floor.
Servicing
Advances: All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in the performance by the Master Servicer
of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to the Master Servicer pursuant to Section 3.11 and
any enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Section 3.09.
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d) of
Regulation AB.
Servicing
Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans
whose
name and facsimile signature appear on a list of servicing officers furnished
to
the Trustee by the Master Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended.
39
Shift
Percentage: Not applicable.
Sixty-Day
Delinquency Rate: With respect to any Distribution Date on or
after the Stepdown Date, a fraction, expressed as a percentage, the numerator
of
which is the aggregate Stated Principal Balance of all Mortgage Loans 60
or more
days delinquent as of the close of business on the last day of the calendar
month preceding such Distribution Date (including Mortgage Loans in foreclosure,
bankruptcy and REO Properties) and the denominator of which is the aggregate
Stated Principal Balance for such Distribution Date of the Mortgage Loans
as of
the related Due Date (after giving effect to Principal Prepayments, the
principal portion of any Liquidation Proceeds and any Subsequent Recoveries
received in the related Prepayment Period).
Startup
Day: The Closing Date.
Stated
Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver
or
grace period), plus any Deferred Interest added to the principal balance
of that
Mortgage Loan pursuant to the terms of the related Mortgage Note on or
prior to
that Due Date, minus the sum of: (i) any previous partial Principal Prepayments
and the payment of principal due on such Due Date, irrespective of any
delinquency in payment by the related Mortgagor, (ii) Liquidation Proceeds
allocable to principal (other than with respect to any Liquidated Mortgage
Loan)
received in the prior calendar month; (iii) Principal Prepayments received
through the last day of the related Prepayment Period, in each case, with
respect to that Mortgage Loan and (iv) any Realized Loss previously incurred
in
connection with a Deficient Valuation. The Stated Principal Balance
of any Mortgage Loan that becomes a Liquidated Mortgage Loan will be zero
on
each date following the Due Period in which such Mortgage Loan becomes
a
Liquidated Mortgage Loan.
Stepdown
Date: The earlier to occur of: (1) the Distribution Date
immediately following the Distribution Date on which the aggregate Class
Certificate Balance of the Senior Certificates and the aggregate Swap Principal
Amount, if any, are reduced to zero, and (2) the later of (a) the Distribution
Date in April 2010 and (b) the first Distribution Date on which the sum
of (i)
the aggregate Class Certificate Balance of the Senior Certificates and
(ii) the
aggregate Swap Principal Amount, if any, (in each case, after calculating
anticipated distributions on such Distribution Date) is less than or equal
to
the product of (x) the aggregate Stated Principal Balance of the Mortgage
Loans
as of the Due Date in the month of that Distribution Date (after giving
effect
to Principal Prepayments in the related Prepayment Period) and (y) either
(i)
prior to the Distribution Date in April 2013, 71.875% or (ii) on or after
the
Distribution Date in April 2013, 77.500%.
Stepdown
Target Subordination Percentage: With respect to any Class of
Subordinated Certificates, the respective percentage indicated in the following
table:
40
|
Stepdown
Target
Subordination
Percentage
(1)
|
Stepdown
Target
Subordination
Percentage
(2)
|
|
|
Class
M-1
|
21.500%
|
17.200%
|
|
Class
M-2
|
16.000%
|
12.800%
|
|
Class
M-3
|
14.375%
|
11.500%
|
|
Class
M-4
|
11.000%
|
8.800%
|
|
Class
M-5
|
9.375%
|
7.500%
|
|
Class
M-6
|
8.125%
|
6.500%
|
|
Class
M-7
|
6.125%
|
4.900%
|
|
Class
M-8
|
5.000%
|
4.000%
|
|
Class
M-9
|
3.625%
|
2.900%
|
_________
|
(1)
|
For
any Distribution Date occurring on or after the Distribution
Date
occurring in April 2010 and prior to the Distribution Date occurring
in
April 2013.
|
(2) For
any Distribution Date occurring on or after the Distribution Date occurring
in
April 2013.
Streamlined
Documentation Mortgage Loan: Any Mortgage Loan originated
pursuant to Countrywide’s Streamlined Loan Documentation Program then in
effect. For the purposes of this Agreement, a Mortgagor is eligible
for a mortgage pursuant to Countrywide’s Streamlined Loan Documentation Program
if that Mortgagor is refinancing an existing mortgage loan that was originated
or acquired by Countrywide where, among other things, the mortgage loan
has not
been more than 30 days delinquent in payment during the previous twelve
month
period.
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or
more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
the Mortgage Loans under the direction or authority of the Master Servicer
or a
Subservicer or the Trustee, as the case may be.
Subordinated
Certificates: As specified in the Preliminary
Statement.
Subordinated
Class Principal Distribution Target Amount: With respect to any
Distribution Date and any Class of Subordinated Certificates, the excess
of
(1) the sum of (a) the sum of (i) the aggregate Class Certificate
Balance of the Senior Certificates and (ii) the aggregate Swap Principal
Amount,
if any, (in each case, after taking into account the distribution of the
Senior
Principal Distribution Target Amount for such Distribution Date), (b) the
aggregate Class Certificate Balance of any Class(es) of Subordinated
Certificates that are senior to the subject Class (in each case, after
taking
into account distribution of the Subordinated Class Principal Distribution
Target Amount(s) for such more senior Class(es) of Certificates for such
Distribution Date), and (c) the Class Certificate Balance of the subject
Class of Subordinated Certificates immediately prior to such Distribution
Date
over (2) the lesser of (a) the product of (x) 100% minus the
Stepdown Target Subordination Percentage for the subject Class of Certificates
and (y) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date and (b) the aggregate Stated Principal Balance of
the Mortgage Loans for such Distribution Date minus the OC Floor; provided,
however, that if such Class of Subordinated Certificates is the only Class
of
Subordinated Certificates outstanding on such Distribution Date, that Class
will
be entitled to receive the entire remaining Principal Distribution Amount
until
its Class Certificate Balance is reduced to zero.
41
Subsequent
Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar
month, unexpected amounts received by the Master Servicer (net of any related
expenses permitted to be reimbursed pursuant to Section 3.08) specifically
related to such Liquidated Mortgage Loan after the classification of such
Mortgage Loan as a Liquidated Mortgage Loan.
Subservicer: Any
person to whom the Master Servicer has contracted for the servicing of
all or a
portion of the Mortgage Loans pursuant to Section 3.02.
Subsidiary
REMIC: As defined in the Preliminary Statement.
Substitute
Mortgage Loan: A Mortgage Loan substituted by the applicable
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in a Request for Release, substantially in the form of
Exhibit M, (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution,
not
in excess of, and not more than 10% less than the Stated Principal Balance
of
the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower
than and not more than 1% per annum higher than that of the Deleted Mortgage
Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted
Mortgage Loan; (iv) have a remaining term to maturity no greater than (and
not more than one year less than that of) the Deleted Mortgage Loan; (v)
have a
Maximum Mortgage Rate no lower than and not more than 1% per annum higher
than
the Maximum Mortgage Rate of the Deleted Mortgage Loan; (vi) have a Minimum
Mortgage Rate no lower than and not more than 1% per annum higher than
the
Minimum Mortgage Rate of the Deleted Mortgage Loan; (vii) have the same
Mortgage
Index, reset period, payment cap and recast provisions as the Deleted Mortgage
Loan and a Gross Margin not more than 1% per annum higher or lower than
that of
the Deleted Mortgage Loan; (viii) not be a Cooperative Loan unless the
Deleted Mortgage Loan was a Cooperative Loan; and (ix) comply with each
representation and warranty set forth in Section 2.03.
Substitution
Adjustment Amount: The meaning ascribed to such term pursuant to
Section 2.03.
Supplemental
Cut-off Date: With respect to any Supplemental Mortgage Loan, the
later of (i) the date of origination of such Mortgage Loan and (ii) the
first
day of the month in which the related Supplemental Transfer Date
occurs.
Supplemental
Mortgage Loan: Any Mortgage Loan other than an Initial Mortgage
Loan conveyed to the Trust Fund pursuant to Section 2.01 of this Agreement
and
to a Supplemental Transfer Agreement, which Mortgage Loan shall be listed
on the
revised Mortgage Loan Schedule delivered pursuant to this Agreement and
on
Schedule A to such Supplemental Transfer Agreement. When used with
respect to a single Supplemental Transfer Date, Supplemental Mortgage Loan
shall
mean a Supplemental Mortgage Loan conveyed to the Trust Fund on that
Supplemental Transfer Date.
42
Supplemental
Transfer Agreement: A Supplemental Transfer Agreement
substantially in the form of Exhibit P hereto, executed and delivered by
the
related Seller or Sellers, the Master Servicer, the Depositor and the Trustee
as
provided in Section 2.01 hereof.
Supplemental
Transfer Date: For any Supplemental Transfer Agreement, the date
the related Supplemental Mortgage Loans are transferred to the Trust Fund
pursuant to the related Supplemental Transfer Agreement.
Swap
Accounts: Collectively, the Class A-1-A Swap Account, the Class
A-1-B Swap Account, the Class A-2-A Swap Account and the Class A-3 Swap
Account.
Swap
Contract: The Class A-1-A Swap Contract, the Class A-1-B Swap
Contract, the Class A-2-A Swap Contract or the Class A-3 Swap Contract,
as
applicable.
Swap
Contracts: Collectively, the Class A-1-A Swap Contract, the Class
A-1-B Swap Contract, the Class A-2-A Swap Contract and the Class A-3 Swap
Contract.
Swap
Contract Administration Agreement: The swap contract
administration agreement dated as of the Closing Date among Countrywide,
the
Trustee and the Swap Contract Administrator, a form of which is attached
hereto
as Exhibit S-2.
Swap
Contract Administrator: The Bank of New York, in its capacity as
swap contract administrator under the Swap Contract Administration Agreement,
and its successors and assigns.
Swap
Contract Assignment Agreement: The assignment agreement dated as
of the Closing Date among Countrywide, the Swap Contract Administrator
and the
Swap Counterparty, a form of which is attached hereto as Exhibit
S-1.
Swap
Contract Termination Date: With respect to each Swap Contract,
the earlier of (i) the date on which the Class Certificate Balance of the
related Class of Swap Certificates has been reduced to zero and (ii) the
Distribution Date in May 2047.
Swap
Counterparty: Deutsche Bank AG, New York Branch and its
successors.
Swap
Counterparty Trigger Event: Either (i) an “Event of Default”
under the ISDA Master Agreement with respect to which the Swap Counterparty
is
the sole “Defaulting Party” (as defined in the ISDA Master Agreement) or (ii) a
“Termination Event” (other than an Illegality or a Tax Event (as such terms are
defined in the ISDA Master Agreement)) or “Additional Termination Event” under
the ISDA Master Agreement with respect to which the Swap Counterparty is
the
sole “Affected Party” (as defined in the ISDA Master Agreement).
Swap
Fee: With respect to any Distribution Date and each Swap Contract
for so long as that Swap Contract has not terminated, an amount equal to
the
excess of (i) the product of (a) the related Swap Rate for such Swap Contract,
(b) the Class Certificate Balance of the related Class of Swap Certificates
immediately prior to such Distribution Date and (c) the number of days
in the
related Interest Accrual Period divided by 360 (calculated on the basis
of a 360
day year consisting of twelve 30-day months), over (ii) any Net Deferred
Interest that would otherwise be allocated to the related Class of Swap
Certificates in accordance with Section 4.03 on such Distribution Date
in the
absence of such Swap Contract (such amount of Net Deferred Interest instead
being allocated to increase the related Swap Principal Amount).
43
Swap
Principal Amount: The Class A-1-A Swap Principal Amount, the
Class A-1-B Swap Principal Amount, the Class A-2-A Swap Principal Amount
or the
Class A-3 Swap Principal Amount, as applicable.
Swap
Rate: With respect to any Distribution Date and each Swap
Contract for so long as that Swap Contract has not terminated, the Pass-Through
Rate of the related Class of Swap Certificates for the Interest Accrual
Period
related to such Distribution Date.
Swap
Shortfall Amount: With respect to any Distribution Date and each
Swap Contract for so long as that Swap Contract has not terminated, the
amount
of Net Rate Carryover for the related Class of Swap Certificates for such
Distribution Date.
Swap
Termination Payment: The payment payable to either party under a
Swap Contract due to an early termination of such Swap Contract.
Swap
Trust: The trust fund established by Section 4.10.
Swap
Trustee: The Bank of New York, a New York banking corporation,
not in its individual capacity, but solely in its capacity as trustee for
the
benefit of the Holders of the Swap Certificates under this Agreement, and
any
successor thereto, and any corporation or national banking association
resulting
from or surviving any consolidation or merger to which it or its successors
may
be a party and any successor trustee as may from time to time be serving
as
successor trustee hereunder.
Successful
Auction: An auction held pursuant to Section 9.04 at which at
least three Qualified Bidders submitted bids and at least one of those
bids was
an Acceptable Bid Amount.
Tax
Matters Person: The person designated as “tax matters person” in
the manner provided under Treasury regulation § 1.860F-4(d) and Treasury
regulation § 301.6231(a)(7)-1. Initially, the Tax Matters Person
shall be the Trustee.
Tax
Matters Person Certificate: The Class A-R Certificate with a
Denomination of $0.01.
Termination
Price: As defined in Section 9.01.
Terminator: As
defined in Section 9.01.
Transaction
Documents: This Agreement, the Swap Contracts, the Swap Contract
Administration Agreement and any other document or agreement entered into
in
connection with the Trust Fund, the Certificates or the Mortgage
Loans.
Transfer: Any
direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
44
Trigger
Event: With respect to a Distribution Date on or after the
Stepdown Date, either a Delinquency Trigger Event or a Cumulative Loss
Trigger
Event is in effect with respect to that Distribution Date.
Trust
Fund: The corpus of the trust created under this Agreement
consisting of (i) the Mortgage Loans and all interest and principal
received on or with respect thereto after the Cut-off Date to the extent
not
applied in computing the Cut-off Date Principal Balance of the Mortgage
Loans;
(ii) the Certificate Account, the Distribution Account, the Pre-Funding
Account, the Capitalized Interest Account and the Carryover Reserve Fund
and all
amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and
(iv) all proceeds of the conversion, voluntary or involuntary, of any of
the foregoing.
Trustee: The
Bank of New York and its successors and, if a successor trustee is appointed
under this Agreement, such successor.
Trustee
Advance Rate: With respect to any Advance made by the Trustee pursuant to
Section 4.01(b), a per annum rate of interest determined as of the date
of such
Advance equal to the Prime Rate in effect on such date plus 5.00%.
Trustee
Fee: As to any Distribution Date, an amount equal to one-twelfth of the
Trustee Fee Rate multiplied by the sum of (i) the Pool Stated Principal
Balance
and (ii) any amounts remaining in the Pre-Funding Account (excluding investment
earnings thereon) with respect to such Distribution Date.
Trustee
Fee Rate: With respect to each Mortgage Loan, 0.009% per
annum.
Underwriter:
As specified in the Preliminary Statement.
Underwriter’s
Exemption: Prohibited Transaction Exemption 2007-5, 72 Fed. Reg.
13130 (2007), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
Unpaid
Realized Loss Amount: For any Class of Offered Certificates or a
Swap Principal Amount, as applicable, (x) the portion of the aggregate
Applied
Realized Loss Amount previously allocated to that Class or that Swap Principal
Amount, as applicable, remaining unpaid from prior Distribution Dates minus
(y)
any increase in the Class Certificate Balance of that Class or that Swap
Principal Amount, as applicable, due to the receipt of Subsequent Recoveries
allocated to the Class Certificate Balance of that Class or that Swap Principal
Amount, as applicable, pursuant to Section 4.02(h).
Voting
Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to each Class
of Notional Amount Certificates, if any (such Voting Rights to be allocated
among the holders of Certificates of each such Class in accordance with
their
respective Percentage Interests), (b) 1% of all Voting Rights shall be
allocated
to each of the Class A-R and Class C-P Certificates, and (c) the remaining
Voting Rights shall be allocated among Holders of the remaining Classes
of
Certificates in proportion to the Certificate Balances of their respective
Certificates on such date.
45
Weighted
Average Adjusted Net Mortgage Rate: As to any Distribution Date,
the weighted average of the Adjusted Net Mortgage Rates on the Mortgage
Loans,
weighted on the basis of the Stated Principal Balance of each such Mortgage
Loan
as of the Due Date occurring in the calendar month preceding the month
of that
Distribution Date (after giving effect to Principal Prepayments received
in the
Prepayment Period related to that prior Due Date).
Winning
Bidder: With respect to a Successful Auction, the Qualified
Bidder that bids the highest price.
|
SECTION
1.02.
|
Certain
Interpretive Principles.
|
All
terms
defined in this Agreement shall have the defined meanings when used in
any
certificate, agreement or other document delivered pursuant hereto unless
otherwise defined therein. For purposes of this Agreement and all
such certificates and other documents, unless the context otherwise requires:
(a) accounting terms not otherwise defined in this Agreement, and accounting
terms partly defined in this Agreement to the extent not defined, shall
have the
respective meanings given to them under generally accepted accounting
principles; (b) the words “hereof,” “herein” and “hereunder” and words of
similar import refer to this Agreement (or the certificate, agreement or
other
document in which they are used) as a whole and not to any particular provision
of this Agreement (or such certificate, agreement or document); (c) references
to any Section, Schedule or Exhibit are references to Sections, Schedules
and
Exhibits in or to this Agreement, and references to any paragraph, subsection,
clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term “including” means “including without limitation”; (e)
references to any law or regulation refer to that law or regulation as
amended
from time to time and include any successor law or regulation; (f) references
to
any agreement refer to that agreement as amended from time to time; (g)
references to any Person include that Person’s permitted successors and assigns;
and (h) a Mortgage Loan is “30 days delinquent” if any Scheduled Payment has not
been received by the close of business on the day immediately preceding
the Due
Date on which the next Scheduled Payment is due. Similarly for “60
days delinquent,” “90 days delinquent” and so on.
46
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
(a) Each
Seller, concurrently with the execution and delivery of this Agreement,
hereby
sells, transfers, assigns, sets over and otherwise conveys to the Depositor,
without recourse, all its respective right, title and interest in and to
the
related Initial Mortgage Loans, including all interest and principal received
or
receivable by such Seller, on or with respect to the applicable Initial
Mortgage
Loans after the Initial Cut-off Date and all interest and principal payments
on
the related Initial Mortgage Loans received prior to the Initial Cut-off
Date in
respect of installments of interest and principal due thereafter, but not
including payments of principal and interest due and payable on such Initial
Mortgage Loans, on or before the Initial Cut-off Date. On or prior to
the Closing Date, Countrywide shall deliver to the Depositor or, at the
Depositor’s direction, to the Trustee or other designee of the Depositor, the
Mortgage File for each Mortgage Loan listed in the Mortgage Loan Schedule
(except that, in the case of the Delay Delivery Mortgage Loans (which may
include Countrywide Mortgage Loans, Park Granada Mortgage Loans, Park Monaco
Mortgage Loans or Park Sienna Mortgage Loans), such delivery may take place
within thirty (30) days following the Closing Date or twenty (20) days
following
the applicable Supplemental Transfer Date, as applicable). Such
delivery of the Mortgage Files shall be made against payment by the Depositor
of
the purchase price, previously agreed to by the Sellers and Depositor,
for the
Mortgage Loans. With respect to any Initial Mortgage Loan that does
not have a first payment date on or before the Due Date in the month of
the
first Distribution Date or any Supplemental Mortgage Loan that does not
have a
first payment date on or before the Due Date in the month after the related
Supplemental Transfer Date, Countrywide shall deposit into the Distribution
Account on or before the Distribution Account Deposit Date relating to
the first
applicable Distribution Date, an amount equal to one month’s interest at the
related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of
such
Mortgage Loan.
(b) Immediately
upon the conveyance of the Initial Mortgage Loans referred to in
clause (a), the Depositor sells, transfers, assigns, sets over and
otherwise conveys to the Trustee for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor in
and to
the Trust Fund together with the Depositor’s right to require each Seller to
cure any breach of a representation or warranty made in this Agreement
by such
Seller or to repurchase or substitute for any affected Mortgage Loan in
accordance herewith.
(c) In
connection with the transfer and assignment set forth in clause (b) above,
the
Depositor has delivered or caused to be delivered to the Trustee (or, in
the
case of the Delay Delivery Mortgage Loans that are Initial Mortgage Loans,
will
deliver or cause to be delivered to the Trustee within thirty (30) days
following the Closing Date and in the case of the Delay Delivery Mortgage
Loans
that are Supplemental Mortgage Loans, will deliver or cause to be delivered
to
the Trustee within twenty (20) days following the applicable Supplemental
Transfer Date) for the benefit of the Certificateholders the following
documents
or instruments with respect to each Mortgage Loan so assigned:
47
(i) (A) the
original Mortgage Note endorsed by manual or facsimile signature in blank
in the
following form: “Pay to the order of ____________ without recourse,” with all
intervening endorsements showing a complete chain of endorsement from the
originator to the Person endorsing the Mortgage Note (each such endorsement
being sufficient to transfer all right, title and interest of the party
so
endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
or
(B) with
respect to any Lost
Mortgage Note, a lost note affidavit from Countrywide stating that the
original
Mortgage Note was lost or destroyed, together with a copy of such Mortgage
Note;
(ii) except
as provided below and for each Mortgage Loan that is not a MERS Mortgage
Loan,
the original recorded Mortgage or a copy of such Mortgage, with recording
information, (or, in the case of a Mortgage for which the related Mortgaged
Property is located in the Commonwealth of Puerto Rico, a true copy of
the
Mortgage certified as such by the applicable notary) and in the case of
each
MERS Mortgage Loan, the original Mortgage or a copy of such mortgage, with
recording information, noting the presence of the MIN of the Mortgage Loans
and
either language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage
Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
the original Mortgage and the assignment thereof to MERS, with evidence
of
recording indicated thereon, or a copy of the Mortgage certified by the
public
recording office in which such Mortgage has been recorded;
(iii) in
the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly
executed
assignment of the Mortgage or a copy of such assignment, with recording
information, (which may be included in a blanket assignment or assignments),
together with, except as provided below, all interim recorded assignments
of
such mortgage or a copy of such assignment, with recording information,
(each
such assignment, when duly and validly completed, to be in recordable form
and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which the assignment relates); provided that, if
the
related Mortgage has not been returned from the applicable public recording
office, such assignment of the Mortgage may exclude the information to
be
provided by the recording office; provided, further, that such assignment
of
Mortgage need not be delivered in the case of a Mortgage for which the
related
Mortgaged Property is located in the Commonwealth of Puerto Rico;
(iv) the
original or copies of each assumption, modification, written assurance
or
substitution agreement, if any;
(v) except
as provided below, the original or a copy of lender’s title policy or a printout
of the electronic equivalent and all riders thereto; and
(vi) in
the case of a Cooperative Loan, the originals of the following documents
or
instruments:
48
(A) The
Coop Shares, together with a stock power in blank;
(B) The
executed Security Agreement;
(C) The
executed Proprietary Lease;
(D) The
executed Recognition Agreement;
(E) The
executed UCC-1 financing statement with evidence of recording thereon which
have
been filed in all places required to perfect the applicable Seller’s interest in
the Coop Shares and the Proprietary Lease; and
(F) The
executed UCC-3 financing statements or other appropriate UCC financing
statements required by state law, evidencing a complete and unbroken line
from
the mortgagee to the Trustee with evidence of recording thereon (or in
a form
suitable for recordation).
In
addition, in connection with the assignment of any MERS Mortgage Loan,
each
Seller agrees that it will cause, at the Trustee’s expense, the MERS® System to
indicate that the Mortgage Loans sold by such Seller to the Depositor have
been
assigned by that Seller to the Trustee in accordance with this Agreement
(and
any Supplemental Transfer Agreement, as applicable) for the benefit of
the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer
files
the information required by the MERS® System to identify the series of the
Certificates issued in connection with such Mortgage Loans. Each
Seller further agrees that it will not, and will not permit the Master
Servicer
to, and the Master Servicer agrees that it will not, alter the information
referenced in this paragraph with respect to any Mortgage Loan sold by
such
Seller to the Depositor during the term of this Agreement unless and until
such
Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
In
the
event that in connection with any Mortgage Loan that is not a MERS Mortgage
Loan
the Depositor cannot deliver (a) the original recorded Mortgage or a copy
of
such Mortgage, with recording information, (b) all interim recorded assignments
or a copy of such assignments, with recording information, or (c) the lender’s
title policy or a copy of the lender’s title policy (together with all riders
thereto) satisfying the requirements of clause (ii), (iii) or (v) above,
respectively, concurrently with the execution and delivery of this Agreement
because such document or documents have not been returned from the applicable
public recording office in the case of clause (ii) or (iii) above, or because
the title policy has not been delivered to either the Master Servicer or
the
Depositor by the applicable title insurer in the case of clause (v) above,
the
Depositor shall promptly deliver to the Trustee, in the case of clause
(ii) or
(iii) above, such original Mortgage or a copy of such Mortgage, with recording
information, or such interim assignment or a copy of such assignments,
with
recording information, as the case may be, with evidence of recording indicated
thereon upon receipt thereof from the public recording office, or a copy
thereof, certified, if appropriate, by the relevant recording office, but
in no
event shall any such delivery of the original Mortgage and each such interim
assignment or a copy thereof, certified, if appropriate, by the relevant
recording office, be made later than one year following the Closing Date,
or, in
the case of clause (v) above, no later than 120 days following the Closing
Date;
provided, however, in the event the Depositor is unable to deliver
by such date each Mortgage and each such interim assignment by reason of
the
fact that any such documents have not been returned by the appropriate
recording
office, or, in the case of each such interim assignment, because the related
Mortgage has not been returned by the appropriate recording office, the
Depositor shall deliver such documents to the Trustee as promptly as possible
upon receipt thereof and, in any event, within 720 days following the Closing
Date. The Depositor shall forward or cause to be forwarded to the
Trustee (a) from time to time additional original documents evidencing
an
assumption or modification of a Mortgage Loan and (b) any other documents
required to be delivered by the Depositor or the Master Servicer to the
Trustee. In the event that the original Mortgage is not delivered and
in connection with the payment in full of the related Mortgage Loan and
the
public recording office requires the presentation of a “lost instruments
affidavit and indemnity” or any equivalent document, because only a copy of the
Mortgage can be delivered with the instrument of satisfaction or reconveyance,
the Master Servicer shall execute and deliver or cause to be executed and
delivered such a document to the public recording office. In the case
where a public recording office retains the original recorded Mortgage
or in the
case where a Mortgage is lost after recordation in a public recording office,
Countrywide shall deliver to the Trustee a copy of such Mortgage certified
by
such public recording office to be a true and complete copy of the original
recorded Mortgage.
49
As
promptly as practicable subsequent to such transfer and assignment, and
in any
event, within one hundred twenty (120) days thereafter, the Trustee shall
(A) as
the assignee thereof, affix the following language to each assignment of
Mortgage: “CWALT, Inc., Series 2007-OA7, The Bank of New York, as
trustee”, (B) cause such assignment to be in proper form for recording in the
appropriate public office for real property records and (C) cause to be
delivered for recording in the appropriate public office for real property
records the assignments of the Mortgages to the Trustee, except that (i)
with
respect to any assignments of Mortgage as to which the Trustee has not
received
the information required to prepare such assignment in recordable form,
the
Trustee’s obligation to do so and to deliver the same for such recording shall
be as soon as practicable after receipt of such information and in any
event
within thirty (30) days after receipt thereof and (ii) the Trustee need
not
cause to be recorded any assignment which relates to a Mortgage Loan the
Mortgaged Property and Mortgage File relating to which are located in any
jurisdiction (including Puerto Rico) under the laws of which the recordation
of
such assignment is not necessary to protect the Trustee’s and the
Certificateholders’ interest in the related Mortgage Loan as evidenced by an
opinion of counsel delivered by Countrywide to the Trustee within 90 days
of the
Closing Date (which opinion may be in the form of a “survey” opinion and is not
required to be delivered by counsel admitted to practice law in the jurisdiction
as to which such legal opinion applies).
In
the
case of Mortgage Loans that have been prepaid in full as of the Closing
Date,
the Depositor, in lieu of delivering the above documents to the Trustee,
will
deposit in the Certificate Account the portion of such payment that is
required
to be deposited in the Certificate Account pursuant to
Section 3.05.
Notwithstanding
anything to the contrary in this Agreement, within thirty (30) days after
the
Closing Date with respect to the Initial Mortgage Loans, Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna) shall
either
(i) deliver to the Depositor, or at the Depositor’s direction, to the
Trustee or other designee of the Depositor the Mortgage File as required
pursuant to this Section 2.01 for each Delay Delivery Mortgage Loan or
(ii) either (A) substitute a Substitute Mortgage Loan for the Delay
Delivery Mortgage Loan or (B) repurchase the Delay Delivery Mortgage Loan,
which substitution or repurchase shall be accomplished in the manner and
subject
to the conditions set forth in Section 2.03 (treating each Delay Delivery
Mortgage Loan as a Deleted Mortgage Loan for purposes of such
Section 2.03); provided, however, that if Countrywide fails to deliver a
Mortgage File for any Delay Delivery Mortgage Loan within the thirty (30)
day
period provided in the prior sentence, Countrywide (on its own behalf and
on
behalf of Park Granada, Park Monaco and Park Sienna) shall use its best
reasonable efforts to effect a substitution, rather than a repurchase of,
such
Deleted Mortgage Loan and provided further that the cure period provided
for in
Section 2.02 or in Section 2.03 shall not apply to the initial
delivery of the Mortgage File for such Delay Delivery Mortgage Loan, but
rather
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) shall have five (5) Business Days to cure such failure to
deliver.
At the end of such thirty (30) day period the Trustee shall send a Delay
Delivery Certification for the Delay Delivery Mortgage Loans delivered
during
such thirty (30) day period in accordance with the provisions of
Section 2.02.
50
(d) Subject
to the execution and delivery of the related Supplemental Transfer Agreement
as
provided in Section 2.01(e) of this Agreement and the terms and conditions
of
this Agreement, each Seller sells, transfers, assigns, sets over and otherwise
conveys to the Depositor, without recourse, on each Supplemental Transfer
Date,
with respect to each Supplemental Mortgage Loan sold by such Seller to
the
Depositor, all the right, title and interest of that Seller in and to the
Supplemental Mortgage Loans sold by it identified in such Supplemental
Transfer
Agreement, including all interest and principal received and receivable
by such
Seller on or with respect to the related Supplemental Mortgage Loans on
and
after the related Supplemental Cut-off Date (to the extent not applied
in
computing the Cut-off Date Principal Balance thereof) or deposited into
the
Certificate Account by the related Seller, other than principal and interest
due
on such Supplemental Mortgage Loans prior to the related Supplemental Cut-off
Date.
Immediately
upon the conveyance of the Supplemental Mortgage Loans referred to in the
preceding paragraph, the Depositor sells, transfers, assigns, sets over
and
otherwise conveys to the Trustee for benefit of the Certificateholders,
without
recourse, all right title and interest in all of the Supplemental Mortgage
Loans.
Each
Seller has entered into this Agreement in consideration for the purchase
of the
Mortgage Loans sold by such Seller to the Depositor and has agreed to take
the
actions specified herein. The Depositor, concurrently with the
execution and delivery of this Agreement, hereby sells, transfers, assigns
and
otherwise conveys to the Trustee for the use and benefit of the
Certificateholders, without recourse, all right title and interest in the
portion of the Trust Fund not otherwise conveyed to the Trust Fund pursuant
to
Sections 2.01(a) or (b).
(e) Upon
five (5) Business Days written notice to the Trustee, the Depositor, the
Master
Servicer (if the Master Servicer is not a Seller) and the Rating Agencies,
on
any other Business Day during the Funding Period designated by Countrywide,
Park
Granada, Park Monaco and Park Sienna, if applicable, the Depositor and
the
Trustee shall complete, execute and deliver a Supplemental Transfer Agreement
so
long as no Rating Agency has provided notice that the execution and delivery
of
such Supplemental Transfer Agreement will result in a reduction or withdrawal
of
the any ratings assigned to the Certificates. After the execution and
delivery of such Supplemental Transfer Agreement, on the Supplemental Transfer
Date, the Trustee shall set aside in the Pre-Funding Account an amount
equal to
the Aggregate Supplemental Purchase Amount.
51
The
transfer of Supplemental Mortgage Loans and the other property and rights
relating to them on a Supplemental Transfer Date is subject to the satisfaction
of each of the following conditions:
(i) each
Supplemental Mortgage Loan conveyed on such Supplemental Transfer Date
satisfies
the representations and warranties applicable to it under this Agreement;
provided, however, that with respect to a breach of a representation and
warranty with respect to a Supplemental Mortgage Loan, the obligation under
Section 2.03(c) of this Agreement of Countrywide, Park Granada, Park Monaco
and
Park Sienna, if applicable, to cure, repurchase or replace such Supplemental
Mortgage Loan shall constitute the sole remedy against such Seller respecting
such breach available to Certificateholders, the Depositor or the
Trustee;
(ii) the
Trustee, the Underwriter and the Rating Agencies are provided with an Opinion
of
Counsel or Opinions of Counsel with respect to the tax treatment of the
Trust
Fund, to be delivered as provided pursuant to Section 2.01(f);
(iii) the
Rating Agencies and the Underwriter are provided with an Opinion of Counsel
or
Opinions of Counsel with respect to the validity of the conveyance of the
Supplemental Mortgage Loans conveyed on such Supplemental Transfer Date,
to be
delivered as provided pursuant to Section 2.01(f);
(iv) the
execution and delivery of such Supplemental Transfer Agreement or conveyance
of
the related Supplemental Mortgage Loans does not result in a reduction
or
withdrawal of any ratings assigned to the Certificates by the Rating
Agencies;
(v) the
Supplemental Mortgage Loans conveyed on such Supplemental Transfer Date
were
selected in a manner reasonably believed not to be adverse to the interests
of
the Certificateholders;
(vi) no
Supplemental Mortgage Loan conveyed on such Supplemental Transfer date
was 30 or
more days delinquent;
(vii) following
the conveyance of the Supplemental Mortgage Loans on such Supplemental
Transfer
Date to the Trust Fund, the characteristics of the Mortgage Loans will
comply
with the Pool Characteristics (including the permitted variances listed
therein); provided, that for the purpose of making these calculations,
the
characteristics for any Initial Mortgage Loan made will be taken as of
the
Initial Cut-off Date and the characteristics for any Supplemental Mortgage
Loan
will be taken as of the related Supplemental Cut-off Date;
52
(ix) none
of the Sellers or the Depositor shall be insolvent or shall be rendered
insolvent as a result of such transfer; and
(x) the
Depositor shall have delivered to the Trustee an Officer’s Certificate
confirming the satisfaction of each of these conditions precedent.
The
Trustee shall not be required to investigate or otherwise verify compliance
with
these conditions, except for its own receipt of documents specified above,
and
shall be entitled to rely on the required Officer’s Certificate.
(f) Within
seven Business Days after each Supplemental Transfer Date, upon (1) delivery
to
the Trustee by the Depositor or Countrywide of the Opinions of Counsel
referred
to in Sections 2.01(e)(ii) and (iii), (2) delivery to the Trustee by Countrywide
of a revised Mortgage Loan Schedule reflecting the Supplemental Mortgage
Loans
conveyed on such Supplemental Transfer Date and (3) delivery to the Trustee
by
the Depositor of an Officer’s Certificate confirming the satisfaction of each of
the conditions precedent set forth in this Section 2.01(f), the Trustee
shall
pay to each Seller the Aggregate Supplemental Transfer Amount used to purchase
Supplemental Mortgage Loans from such Seller from those funds that were
set
aside in the Pre-Funding Account pursuant to Section 2.01(e). The
positive difference, if any, between the Aggregate Supplemental Transfer
Amount
and the Aggregate Supplemental Purchase Amount shall be reinvested by the
Trustee in the Pre-Funding Account.
(g) The
Trustee shall not be required to investigate or otherwise verify compliance
with
the conditions set forth in the preceding paragraph, except for its own
receipt
of documents specified above, and shall be entitled to rely on the required
Officer’s Certificate.
Within
thirty days after the final Supplemental Transfer Date, the Depositor shall
deliver to the Trustee a letter of a nationally recognized firm of independent
public accountants stating whether or not the Supplemental Mortgage Loans
conveyed on such Supplemental Transfer Date conform to the characteristics
in
Section 2.01(e)(vi), (vii) and (viii).
(h) Neither
the Depositor nor the Trust will acquire or hold any Mortgage Loan that
would
violate the representations made by Countrywide set forth in clauses (50)
or
(51) of Schedule III-A hereto.
|
SECTION
2.02.
|
Acceptance
by Trustee of the Mortgage Loans.
|
(a) The
Trustee acknowledges receipt of the documents identified in the Initial
Certification in the form annexed hereto as Exhibit F-1 and declares that
it holds and will hold such documents and the other documents delivered
to it
constituting the Mortgage Files, and that it holds or will hold such other
assets as are included in the Trust Fund, in trust for the exclusive use
and
benefit of all present and future Certificateholders. The Trustee
acknowledges that it will maintain possession of the Mortgage Notes in
the State
of California, unless otherwise permitted by the Rating Agencies.
The
Trustee agrees to execute and deliver on the Closing Date to the Depositor,
the
Master Servicer and Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) an Initial Certification in the form
annexed to this Agreement as Exhibit F-1. Based on its review and
examination, and only as to the documents identified in such Initial
Certification, the Trustee acknowledges that such documents appear regular
on
their face and relate to such Initial Mortgage Loans. The Trustee
shall be under no duty or obligation to inspect, review or examine said
documents, instruments, certificates or other papers to determine that
the same
are genuine, enforceable or appropriate for the represented purpose or
that they
have actually been recorded in the real estate records or that they are
other
than what they purport to be on their face.
53
On
or
about the thirtieth (30th) day
after the
Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer
and Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco
and Park Sienna) a Delay Delivery Certification with respect to the Initial
Mortgage Loans in the form annexed hereto as Exhibit G-1, with any
applicable exceptions noted thereon.
Not
later
than 90 days after the Closing Date, the Trustee shall deliver to the Depositor,
the Master Servicer and Countrywide (on its own behalf and on behalf of
Park
Granada, Park Monaco and Park Sienna) a Final Certification with respect
to the
Initial Mortgage Loans in the form annexed hereto as Exhibit H-1, with any
applicable exceptions noted thereon.
If,
in
the course of such review, the Trustee finds any document constituting
a part of
a Mortgage File that does not meet the requirements of Section 2.01, the
Trustee shall list such as an exception in the Final Certification;
provided, however that the Trustee shall not make any
determination as to whether (i) any endorsement is sufficient to transfer
all right, title and interest of the party so endorsing, as noteholder
or
assignee thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable form or is sufficient to effect the assignment of and transfer
to the
assignee thereof under the mortgage to which the assignment
relates. Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
defect
within 90 days from the date it was so notified of such defect and, if
Countrywide does not correct or cure such defect within such period, Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna)
shall either (a) substitute for the related Mortgage Loan a Substitute
Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or (b) purchase
such Mortgage Loan from the Trustee within 90 days from the date Countrywide
(on
its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
was
notified of such defect in writing at the Purchase Price of such Mortgage
Loan;
provided, however, that in no event shall such substitution or
purchase occur more than 540 days from the Closing Date, except that if
the
substitution or purchase of a Mortgage Loan pursuant to this provision
is
required by reason of a delay in delivery of any documents by the appropriate
recording office, and there is a dispute between either the Master Servicer
or
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) and the Trustee over the location or status of the recorded
document, then such substitution or purchase shall occur within 720 days
from
the Closing Date. The Trustee shall deliver written notice to each
Rating Agency within 270 days from the Closing Date indicating each Mortgage
Loan (a) that has not been returned by the appropriate recording office or
(b) as to which there is a dispute as to location or status of such
Mortgage Loan. Such notice shall be delivered every 90 days
thereafter until the related Mortgage Loan is returned to the
Trustee. Any such substitution pursuant to (a) above or purchase
pursuant to (b) above shall not be effected prior to the delivery to the
Trustee of the Opinion of Counsel required by Section 2.05, if any, and any
substitution pursuant to (a) above shall not be effected prior to the additional
delivery to the Trustee of a Request for Release substantially in the form
of
Exhibit N. No substitution is permitted to be made in any
calendar month after the Determination Date for such month. The
Purchase Price for any such Mortgage Loan shall be deposited by Countrywide
(on
its own behalf and on behalf of Park Granada, Park Monaco and Park Sienna)
in
the Certificate Account on or prior to the Distribution Account Deposit
Date for
the Distribution Date in the month following the month of repurchase and,
upon
receipt of such deposit and certification with respect thereto in the form
of
Exhibit N hereto, the Trustee shall release the related Mortgage File to
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) request such
instruments of transfer or assignment prepared by Countrywide, in each
case
without recourse, as shall be necessary to vest in Countrywide (on its
own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or
its
designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
If pursuant to the foregoing provisions Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) repurchases an Initial
Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either
(i)
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) or its designee and
shall
cause such Mortgage to be removed from registration on the MERS® System in
accordance with MERS’ rules and regulations or (ii) cause MERS to designate on
the MERS® System Countrywide (on its own behalf and on behalf of Park Granada,
Park Monaco and Park Sienna) or its designee as the beneficial holder of
such
Mortgage Loan.
54
(b) Upon
delivery of the Supplemental Mortgage Loans pursuant to a Supplemental
Transfer
Agreement, the Trustee shall acknowledge receipt of the documents identified
in
any Supplemental Certification in the form annexed hereto as Exhibit F-2
and
declare that it will hold such documents and the other documents delivered
to it
constituting the Mortgage Files, and that it will hold such other assets
as are
included in the Trust Fund, in trust for the exclusive use and benefit
of all
present and future Certificateholders. The Trustee acknowledges that
it will maintain possession of the Mortgage Notes in the State of California,
unless otherwise permitted by the Rating Agencies.
The
Trustee agrees to execute and deliver on the Supplemental Transfer Date
to the
Depositor, the Master Servicer and Countrywide (on its own behalf and on
behalf
of Park Granada, Park Monaco and Park Sienna) a Supplemental Certification
in
the form annexed hereto as Exhibit F-2. Based on its review and
examination, and only as to the documents identified in such Supplemental
Certification, the Trustee shall acknowledge that such documents appear
regular
on their face and relate to such Supplemental Mortgage Loan. The
Trustee shall be under no duty or obligation to inspect, review or examine
said
documents, instruments, certificates or other papers to determine that
the same
are genuine, enforceable or appropriate for the represented purpose or
that they
have actually been recorded in the real estate records or that they are
other
than what they purport to be on their face.
On
or
about the twentieth (20th) day after the Supplemental Transfer Date, the
Trustee
shall deliver to the Depositor, the Master Servicer and Countrywide (on
its own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna) a Delay
Delivery Certification with respect to the Supplemental Mortgage Loans
in the
form annexed hereto as Exhibit G-2, with any applicable exceptions noted
thereon.
55
Not
later
than 90 days after the final Supplemental Transfer Date, the Trustee shall
deliver to the Depositor, the Master Servicer and Countrywide (on its own
behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) a Final
Certification with respect to the Supplemental Mortgage Loans in the form
annexed hereto as Exhibit H-2, with any applicable exceptions noted
thereon.
(c) If,
in the course of such review of the Mortgage Files relating to the Supplemental
Mortgage Loans, the Trustee finds any document constituting a part of a
Mortgage
File which does not meet the requirements of Section 2.01, the Trustee
shall
list such as an exception in the Final Certification; provided, however
that the
Trustee shall not make any determination as to whether (i) any endorsement
is
sufficient to transfer all right, title and interest of the party so endorsing,
as noteholder or assignee thereof, in and to that Mortgage Note or (ii)
any
assignment is in recordable form or is sufficient to effect the assignment
of
and transfer to the assignee thereof under the mortgage to which the assignment
relates. Countrywide (on its own behalf and on behalf of Park
Granada, Park Monaco and Park Sienna) shall promptly correct or cure such
defect
within 90 days from the date it was so notified of such defect and, if
Countrywide does not correct or cure such defect within such period, Countrywide
(on its own behalf and on behalf of Park Granada, Park Monaco and Park
Sienna)
shall either (a) substitute for the related Mortgage Loan a Substitute
Mortgage
Loan, which substitution shall be accomplished in the manner and subject
to the
conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan
from
the Trustee within 90 days from the date Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) was notified of such
defect
in writing at the Purchase Price of such Mortgage Loan; provided, however,
that
in no event shall such substitution or purchase occur more than 540 days
from
the Closing Date, except that if the substitution or purchase of a Mortgage
Loan
pursuant to this provision is required by reason of a delay in delivery
of any
documents by the appropriate recording office, and there is a dispute between
either the Master Servicer or Countrywide (on its own behalf and on behalf
of
Park Granada, Park Monaco and Park Sienna) and the Trustee over the location
or
status of the recorded document, then such substitution or purchase shall
occur
within 720 days from the Closing Date. The Trustee shall deliver
written notice to each Rating Agency within 270 days from the Closing Date
indicating each Mortgage Loan (a) which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or
status
of such Mortgage Loan. Such notice shall be delivered every 90 days
thereafter until the related Mortgage Loan is returned to the
Trustee. Any such substitution pursuant to (a) above or purchase
pursuant to (b) above shall not be effected prior to the delivery to the
Trustee
of the Opinion of Counsel required by Section 2.05 hereof, if any, and
any
substitution pursuant to (a) above shall not be effected prior to the additional
delivery to the Trustee of a Request for Release substantially in the form
of
Exhibit N. No substitution is permitted to be made in any calendar
month after the Determination Date for such month. The Purchase Price
for any such Mortgage Loan shall be deposited by Countrywide (on its own
behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) in the Certificate
Account on or prior to the Distribution Account Deposit Date for the
Distribution Date in the month following the month of repurchase and, upon
receipt of such deposit and certification with respect thereto in the form
of
Exhibit N hereto, the Trustee shall release the related Mortgage File to
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) and shall execute and deliver at Countrywide’s (on its own behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) request such
instruments of transfer or assignment prepared by Countrywide, in each
case
without recourse, as shall be necessary to vest in Countrywide (on its
own
behalf and on behalf of Park Granada, Park Monaco and Park Sienna), or
a
designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.
If pursuant to the foregoing provisions Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) repurchases a Supplemental
Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either
(i)
cause MERS to execute and deliver an assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to Countrywide (on its own behalf
and on
behalf of Park Granada, Park Monaco and Park Sienna) and shall cause such
Mortgage to be removed from registration on the MERS® System in accordance with
MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna) or its designee as the beneficial holder of such Mortgage
Loan.
56
(d) The
Trustee shall retain possession and custody of each Mortgage File in accordance
with and subject to the terms and conditions set forth in this
Agreement. The Master Servicer shall promptly deliver to the Trustee,
upon the execution or receipt thereof, the originals of such other documents
or
instruments constituting the Mortgage File as come into the possession
of the
Master Servicer from time to time.
(e) It
is understood and agreed that the respective obligations of each Seller
to
substitute for or to purchase any Mortgage Loan sold to the Depositor by
it
which does not meet the requirements of Section 2.01 above shall constitute
the sole remedy respecting such defect available to the Trustee, the Depositor
and any Certificateholder against that Seller.
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SECTION
2.03.
|
Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
|
(a) Countrywide
hereby makes the representations and warranties set forth in
(i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D
hereto, and by this reference incorporated herein, to the Depositor, the
Master
Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A
hereto, and by this reference incorporated herein, to the Depositor, the
Master
Servicer and the Trustee, as of the Closing Date, or if so specified therein,
as
of the Initial Cut-off Date with respect to all of the Initial Mortgage
Loans
and as of the related Supplemental Cut-off Date with respect to all of
the
Supplemental Mortgage Loans, and (iii) Schedule III-B hereto, and by
this reference incorporated herein, to the Depositor, the Master Servicer
and
the Trustee, as of the Closing Date, or if so specified therein, as of
the
Initial Cut-off Date with respect to the Initial Mortgage Loans that are
Countrywide Mortgage Loans and as of the related Supplemental Cut-off Date
with
respect to the Supplemental Mortgage Loans that are Countrywide Mortgage
Loans. Park Granada hereby makes the representations and warranties
set forth in (i) Schedule II-B hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as of the
Closing
Date and (ii) Schedule III-C hereto, and by this reference
incorporated herein, to the Depositor, the Master Servicer and the Trustee,
as
of the Closing Date, or if so specified therein, as of the Initial Cut-off
Date
with respect to the Initial Mortgage Loans that are Park Granada Mortgage
Loans
and as of the related Supplemental Cut-off Date with respect to the Supplemental
Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco
hereby makes the representations and warranties set forth in (i) Schedule
II-C
hereto, and by this reference incorporated herein, to the Depositor, the
Master
Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D
hereto,
and by this reference incorporated herein, to the Depositor, the Master
Servicer
and the Trustee, as of the Closing Date, or if so specified therein, as
of the
Initial Cut-off Date with respect to the Initial Mortgage Loans that are
Park
Monaco Mortgage Loans and as of the related Supplemental Cut-off Date with
respect to the Supplemental Mortgage Loans that are Park Monaco Mortgage
Loans. Park Sienna hereby makes the representations and warranties
set forth in (i) Schedule II-D hereto, and by this reference incorporated
herein, to the Depositor, the Master Servicer and the Trustee, as of the
Closing
Date and (ii) Schedule III-E hereto, and by this reference incorporated
herein,
to the Depositor, the Master Servicer and the Trustee, as of the Closing
Date,
or if so specified therein, as of the Initial Cut-off Date with respect
to the
Initial Mortgage Loans that are Park Sienna Mortgage Loans and as of the
related
Supplemental Cut-off Date with respect to the Supplemental Mortgage Loans
that
are Park Sienna Mortgage Loans.
57
(b) The
Master Servicer hereby makes the representations and warranties set forth
in
Schedule IV hereto, and by this reference incorporated herein, to the Depositor
and the Trustee, as of the Closing Date.
(c) Upon
discovery by any of the parties hereto of a breach of a representation
or
warranty with respect to a Mortgage Loan made pursuant to Section 2.03(a)
or a breach of a representation or warranty with respect to a Supplemental
Mortgage Loan under Section 2.01(e)(i) that materially and adversely affects
the
interests of the Certificateholders in that Mortgage Loan, the party discovering
such breach shall give prompt notice thereof to the other parties and the
NIM
Insurer. Each Seller hereby covenants that within 90 days of the
earlier of its discovery or its receipt of written notice from any party
of a
breach of any representation or warranty with respect to a Mortgage Loan
sold by
it pursuant to Section 2.03(a) and with respect to a breach of a
representation and warranty with respect to a Supplemental Mortgage Loan
sold to
it under Section 2.01(e)(i) that materially and adversely affects the interests
of the Certificateholders in that Mortgage Loan, it shall cure such breach
in
all material respects, and if such breach is not so cured, shall, (i) if
such 90-day period expires prior to the second anniversary of the Closing
Date,
remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and
substitute in its place a Substitute Mortgage Loan, in the manner and subject
to
the conditions set forth in this Section; or (ii) repurchase the affected
Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price
in the
manner set forth below; provided, however, that any such
substitution pursuant to (i) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05, if any,
and any such substitution pursuant to (i) above shall not be effected prior
to
the additional delivery to the Trustee of a Request for Release substantially
in
the form of Exhibit N and the Mortgage File for any such Substitute
Mortgage Loan. The Seller repurchasing a Mortgage Loan pursuant to
this Section 2.03(c) shall promptly reimburse the Master Servicer and the
Trustee for any expenses reasonably incurred by the Master Servicer or
the
Trustee in respect of enforcing the remedies for such breach. With
respect to the representations and warranties described in this
Section which are made to the best of a Seller’s knowledge, if it is
discovered by either the Depositor, a Seller or the Trustee that the substance
of such representation and warranty is inaccurate and such inaccuracy materially
and adversely affects the value of the related Mortgage Loan or the interests
of
the Certificateholders therein, notwithstanding that Seller’s lack of knowledge
with respect to the substance of such representation or warranty, such
inaccuracy shall be deemed a breach of the applicable representation or
warranty.
58
With
respect to any Substitute Mortgage Loan or Loans sold to the Depositor
by a
Seller, Countrywide (on its own behalf and on behalf of Park Granada, Park
Monaco and Park Sienna) shall deliver to the Trustee for the benefit of
the
Certificateholders the Mortgage Note, the Mortgage, the related assignment
of
the Mortgage, and such other documents and agreements as are required by
Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as
required by Section 2.01. No substitution is permitted to be
made in any calendar month after the Determination Date for such
month. Scheduled Payments due with respect to Substitute Mortgage
Loans in the month of substitution shall not be part of the Trust Fund
and will
be retained by the related Seller on the next succeeding Distribution
Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted
Mortgage
Loan for such month and thereafter that Seller shall be entitled to retain
all
amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan
and the
substitution of the Substitute Mortgage Loan or Loans and the Master Servicer
shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Substitute Mortgage Loan or Loans shall be subject
to the
terms of this Agreement in all respects, and the related Seller shall be
deemed
to have made with respect to such Substitute Mortgage Loan or Loans, as
of the
date of substitution, the representations and warranties made pursuant
to
Section 2.03(a) with respect to such Mortgage Loan. Upon any
such substitution and the deposit to the Certificate Account of the amount
required to be deposited therein in connection with such substitution as
described in the following paragraph, the Trustee shall release the Mortgage
File held for the benefit of the Certificateholders relating to such Deleted
Mortgage Loan to the related Seller and shall execute and deliver at such
Seller’s direction such instruments of transfer or assignment prepared by
Countrywide (on its own behalf and on behalf of Park Granada, Park Monaco
and
Park Sienna), in each case without recourse, as shall be necessary to vest
title
in that Seller, or its designee, the Trustee’s interest in any Deleted Mortgage
Loan substituted for pursuant to this Section 2.03.
For
any
month in which a Seller substitutes one or more Substitute Mortgage Loans
for
one or more Deleted Mortgage Loans, the Master Servicer will determine
the
amount (if any) by which the aggregate principal balance of all Substitute
Mortgage Loans sold to the Depositor by that Seller as of the date of
substitution is less than the aggregate Stated Principal Balance of all
Deleted
Mortgage Loans repurchased by that Seller (after application of the scheduled
principal portion of the monthly payments due in the month of
substitution). The amount of such shortage (the “Substitution
Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed
Advances with respect to such Deleted Mortgage Loans shall be deposited
in the
Certificate Account by Countrywide (on its own behalf and on behalf of
Park
Granada, Park Monaco and Park Sienna) on or before the Distribution Account
Deposit Date for the Distribution Date in the month succeeding the calendar
month during which the related Mortgage Loan became required to be purchased
or
replaced hereunder.
In
the
event that a Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited in the Certificate Account pursuant to
Section 3.05 on or before the Distribution Account Deposit Date for the
Distribution Date in the month following the month during which that Seller
became obligated hereunder to repurchase or replace such Mortgage Loan
and upon
such deposit of the Purchase Price, the delivery of the Opinion of Counsel
required by Section 2.05 and receipt of a Request for Release in the form
of Exhibit N hereto, the Trustee shall release the related Mortgage File
held for the benefit of the Certificateholders to such Person, and the
Trustee
shall execute and deliver at such Person’s direction such instruments of
transfer or assignment prepared by such Person, in each case without recourse,
as shall be necessary to transfer title from the Trustee. It is
understood and agreed that the obligation under this Agreement of any Person
to
cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred
and is continuing shall constitute the sole remedy against such Persons
respecting such breach available to Certificateholders, the Depositor or
the
Trustee on their behalf.
59
The
representations and warranties made pursuant to this Section 2.03 shall
survive delivery of the respective Mortgage Files to the Trustee for the
benefit
of the Certificateholders.
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
The
Depositor hereby represents and warrants to the Trustee with respect to
each
Mortgage Loan as of the date of this Agreement or such other date set forth
in
this Agreement that as of the Closing Date, and following the transfer
of the
Mortgage Loans to it by each Seller, the Depositor had good title to the
Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses
or
counterclaims.
The
Depositor hereby assigns, transfers and conveys to the Trustee all of its
rights
with respect to the Mortgage Loans including, without limitation, the
representations and warranties of each Seller made pursuant to
Section 2.03(a), together with all rights of the Depositor to require a
Seller to cure any breach thereof or to repurchase or substitute for any
affected Mortgage Loan in accordance with this Agreement.
It
is
understood and agreed that the representations and warranties set forth
in this
Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor or the Trustee of a breach
of any of the foregoing representations and warranties set forth in this
Section
2.04 (referred to herein as a “breach”), which breach materially and adversely
affects the interest of the Certificateholders, the party discovering such
breach shall give prompt written notice to the others and to each Rating
Agency
and the NIM Insurer.
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with
Substitutions.
|
(a) Notwithstanding
any contrary provision of this Agreement, no substitution pursuant to
Section 2.02 or Section 2.03 shall be made more than 90 days after the
Closing Date unless Countrywide delivers to the Trustee an Opinion of Counsel,
which Opinion of Counsel shall not be at the expense of either the Trustee
or
the Trust Fund, addressed to the Trustee, to the effect that such substitution
will not (i) result in the imposition of the tax on “prohibited
transactions” on the Trust Fund or contributions after the Startup Date, as
defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or
(ii) cause any REMIC created under this Agreement to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
60
(b) Upon
discovery by the Depositor, a Seller, the Master Servicer, or the Trustee
that
any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in any event within five (5) Business Days of discovery)
give
written notice thereof to the other parties and the NIM Insurer. In
connection therewith, the Trustee shall require Countrywide (on its own
behalf
and on behalf of Park Granada, Park Monaco and Park Sienna) at its option,
to
either (i) substitute, if the conditions in Section 2.03(c) with
respect to substitutions are satisfied, a Substitute Mortgage Loan for
the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan
within 90 days of such discovery in the same manner as it would a Mortgage
Loan
for a breach of representation or warranty made pursuant to
Section 2.03. The Trustee shall reconvey to Countrywide the
Mortgage Loan to be released pursuant to this Section in the same manner,
and on
the same terms and conditions, as it would a Mortgage Loan repurchased
for
breach of a representation or warranty contained in
Section 2.03.
|
SECTION
2.06.
|
Execution
and Delivery of Certificates.
|
The
Trustee acknowledges the transfer and assignment to it of the Trust Fund
and,
concurrently with such transfer and assignment, has executed and delivered
to or
upon the order of the Depositor, the Certificates in authorized denominations
evidencing directly or indirectly the entire ownership of the Trust
Fund. The Trustee agrees to hold the Trust Fund and exercise the
rights referred to above for the benefit of all present and future Holders
of
the Certificates and to perform the duties set forth in this Agreement,
to the
end that the interests of the Holders of the Certificates may be adequately
and
effectively protected.
|
SECTION
2.07.
|
REMIC
Matters.
|
The
Preliminary Statement sets forth the designations and “latest possible maturity
date” for federal income tax purposes of all interests created
hereby. The “Startup Day” for purposes of the REMIC Provisions shall
be the Closing Date. The “tax matters person” with respect to each
REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax
Matters
Person Certificate. Each REMIC’s fiscal year shall be the calendar
year.
|
SECTION
2.08.
|
Covenants
of the Master Servicer.
|
The
Master Servicer hereby covenants to the Depositor and the Trustee as
follows:
(a) the
Master Servicer shall comply in the performance of its obligations under
this
Agreement with all reasonable rules and requirements of the insurer under
each
Required Insurance Policy; and
(b) no
written information, certificate of an officer, statement furnished in
writing
or written report delivered to the Depositor, any affiliate of the Depositor
or
the Trustee and prepared by the Master Servicer pursuant to this Agreement
will
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make such information, certificate, statement or report not
misleading.
61
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
MORTGAGE LOANS
|
SECTION
3.01.
|
Master
Servicer to Service Mortgage Loans.
|
For
and
on behalf of the Certificateholders, the Master Servicer shall service
and
administer the Mortgage Loans in accordance with the terms of this Agreement
and
customary and usual standards of practice of prudent mortgage loan
servicers. In connection with such servicing and administration, the
Master Servicer shall have full power and authority, acting alone and/or
through
Subservicers as provided in Section 3.02, subject to the terms of this
Agreement (i) to execute and deliver, on behalf of the Certificateholders
and the Trustee, customary consents or waivers and other instruments and
documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages (but only in the
manner
provided in this Agreement), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds (which for the purpose of this Section 3.01
includes
any Subsequent Recoveries), and (iv) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage
Loan; provided that the Master Servicer shall not take any action that
is
inconsistent with or prejudices the interests of the Trust Fund or the
Certificateholders in any Mortgage Loan or the rights and interests of
the
Depositor, the Trustee and the Certificateholders under this
Agreement. The Master Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own interests
in mortgage loans in its own portfolio in any claim, proceeding or litigation
regarding a Mortgage Loan, and shall not make or permit any modification,
waiver
or amendment of any Mortgage Loan which would cause any REMIC created under
this
Agreement to fail to qualify as a REMIC or result in the imposition of
any tax
under section 860F(a) or section 860G(d) of the
Code. Without limiting the generality of the foregoing, the Master
Servicer, in its own name or in the name of the Depositor and the Trustee,
is
hereby authorized and empowered by the Depositor and the Trustee, when
the
Master Servicer believes it appropriate in its reasonable judgment, to
execute
and deliver, on behalf of the Trustee, the Depositor, the Certificateholders
or
any of them, any and all instruments of satisfaction or cancellation, or
of
partial or full release or discharge and all other comparable instruments,
with
respect to the Mortgage Loans, and with respect to the Mortgaged Properties
held
for the benefit of the Certificateholders. The Master Servicer shall
prepare and deliver to the Depositor and/or the Trustee such documents
requiring
execution and delivery by either or both of them as are necessary or appropriate
to enable the Master Servicer to service and administer the Mortgage Loans
to
the extent that the Master Servicer is not permitted to execute and deliver
such
documents pursuant to the preceding sentence. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents
and
deliver them to the Master Servicer. The Master Servicer further is
authorized and empowered by the Trustee, on behalf of the Certificateholders
and
the Trustee, in its own name or in the name of the Subservicer, when the
Master
Servicer or the Subservicer, as the case may be, believes it appropriate
in its
best judgment to register any Mortgage Loan on the MERS® System, or cause the
removal from the registration of any Mortgage Loan on the MERS® System, to
execute and deliver, on behalf of the Trustee and the Certificateholders
or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name
of
MERS, solely as nominee for the Trustee and its successors and
assigns.
62
In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose
of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. The costs incurred by the Master
Servicer, if any, in effecting the timely payments of taxes and assessments
on
the Mortgaged Properties and related insurance premiums shall not, for
the
purpose of calculating monthly distributions to the Certificateholders,
be added
to the Stated Principal Balances of the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit.
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of
Subservicers.
|
(a) The
Master Servicer may arrange for the subservicing of any Mortgage Loan by
a
Subservicer pursuant to a subservicing agreement; provided,
however, that such subservicing arrangement and the terms of the
related
subservicing agreement must provide for the servicing of such Mortgage
Loans in
a manner consistent with the servicing arrangements contemplated under
this
Agreement; provided, however, that the NIM Insurer shall have consented
to such
subservicing agreements (which consent shall not be unreasonably
withheld). Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a Subservicer
on
behalf of the Master Servicer. Notwithstanding the provisions of any
subservicing agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Subservicer
or
reference to actions taken through a Subservicer or otherwise, the Master
Servicer shall remain obligated and liable to the Depositor, the Trustee
and the
Certificateholders for the servicing and administration of the Mortgage
Loans in
accordance with the provisions of this Agreement without diminution of
such
obligation or liability by virtue of such subservicing agreements or
arrangements or by virtue of indemnification from the Subservicer and to
the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. All
actions of each Subservicer performed pursuant to the related subservicing
agreement shall be performed as an agent of the Master Servicer with the
same
force and effect as if performed directly by the Master Servicer.
(b) For
purposes of this Agreement, the Master Servicer shall be deemed to have
received
any collections, recoveries or payments with respect to the Mortgage Loans
that
are received by a Subservicer regardless of whether such payments are remitted
by the Subservicer to the Master Servicer.
|
SECTION
3.03.
|
Rights
of the Depositor, the NIM Insurer and the Trustee in Respect
of the Master
Servicer.
|
The
Depositor may, but is not obligated to, enforce the obligations of the
Master
Servicer under this Agreement and may, but is not obligated to, perform,
or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement and in connection with any such defaulted obligation
to
exercise the related rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. None of the Trustee, the NIM Insurer or the
Depositor shall have any responsibility or liability for any action or
failure
to act by the Master Servicer nor shall the Trustee or the Depositor be
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
63
|
SECTION
3.04.
|
Trustee
to Act as Master Servicer.
|
In
the
event that the Master Servicer shall for any reason no longer be the Master
Servicer under this Agreement (including by reason of an Event of Default
or
termination by the Depositor), the Trustee or its successor shall then
assume
all of the rights and obligations of the Master Servicer under this Agreement
arising thereafter (except that the Trustee shall not be (i) liable for
losses of the Master Servicer pursuant to Section 3.09 or any acts or
omissions of the predecessor Master Servicer under this Agreement),
(ii) obligated to make Advances if it is prohibited from doing so by
applicable law, (iii) obligated to effectuate repurchases or substitutions
of Mortgage Loans under this Agreement including, but not limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or
2.03, (iv) responsible for expenses of the Master Servicer pursuant to
Section 2.03 or (v) deemed to have made any representations and
warranties of the Master Servicer under this Agreement). Any such
assumption shall be subject to Section 7.02. If the Master
Servicer shall for any reason no longer be the Master Servicer (including
by
reason of any Event of Default or termination by the Depositor), the Trustee
or
its successor shall succeed to any rights and obligations of the Master
Servicer
under each subservicing agreement.
The
Master Servicer shall, upon request of the Trustee, but at the expense
of the
Master Servicer, deliver to the assuming party all documents and records
relating to each subservicing agreement or substitute subservicing agreement
and
the Mortgage Loans then being serviced thereunder and an accounting of
amounts
collected or held by it and otherwise use its best efforts to effect the
orderly
and efficient transfer of the substitute subservicing agreement to the
assuming
party.
|
SECTION
3.05.
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account;
Pre-Funding Account; Capitalized Interest Account; Carryover
Reserve
Fund.
|
(a) The
Master Servicer shall make reasonable efforts in accordance with the customary
and usual standards of practice of prudent mortgage servicers to collect
all
payments called for under the terms and provisions of the Mortgage Loans
to the
extent such procedures shall be consistent with this Agreement and the
terms and
provisions of any related Required Insurance Policy. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, subject to Section 3.20, any Prepayment Charge or penalty
interest in connection with the prepayment of a Mortgage Loan and
(ii) extend the due dates for payments due on a Mortgage Note for a period
not greater than 180 days; provided, however, that the Master
Servicer cannot extend the maturity of any such Mortgage Loan past the
date on
which the final payment is due on the latest maturing Mortgage Loan as
of the
Cut-off Date. In the event of any such arrangement, the Master
Servicer shall make Advances on the related Mortgage Loan in accordance
with the
provisions of Section 4.01 during the scheduled period in accordance with
the amortization schedule of such Mortgage Loan without modification thereof
by
reason of such arrangements. In addition, the NIM Insurer’s prior
written consent shall be required for any waiver of Prepayment Charges
or for
the extension of the due dates for payments due on a Mortgage Note, if
the
aggregate number of outstanding Mortgage Loans that have been granted such
waivers or extensions exceeds 5% of the aggregate number of Mortgage
Loans. The Master Servicer shall not be required to institute or join
in litigation with respect to collection of any payment (whether under
a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant
to
which such payment is required is prohibited by applicable law.
64
(b) The
Master Servicer shall establish and maintain a Certificate Account into
which
the Master Servicer shall deposit or cause to be deposited no later than
two
Business Days after receipt (or, if the current long-term credit rating
of
Countrywide is reduced below “A-” by S&P or “A3” by
Xxxxx’x, the Master Servicer shall deposit or cause to be deposited on a daily
basis within one Business Day of receipt), except as otherwise specifically
provided in this Agreement, the following payments and collections remitted
by
Subservicers or received by it in respect of Mortgage Loans subsequent
to the
Cut-off Date (other than in respect of principal and interest due on the
Mortgage Loans on or before the Cut-off Date) and the following amounts
required
to be deposited under this Agreement:
(i) all
payments on account of principal on the Mortgage Loans, including Principal
Prepayments;
(ii) all
payments on account of interest on the Mortgage Loans, net of the related
Master
Servicing Fee, Prepayment Interest Excess and any lender paid mortgage
insurance
premiums;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds, other
than
proceeds to be applied to the restoration or repair of a Mortgaged Property
or
released to the Mortgagor in accordance with the Master Servicer’s normal
servicing procedures;
(iv) any
amount required to be deposited by the Master Servicer or the Depositor
in
connection with any losses on Permitted Investments for which it is
responsible;
(v) any
amounts required to be deposited by the Master Servicer pursuant to
Section 3.09(c) and in respect of net monthly rental income from REO
Property pursuant to Section 3.11;
(vi) all
Substitution Adjustment Amounts;
(vii) all
Advances made by the Master Servicer pursuant to Section 4.01;
(viii) all
payments on account of Prepayment Charges on the Mortgage Loans;
and
(ix) any
other amounts required to be deposited under this Agreement.
65
In
addition, with respect to any Mortgage Loan that is subject to a buydown
agreement, on each Due Date for such Mortgage Loan, in addition to the
monthly
payment remitted by the Mortgagor, the Master Servicer shall cause funds
to be
deposited into the Certificate Account in an amount required to cause an
amount
of interest to be paid with respect to such Mortgage Loan equal to the
amount of
interest that has accrued on such Mortgage Loan from the preceding Due
Date at
the Mortgage Rate net of the related Master Servicing Fee.
The
foregoing requirements for remittance by the Master Servicer shall be exclusive,
it being understood and agreed that, without limiting the generality of
the
foregoing, payments in the nature of late payment charges or assumption
fees, if
collected, need not be remitted by the Master Servicer. In the event
that the Master Servicer shall remit any amount not required to be remitted,
it
may at any time withdraw or direct the institution maintaining the Certificate
Account to withdraw such amount from the Certificate Account, any provision
in
this Agreement to the contrary notwithstanding. Such withdrawal or
direction may be accomplished by delivering written notice thereof to the
Trustee or such other institution maintaining the Certificate Account which
describes the amounts deposited in error in the Certificate
Account. The Master Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section. All funds
deposited in the Certificate Account shall be held in trust for the
Certificateholders until withdrawn in accordance with
Section 3.08.
(c) [Reserved].
(d) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Distribution Account. The Trustee shall, promptly upon receipt,
deposit in the Distribution Account and retain in the Distribution Account
the
following:
(i) the
aggregate amount remitted by the Master Servicer to the Trustee pursuant
to
Section 3.08(a)(ix);
(ii) any
amount deposited by the Master Servicer or the Depositor pursuant to Section
3.05(e) in connection with any losses on Permitted Investments for which
it is
responsible; and
(iii) any
other amounts deposited hereunder which are required to be deposited in
the
Distribution Account.
In
the
event that the Master Servicer shall remit any amount not required to be
remitted, it may at any time direct the Trustee to withdraw such amount
from the
Distribution Account, any provision in this Agreement to the contrary
notwithstanding. Such direction may be accomplished by delivering an
Officer’s Certificate to the Trustee which describes the amounts deposited in
error in the Distribution Account. All funds deposited in the
Distribution Account shall be held by the Trustee in trust for the
Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 3.08. In no event shall the
Trustee incur liability for withdrawals from the Distribution Account at
the
direction of the Master Servicer.
(e) Each
institution at which the Certificate Account, the Pre-Funding Account,
the
Capitalized Interest Account or the Distribution Account is maintained
shall
invest the funds therein as directed in writing by the Master Servicer
in
Permitted Investments, which shall mature not later than (i) in the case of
the Certificate Account, the Pre-Funding Account or the Capitalized Interest
Account, the second Business Day next preceding the related Distribution
Account
Deposit Date (except that if such Permitted Investment is an obligation
of the
institution that maintains such account, then such Permitted Investment
shall
mature not later than the Business Day next preceding such Distribution
Account
Deposit Date) and (ii) in the case of the Distribution Account, the
Business Day next preceding the Distribution Date (except that if such
Permitted
Investment is an obligation of the institution that maintains such fund
or
account, then such Permitted Investment shall mature not later than such
Distribution Date) and, in each case, shall not be sold or disposed of
prior to
its maturity. All such Permitted Investments shall be made in the
name of the Trustee, for the benefit of the Certificateholders. All
income and gain net of any losses realized from any such investment of
funds on
deposit in the Certificate Account, or the Distribution Account shall be
for the
benefit of the Master Servicer as servicing compensation and shall be remitted
to it monthly as provided in this Agreement. The amount of any
realized losses in the Certificate Account or the Distribution Account
incurred
in any such account in respect of any such investments shall promptly be
deposited by the Master Servicer in the Certificate Account or paid to
the
Trustee for deposit into the Distribution Account, as applicable. The
amount of any losses in the Pre-Funding Account or the Capitalized Interest
Account incurred in respect of any such investments shall promptly be deposited
by the Depositor in the Pre-Funding Account or the Capitalized Interest
Account,
as applicable. All income or gain (net of any losses) realized from
any such investment of funds on deposit in the Capitalized Interest Account
shall be credited to the Capitalized Interest Account. The Trustee in
its fiduciary capacity shall not be liable for the amount of any loss incurred
in respect of any investment or lack of investment of funds held in the
Certificate Account, the Pre-Funding Account, the Capitalized Interest
Account
or the Distribution Account and made in accordance with this Section
3.05.
66
(f) The
Master Servicer shall give notice to the Trustee, each Seller, each Rating
Agency and the Depositor of any proposed change of the location of the
Certificate Account prior to any change thereof. The Trustee shall
give notice to the Master Servicer, each Seller, each Rating Agency and
the
Depositor of any proposed change of the location of the Distribution Account,
the Pre-Funding Account, the Capitalized Interest Account or the Carryover
Reserve Fund prior to any change thereof.
(g) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Pre-Funding Account. On the Closing Date Countrywide shall remit the
Pre-Funded Amount to the Trustee for deposit in the Pre-Funding
Account. On each Supplemental Transfer Date, upon satisfaction of the
conditions for such Supplemental Transfer Date set forth in Section 2.01(e),
with respect to the related Supplemental Transfer Agreement, the Trustee
shall
pay to each Seller selling Supplemental Mortgage Loans to the Depositor
on such
Supplemental Transfer Date the portion of the Aggregate Supplemental Transfer
Amount held in escrow pursuant to Section 2.01(e) as payment of the purchase
price for the Supplemental Mortgage Loans sold by such Seller. If at
any time the Depositor becomes aware that the Cut-off Date Principal Balance
of
Supplemental Mortgage Loans reflected on any Supplemental Transfer Agreement
exceeds the actual Cut-off Date Principal Balance of the relevant Supplemental
Mortgage Loans, the Depositor may so notify the Trustee and the Trustee
shall
redeposit into the Pre-Funding Account the excess reported to it by the
Depositor.
67
If
any
funds remain in the Pre-Funding Account at the end of the Funding Period,
to the
extent that they represent earnings on the amounts originally deposited
into the
Pre-Funding Account, the Trustee shall distribute them to the order of
the
Depositor. The remaining funds shall be transferred to the
Distribution Account to be included as part of the Principal Remittance
Amount.
(h) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Capitalized Interest Account. On the Closing Date, Countrywide shall
remit the Capitalized Interest Deposit to the Trustee for deposit in the
Capitalized Interest Account. On each Distribution Account Deposit
Date related to a Funding Period Distribution Date, the Trustee shall transfer
from the Capitalized Interest Account to the Distribution Account an amount
equal to the Capitalized Interest Requirement (which, to the extent required,
may include investment earnings on amounts on deposit therein) for the
related
Distribution Date.
On
each
Supplemental Transfer Date, upon satisfaction of the conditions for such
Supplemental Transfer Date set forth in Section 2.l0(e), the Trustee shall
withdraw from the Capitalized Interest Account the Capitalized Interest
Release
Amount for such Supplemental Transfer Date and distribute the amount to
the
order of Countrywide.
If
any
funds remain in the Capitalized Interest Account at the end of the Distribution
Account Deposit Date for the last Funding Period Distribution Date, the
Trustee
shall distribute any such remaining funds to the order of Countrywide on
the
last Funding Period Distribution Date.
(i) On
the Closing Date, the Trustee shall establish and maintain in its name,
in trust
for the benefit of the Holders of the Offered Certificates, the Carryover
Reserve Fund and shall deposit $1,000 therein upon receipt from or on behalf
of
the Depositor of such amount. The Carryover Reserve Fund shall be an
Eligible Account, and funds on deposit therein shall be held separate and
apart
from, and shall not be commingled with, any other moneys, including without
limitation, other moneys held by the Trustee pursuant to this
Agreement.
Funds
in
the Carryover Reserve Fund may be invested in Permitted Investments at
the
direction of the Majority of the Holders of the Class C-P Certificates,
which
Permitted Investments shall mature not later than the Business Day immediately
preceding the first Distribution Date that follows the date of such investment
(except that if such Permitted Investment is an obligation of the institution
that maintains the Carryover Reserve Fund, then such Permitted Investment
shall
mature not later than such Distribution Date) and shall not be sold or
disposed
of prior to maturity. All such Permitted Investments shall be made in
the name of the Trustee, for the benefit of the Holders of the Class C-P
Certificates. In the absence of such written direction, all funds in the
Carryover Reserve Fund shall be invested by the Trustee in The Bank of
New York
cash reserves. Any net investment earnings on such amounts shall be
retained therein until withdrawn as provided in Section 3.08. Any
losses incurred in the Carryover Reserve Fund in respect of any such investments
shall be charged against amounts on deposit in the Carryover Reserve Fund
(or
such investments) immediately as realized. The Trustee shall not be
liable for the amount of any loss incurred in respect of any investment
or lack
of investment of funds held in the Carryover Reserve Fund and made in accordance
with this Section 3.05. The Carryover Reserve Fund will not
constitute an asset of any REMIC created hereunder. The Class C-P
Certificates shall evidence ownership of the Carryover Reserve Fund for
federal
tax purposes.
68
|
SECTION
3.06.
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts.
|
(a) To
the extent required by the related Mortgage Note and not violative of current
law, the Master Servicer shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all
collections from the Mortgagors (or advances by the Master Servicer) for
the
payment of taxes, assessments, hazard insurance premiums or comparable
items for
the account of the Mortgagors. Nothing in this Agreement shall
require the Master Servicer to compel a Mortgagor to establish an Escrow
Account
in violation of applicable law.
(b) Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Master Servicer
out
of related collections for any payments made pursuant to Sections 3.01
(with respect to taxes and assessments and insurance premiums) and 3.09
(with
respect to hazard insurance), to refund to any Mortgagors any sums determined
to
be overages, to pay interest, if required by law or the terms of the related
Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account
or to
clear and terminate the Escrow Account at the termination of this Agreement
in
accordance with Section 9.01. The Escrow Accounts shall not be a
part of the Trust Fund.
(c) The
Master Servicer shall advance any payments referred to in Section 3.06(a)
that are not timely paid by the Mortgagors on the date when the tax, premium
or
other cost for which such payment is intended is due, but the Master Servicer
shall be required so to advance only to the extent that such advances,
in the
good faith judgment of the Master Servicer, will be recoverable by the
Master
Servicer out of Insurance Proceeds, Liquidation Proceeds or
otherwise.
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
The
Master Servicer shall afford each Seller, the Depositor, the NIM Insurer
and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information and other matters
relating to this Agreement, such access being afforded without charge,
but only
upon reasonable request and during normal business hours at the office
designated by the Master Servicer.
Upon
reasonable advance notice in writing, the Master Servicer will provide
to each
Certificateholder and/or Certificate Owner which is a savings and loan
association, bank or insurance company certain reports and reasonable access
to
information and documentation regarding the Mortgage Loans sufficient to
permit
such Certificateholder and/or Certificate Owner to comply with applicable
regulations of the OTS or other regulatory authorities with respect to
investment in the Certificates; provided that the Master Servicer shall
be
entitled to be reimbursed by each such Certificateholder and/or Certificate
Owner for actual expenses incurred by the Master Servicer in providing
such
reports and access. Upon request, the Master Servicer shall furnish
to the Trustee and the NIM Insurer its most recent publicly available financial
statements and any other information relating to its capacity to perform
its
obligations under this Agreement reasonably requested by the NIM
Insurer.
69
|
SECTION
3.08.
|
Permitted
Withdrawals from the Certificate Account; the Distribution Account
and the
Carryover Reserve Fund.
|
(a) The
Master Servicer may from time to time make withdrawals from the Certificate
Account for the following purposes:
(i) to
pay to the Master Servicer (to the extent not previously retained by the
Master
Servicer) the servicing compensation to which it is entitled pursuant to
Section 3.14 and to pay to the Master Servicer, as additional servicing
compensation, earnings on or investment income with respect to funds in
or
credited to the Certificate Account;
(ii) to
reimburse each of the Master Servicer and the Trustee for unreimbursed
Advances
made by it, such right of reimbursement pursuant to this subclause (ii)
being limited to amounts received on the Mortgage Loan(s) in respect of
which
any such Advance was made;
(iii) to
reimburse each of the Master Servicer and the Trustee for any Nonrecoverable
Advance previously made by it;
(iv) to
reimburse the Master Servicer for Insured Expenses from the related Insurance
Proceeds;
(v) to
reimburse the Master Servicer for (a) unreimbursed Servicing Advances, the
Master Servicer’s right to reimbursement pursuant to this clause (a) with
respect to any Mortgage Loan being limited to amounts received on such
Mortgage
Loan(s) that represent late recoveries of the payments for which such advances
were made pursuant to Section 3.01 or Section 3.06 and (b) for
unpaid Master Servicing Fees as provided in Section 3.11;
(vi) to
pay to the purchaser, with respect to each Mortgage Loan or property acquired
in
respect thereof that has been purchased pursuant to Section 2.02, 2.03 or
3.11, all amounts received on such Mortgage Loan after the date of such
purchase;
(vii) to
reimburse the Sellers, the Master Servicer, the NIM Insurer or the Depositor
for
expenses incurred by any of them and reimbursable pursuant to
Section 6.03;
(viii) to
withdraw any amount deposited in the Certificate Account and not required
to be
deposited in the Certificate Account;
(ix) on
or prior to the Distribution Account Deposit Date, to withdraw an amount
equal
to the Interest Remittance Amount, Principal Remittance Amount, Prepayment
Charge Amount and the Trustee Fee for such Distribution Date and remit
such
amount to the Trustee for deposit in the Distribution
Account; and
70
(x) to
clear and terminate the Certificate Account upon termination of this Agreement
pursuant to Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the
Certificate Account pursuant to such subclauses (i), (ii), (iv), (v) and
(vi). Prior to making any withdrawal from the Certificate Account
pursuant to subclause (iii), the Master Servicer shall deliver to the
Trustee an Officer’s Certificate of a Servicing Officer indicating the amount of
any previous Advance determined by the Master Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loans(s), and their respective
portions of such Nonrecoverable Advance.
(b) The
Trustee shall withdraw funds from the Distribution Account for distributions
to
Certificateholders and remittance to the Swap Accounts, in the manner specified
in this Agreement (and to withhold from the amounts so withdrawn, the amount
of
any taxes that it is authorized to withhold pursuant to the third paragraph
of
Section 8.11). In addition, the Trustee may from time to time make
withdrawals from the Distribution Account for the following
purposes:
(i) to
pay to itself the Trustee Fee for the related Distribution Date;
(ii) to
pay to the Master Servicer as additional servicing compensation earnings
on or
investment income with respect to funds in the Distribution
Account;
(iii) to
withdraw and return to the Master Servicer any amount deposited in the
Distribution Account and not required to be deposited therein;
(iv) to
reimburse the Trustee for any unreimbursed Advances made by it pursuant
to
Section 4.01(b) hereof, such right of reimbursement pursuant to this subclause
(iv) being limited to (x) amounts received on the related Mortgage Loan(s)
in
respect of which any such Advance was made and (y) amounts not otherwise
reimbursed to the Trustee pursuant to Section 3.08(a)(ii) hereof;
(v) to
reimburse the Trustee for any Nonrecoverable Advance previously made by
the
Trustee pursuant to Section 4.01(b) hereof, such right of reimbursement
pursuant
to this subclause (v) being limited to amounts not otherwise reimbursed
to the
Trustee pursuant to Section 3.08(a)(iii) hereof; and
(vi) to
clear and terminate the Distribution Account upon termination of this Agreement
pursuant to Section 9.01.
(c) The
Trustee shall withdraw funds from the Carryover Reserve Fund for distribution
to
the Offered Certificates in the manner specified in Section 4.02(c)(vi)
(and to
withhold from the amounts so withdrawn the amount of any taxes that it
is
authorized to retain pursuant to the third paragraph of Section
8.11). In addition, the Trustee may from time to time make
withdrawals from the Carryover Reserve Fund for the following
purposes:
71
(i) to
withdraw any amount deposited in the Carryover Reserve Fund and not required
to
be deposited therein; and
(ii) to
clear and terminate the Carryover Reserve Fund upon the termination of
this
Agreement pursuant to Section 9.01.
(d) [Reserved].
|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
(a) The
Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
insurance with extended coverage in an amount that is at least equal to
the
lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan or (ii) the greater of (y) the outstanding principal
balance of the Mortgage Loan and (z) an amount such that the proceeds of
such policy shall be sufficient to prevent the Mortgagor and/or the mortgagee
from becoming a co-insurer. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. Any amounts collected by the Master
Servicer under any such policies (other than the amounts to be applied
to the
restoration or repair of the related Mortgaged Property or amounts released
to
the Mortgagor in accordance with the Master Servicer’s normal servicing
procedures) shall be deposited in the Certificate Account. Any cost
incurred by the Master Servicer in maintaining any such insurance shall
not, for
the purpose of calculating monthly distributions to the Certificateholders
or
remittances to the Trustee for their benefit, be added to the principal
balance
of the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan
so
permit. Such costs shall be recoverable by the Master Servicer out of
late payments by the related Mortgagor or out of the proceeds of liquidation
of
the Mortgage Loan or Subsequent Recoveries to the extent permitted by
Section 3.08. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained
on
property acquired in respect of a Mortgage other than pursuant to such
applicable laws and regulations as shall at any time be in force and as
shall
require such additional insurance. If the Mortgaged Property is
located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in
the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such
flood insurance shall be in an amount equal to the least of (i) the
outstanding principal balance of the related Mortgage Loan, (ii) the
replacement value of the improvements which are part of such Mortgaged
Property,
and (iii) the maximum amount of such insurance available for the related
Mortgaged Property under the national flood insurance program.
(b) [Reserved].
(c) The
Master Servicer shall not take any action which would result in non-coverage
under any applicable Primary Insurance Policy of any loss which, but for
the
actions of the Master Servicer, would have been covered
thereunder. The Master Servicer shall not cancel or refuse to renew
any such Primary Insurance Policy that is in effect at the date of the
initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with a Qualified Insurer.
72
Except
with respect to any Lender PMI Mortgage Loans, the Master Servicer shall
not be
required to maintain any Primary Insurance Policy (i) with respect to any
Mortgage Loan with a Loan-to-Value Ratio less than or equal to 80% as of
any
date of determination or, based on a new appraisal, the principal balance
of
such Mortgage Loan represents 80% or less of the new appraised value or
(ii) if maintaining such Primary Insurance Policy is prohibited by
applicable law. With respect to the Lender PMI Mortgage Loans, the
Master Servicer shall maintain the Primary Insurance Policy for the life
of such
Mortgage Loans, unless otherwise provided for in the related Mortgage Note
or
prohibited by law.
The
Master Servicer agrees to effect the timely payment of the premiums on
each
Primary Insurance Policy, and such costs not otherwise recoverable shall
be
recoverable by the Master Servicer from the related proceeds of liquidation
and
Subsequent Recoveries.
(d) In
connection with its activities as Master Servicer of the Mortgage Loans,
the
Master Servicer agrees to present on behalf of itself, the Trustee and
Certificateholders, claims to the insurer under any Primary Insurance Policies
and, in this regard, to take such reasonable action as shall be necessary
to
permit recovery under any Primary Insurance Policies respecting defaulted
Mortgage Loans. Any amounts collected by the Master Servicer under
any Primary Insurance Policies shall be deposited in the Certificate
Account.
|
SECTION
3.10.
|
Enforcement
of Due-on-Sale Clauses; Assumption
Agreements.
|
(a) Except
as otherwise provided in this Section, when any property subject to a Mortgage
has been conveyed by the Mortgagor, the Master Servicer shall to the extent
that
it has knowledge of such conveyance, enforce any due-on-sale clause contained
in
any Mortgage Note or Mortgage, to the extent permitted under applicable
law and
governmental regulations, but only to the extent that such enforcement
will not
adversely affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing, the Master Servicer is not
required to exercise such rights with respect to a Mortgage Loan if the
Person
to whom the related Mortgaged Property has been conveyed or is proposed
to be
conveyed satisfies the terms and conditions contained in the Mortgage Note
and
Mortgage related thereto and the consent of the mortgagee under such Mortgage
Note or Mortgage is not otherwise so required under such Mortgage Note
or
Mortgage as a condition to such transfer. In the event that the
Master Servicer is prohibited by law from enforcing any such due-on-sale
clause,
or if coverage under any Required Insurance Policy would be adversely affected,
or if nonenforcement is otherwise permitted hereunder, the Master Servicer
is
authorized, subject to Section 3.10(b), to take or enter into an assumption
and modification agreement from or with the person to whom such property
has
been or is about to be conveyed, pursuant to which such person becomes
liable
under the Mortgage Note and, unless prohibited by applicable state law,
the
Mortgagor remains liable thereon, provided that the Mortgage Loan shall
continue
to be covered (if so covered before the Master Servicer enters such agreement)
by the applicable Required Insurance Policies. The Master Servicer,
subject to Section 3.10(b), is also authorized with the prior approval of
the insurers under any Required Insurance Policies to enter into a substitution
of liability agreement with such Person, pursuant to which the original
Mortgagor is released from liability and such Person is substituted as
Mortgagor
and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Master Servicer shall not be deemed to be in default under
this
Section by reason of any transfer or assumption which the Master Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever.
73
(b) Subject
to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
set forth in Section 3.10(a), in any case in which a Mortgaged Property has
been conveyed to a Person by a Mortgagor, and such Person is to enter into
an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Master Servicer shall prepare and deliver
or
cause to be prepared and delivered to the Trustee for signature and shall
direct, in writing, the Trustee to execute the assumption agreement with
the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments
as
are reasonable or necessary to carry out the terms of the Mortgage Note
or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person. In
connection with any such assumption, no material term of the Mortgage Note
may
be changed. In addition, the substitute Mortgagor and the Mortgaged
Property must be acceptable to the Master Servicer in accordance with its
underwriting standards as then in effect. Together with each such
substitution, assumption or other agreement or instrument delivered to
the
Trustee for execution by it, the Master Servicer shall deliver an Officer’s
Certificate signed by a Servicing Officer stating that the requirements
of this
subsection have been met in connection therewith. The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement
has
been completed by forwarding to the Trustee the original of such substitution
or
assumption agreement, which in the case of the original shall be added
to the
related Mortgage File and shall, for all purposes, be considered a part
of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer
for entering into an assumption or substitution of liability agreement
will be
retained by the Master Servicer as additional servicing
compensation.
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer
shall
follow such practices and procedures as it shall deem necessary or advisable
and
as shall be normal and usual in its general mortgage servicing activities
and
meet the requirements of the insurer under any Required Insurance Policy;
provided, however, that the Master Servicer shall not be required to expend
its
own funds in connection with any foreclosure or towards the restoration
of any
property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will
be
recoverable to it through the proceeds of liquidation of the Mortgage Loan
and
Subsequent Recoveries (respecting which it shall have priority for purposes
of
withdrawals from the Certificate Account). The Master Servicer shall
be responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that it shall be entitled to reimbursement
of
such costs and expenses from the proceeds of liquidation of the Mortgage
Loan
and Subsequent Recoveries with respect to the related Mortgaged Property,
as
provided in the definition of Liquidation Proceeds. If the Master
Servicer has knowledge that a Mortgaged Property which the Master Servicer
is
contemplating acquiring in foreclosure or by deed in lieu of foreclosure
is
located within a one-mile radius of any site listed in the Expenditure
Plan for
the Hazardous Substance Clean Up Bond Act of 1984 or other site with
environmental or hazardous waste risks known to the Master Servicer, the
Master
Servicer will, prior to acquiring the Mortgaged Property, consider such
risks
and only take action in accordance with its established environmental review
procedures.
74
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the Certificateholders, or its
nominee, on behalf of the Certificateholders. The Trustee’s name
shall be placed on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The Master Servicer
shall ensure that the title to such REO Property references the Pooling
and
Servicing Agreement and the Trustee’s capacity thereunder. Pursuant
to its efforts to sell such REO Property, the Master Servicer shall either
itself or through an agent selected by the Master Servicer protect and
conserve
such REO Property in the same manner and to such extent as is customary
in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders,
rent the
same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Certificateholders for the period prior to the sale of
such REO
Property. The Master Servicer shall prepare for and deliver to the
Trustee a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred
in
connection with the maintenance of such REO Property at such times as is
necessary to enable the Trustee to comply with the reporting requirements
of the
REMIC Provisions. The net monthly rental income, if any, from such
REO Property shall be deposited in the Certificate Account no later than
the
close of business on each Determination Date. The Master Servicer
shall perform the tax reporting and withholding required by Sections 1445
and 6050J of the Code with respect to foreclosures and abandonments, the
tax
reporting required by Section 6050H of the Code with respect to the receipt
of mortgage interest from individuals and any tax reporting required by
Section 6050P of the Code with respect to the cancellation of indebtedness
by certain financial entities, by preparing such tax and information returns
as
may be required, in the form required, and delivering the same to the Trustee
for filing.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid
or
otherwise in connection with a default or imminent default on a Mortgage
Loan,
the Master Servicer shall dispose of such Mortgaged Property as soon as
practicable in a manner that maximizes the Liquidation Proceeds thereof,
but in
no event later than three years after its acquisition by the Trust
Fund. In that event, the Trustee shall have been supplied with an
Opinion of Counsel to the effect that the holding by the Trust Fund of
such
Mortgaged Property subsequent to a three-year period, if applicable, will
not
result in the imposition of taxes on “prohibited transactions” of any REMIC
hereunder as defined in Section 860F of the Code or cause any REMIC
hereunder to fail to qualify as a REMIC at any time that any Certificates
are
outstanding, and that the Trust Fund may continue to hold such Mortgaged
Property (subject to any conditions contained in such Opinion of Counsel)
after
the expiration of such three-year period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by the Trust
Fund
shall be rented (or allowed to continue to be rented) or otherwise used
for the
production of income by or on behalf of the Trust Fund in such a manner
or
pursuant to any terms that would (i) cause such Mortgaged Property to fail
to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to
the imposition of any federal, state or local income taxes on the income
earned
from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Master Servicer has agreed to indemnify and hold
harmless
the Trust Fund with respect to the imposition of any such taxes.
75
In
the
event of a default on a Mortgage Loan one or more of whose obligor is not
a
United States Person, as that term is defined in Section 7701(a)(30) of the
Code, in connection with any foreclosure or acquisition of a deed in lieu
of
foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
Master Servicer will cause compliance with the provisions of Treasury Regulation
Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that
no withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such foreclosure
are
required to be remitted to the obligors on such Mortgage Loan.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan
shall
be subject to a determination by the Master Servicer that the proceeds
of such
foreclosure would exceed the costs and expenses of bringing such a
proceeding. The income earned from the management of any REO
Properties, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such management
and
net of unreimbursed Master Servicing Fees, Advances and Servicing Advances,
shall be applied to the payment of principal of and interest on the related
defaulted Mortgage Loans (with interest accruing as though such Mortgage
Loans
were still current) and all such income shall be deemed, for all purposes
in
this Agreement, to be payments on account of principal and interest on
the
related Mortgage Notes and shall be deposited into the Certificate
Account. To the extent the net income received during any calendar
month is in excess of the amount attributable to amortizing principal and
accrued interest at the related Mortgage Rate on the related Mortgage Loan
for
such calendar month, such excess shall be considered to be a partial prepayment
of principal of the related Mortgage Loan.
The
proceeds from any liquidation of a Mortgage Loan, as well as any income
from an
REO Property, will be applied in the following order of priority: first,
to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Master Servicing Fees; second, to reimburse the Master Servicer or
the
Trustee for any unreimbursed Advances; third, to reimburse the Certificate
Account for any Nonrecoverable Advances (or portions thereof) that were
previously withdrawn by the Master Servicer or the Trustee pursuant to
Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued
and unpaid interest (to the extent no Advance has been made for such amount
or
any such Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in
the
month in which such amounts are required to be distributed; and fifth,
as a
recovery of principal of the Mortgage Loan. Excess Proceeds, if any,
from the liquidation of a Liquidated Mortgage Loan will be retained by
the
Master Servicer as additional servicing compensation pursuant to
Section 3.14.
76
The
Master Servicer, in its sole discretion, shall have the right to purchase
for
its own account from the Trust Fund any Mortgage Loan which is 151 days
or more
delinquent at a price equal to the Purchase Price; provided, however, that
the
Master Servicer may only exercise this right on or before the next to the
last
day of the calendar month which such Mortgage Loan became 151 days delinquent
(such month, the “Eligible Repurchase Month”); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may
be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Master Servicer, in its sole
discretion, shall also have the right to purchase for its own account from
the
Trust Fund at a price equal to the Purchase Price any Eligible EPD Protected
Mortgage Loan. The Master Servicer’s right to purchase any such
Eligible EPD Protected Mortgage Loan shall expire on the 270th day
following the
date on which the related Mortgage Loan became an Eligible EPD Protected
Mortgage Loan. The Purchase Price for any Mortgage Loan purchased
under this Section 3.11 shall be deposited in the Certificate Account and
the
Trustee, upon receipt of a certificate from the Master Servicer in the
form of
Exhibit N to this Agreement, shall release or cause to be released to the
purchaser of such Mortgage Loan the related Mortgage File and shall execute
and
deliver such instruments of transfer or assignment prepared by the purchaser
of
such Mortgage Loan, in each case without recourse, as shall be necessary
to vest
in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant
hereto and the purchaser of such Mortgage Loan shall succeed to all the
Trustee’s right, title and interest in and to such Mortgage Loan and all
security and documents related thereto. Such assignment shall be an
assignment outright and not for security. The purchaser of such
Mortgage Loan shall thereupon own such Mortgage Loan, and all security
and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
(b) Countrywide
may agree to a modification of any Mortgage Loan (the “Modified Mortgage Loan”)
if (i) the modification is in lieu of a refinancing, (ii) the Mortgage
Rate on
the Modified Mortgage Loan is approximately a prevailing market rate for
newly
originated mortgage loans having similar terms and (iii) Countrywide purchases
the Modified Mortgage Loan from the Trust Fund as described below. Effective
immediately after the modification, and, in any event, on the same Business
Day
on which the modification occurs, all interest of the Trustee in the Modified
Mortgage Loan shall automatically be deemed transferred and assigned to
Countrywide and all benefits and burdens of ownership thereof, including
the
right to accrued interest thereon from the date of modification and the
risk of
default thereon, shall pass to Countrywide. The Master Servicer shall promptly
deliver to the Trustee a certification of a Servicing Officer to the effect
that
all requirements of this paragraph have been satisfied with respect to
the
Modified Mortgage Loan. For federal income tax purposes, the Trustee
shall account for such purchase as a prepayment in full of the Modified
Mortgage
Loan.
Countrywide
shall remit to the Master Servicer and the Master Servicer shall deposit
the
Purchase Price for any Modified Mortgage Loan in the Certificate Account
pursuant to Section 3.05 within one Business Day after the purchase of
the
Modified Mortgage Loan. Upon receipt by the Trustee of written notification
of
any such deposit signed by a Servicing Officer, the Trustee shall release
to
Countrywide the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as
shall
be necessary to vest in Countrywide any Modified Mortgage Loan previously
transferred and assigned pursuant hereto. Countrywide covenants and agrees
to
indemnify the Trust Fund against any liability for any “prohibited transaction”
taxes and any related interest, additions, and penalties imposed on the
Trust
Fund established hereunder as a result of any modification of a Mortgage
Loan
effected pursuant to this subsection (b), any holding of a Modified Mortgage
Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by
Countrywide (but such obligation shall not prevent Countrywide or any other
appropriate Person from in good faith contesting any such tax in appropriate
proceedings and shall not prevent Countrywide from withholding payment
of such
tax, if permitted by law, pending the outcome of such proceedings). Countrywide
shall have no right of reimbursement for any amount paid pursuant to the
foregoing indemnification, except to the extent that the amount of any
tax,
interest, and penalties, together with interest thereon, is refunded to
the
Trust Fund or Countrywide.
77
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage
Files.
|
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a
notification that payment in full will be escrowed in a manner customary
for
such purposes, the Master Servicer will immediately notify the Trustee
by
delivering, or causing to be delivered a “Request for Release” substantially in
the form of Exhibit N of this Agreement. Upon receipt of such
request, the Trustee shall promptly release the related Mortgage File to
the
Master Servicer, and the Trustee shall at the Master Servicer’s direction
execute and deliver to the Master Servicer the request for reconveyance,
deed of
reconveyance or release or satisfaction of mortgage or such instrument
releasing
the lien of the Mortgage in each case provided by the Master Servicer,
together
with the Mortgage Note with written evidence of cancellation on the Mortgage
Note. The Master Servicer is authorized to cause the removal from the
registration on the MERS® System of such Mortgage and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any and
all
instruments of satisfaction or cancellation or of partial or full
release. Expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the related
Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance, any fidelity bond or errors
or
omissions policy, or for the purposes of effecting a partial release of
any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, upon delivery to the
Trustee
of a Request for Release in the form of Exhibit M signed by a Servicing
Officer, release the Mortgage File to the Master Servicer. Subject to
the further limitations set forth below, the Master Servicer shall cause
the
Mortgage File or documents so released to be returned to the Trustee when
the
need therefor by the Master Servicer no longer exists, unless the Mortgage
Loan
is liquidated and the proceeds thereof are deposited in the Certificate
Account,
in which case the Master Servicer shall deliver to the Trustee a Request
for
Release in the form of Exhibit N, signed by a Servicing
Officer.
If
the
Master Servicer at any time seeks to initiate a foreclosure proceeding
in
respect of any Mortgaged Property as authorized by this Agreement, the
Master
Servicer shall deliver or cause to be delivered to the Trustee, for signature,
as appropriate, any court pleadings, requests for trustee’s sale or other
documents necessary to effectuate such foreclosure or any legal action
brought
to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
or
to obtain a deficiency judgment or to enforce any other remedies or rights
provided by the Mortgage Note or the Mortgage or otherwise available at
law or
in equity.
78
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held
for the
Trustee.
|
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit
to
the Trustee as required by this Agreement all documents and instruments
in
respect of a Mortgage Loan coming into the possession of the Master Servicer
from time to time and shall account fully to the Trustee for any funds
received
by the Master Servicer or which otherwise are collected by the Master Servicer
as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in
respect
of any Mortgage Loan. All Mortgage Files and funds collected or held
by, or under the control of, the Master Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or
from
Liquidation Proceeds and any Subsequent Recoveries, including but not limited
to, any funds on deposit in the Certificate Account, shall be held by the
Master
Servicer for and on behalf of the Trustee and shall be and remain the sole
and
exclusive property of the Trustee, subject to the applicable provisions
of this
Agreement. The Master Servicer also agrees that it shall not create,
incur or subject any Mortgage File or any funds that are deposited in the
Certificate Account, Distribution Account or any Escrow Account, or any
funds
that otherwise are or may become due or payable to the Trustee for the
benefit
of the Certificateholders, to any claim, lien, security interest, judgment,
levy, writ of attachment or other encumbrance, or assert by legal action
or
otherwise any claim or right of setoff against any Mortgage File or any
funds
collected on, or in connection with, a Mortgage Loan, except, however,
that the
Master Servicer shall be entitled to set off against and deduct from any
such
funds any amounts that are properly due and payable to the Master Servicer
under
this Agreement.
|
SECTION
3.14.
|
Servicing
Compensation.
|