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 AMENDED AND RESTATED POOLING...
Exhibit
99.1
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
___________________________________
AMENDED
AND RESTATED POOLING AND SERVICING AGREEMENT
Dated
as
of February 1, 2007
___________________________________
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-4CB
Table
of Contents
Page
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
I-1
|
|
SECTION
1.02.
|
Certain
Interpretive Provisions.
|
I-34
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
|
||
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
II-1
|
|
SECTION
2.02.
|
Acceptance
by Trustee of the Mortgage Loans.
|
II-4
|
|
SECTION
2.03.
|
Representations,
Warranties and Covenants of the Sellers and Master
Servicer.
|
II-6
|
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage Loans.
|
II-8
|
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with Substitutions.
|
II-9
|
|
SECTION
2.06.
|
Execution
and Delivery of Certificates.
|
II-9
|
|
SECTION
2.07.
|
REMIC
Matters.
|
II-10
|
|
SECTION
2.08.
|
Covenants
of the Master Servicer.
|
II-10
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
|
||
|
SECTION
3.01.
|
Master
Servicer to Service Mortgage Loans.
|
III-1
|
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of Subservicers.
|
III-2
|
|
SECTION
3.03.
|
Rights
of the Depositor and the Trustee in Respect of the Master
Servicer.
|
III-2
|
|
SECTION
3.04.
|
Trustee
to Act as Master Servicer.
|
III-2
|
|
SECTION
3.05.
|
Collection
of Mortgage Loan Payments; Certificate Account; Distribution
Account; the
Supplemental Interest Trust, the Corridor Contract Reserve
Fund.
|
III-3
|
|
SECTION
3.06.
|
Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.
|
III-6
|
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
III-6
|
|
SECTION
3.08.
|
Permitted
Withdrawals from the Certificate Account, the Distribution Account,
the
Corridor Contract Reserve Fund.
|
III-7
|
|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Maintenance of Primary Insurance
Policies.
|
III-9
|
|
SECTION
3.10.
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
|
III-10
|
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
III-11
|
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
III-14
|
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held
for the
Trustee.
|
III-14
|
|
SECTION
3.14.
|
Servicing
Compensation.
|
III-15
|
|
SECTION
3.15.
|
Access
to Certain Documentation.
|
III-15
|
|
SECTION
3.16.
|
Annual
Statement as to Compliance.
|
III-16
|
|
SECTION
3.17.
|
Errors
and Omissions Insurance; Fidelity Bonds.
|
III-16
|
|
SECTION
3.18.
|
The
Corridor Contracts.
|
III-16
|
i
|
ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
|
||
|
SECTION
4.01.
|
Advances.
|
IV-1
|
|
SECTION
4.02.
|
Priorities
of Distribution.
|
IV-2
|
|
SECTION
4.03.
|
[Reserved].
|
IV-7
|
|
SECTION
4.04.
|
Allocation
of Realized Losses.
|
IV-7
|
|
SECTION
4.05.
|
Cross-Collateralization;
Adjustments to Available Funds.
|
IV-8
|
|
SECTION
4.06.
|
Monthly
Statements to Certificateholders.
|
IV-8
|
|
SECTION
4.07.
|
Determination
of Pass-Through Rates for COFI Certificates.
|
IV-9
|
|
SECTION
4.08.
|
Determination
of Pass-Through Rates for LIBOR Certificates.
|
IV-10
|
|
SECTION
4.09.
|
Distributions
from the Corridor Contract Reserve Fund.
|
IV-11
|
|
ARTICLE
V THE CERTIFICATES
|
||
|
SECTION
5.01.
|
The
Certificates.
|
V-1
|
|
SECTION
5.02.
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
V-1
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
V-5
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
V-6
|
|
SECTION
5.05.
|
Access
to List of Certificateholders’ Names and Addresses.
|
V-6
|
|
SECTION
5.06.
|
Maintenance
of Office or Agency.
|
V-6
|
|
SECTION
5.07.
|
Depositable
and Exchangeable Certificates.
|
V-6
|
|
ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER
|
||
|
SECTION
6.01.
|
Respective
Liabilities of the Depositor and the Master Servicer.
|
VI-1
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
VI-1
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Sellers, the Master Servicer
and
Others.
|
VI-1
|
|
SECTION
6.04.
|
Limitation
on Resignation of Master Servicer.
|
VI-2
|
|
ARTICLE
VII DEFAULT
|
||
|
SECTION
7.01.
|
Events
of Default.
|
VII-1
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
VII-3
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
VII-4
|
|
ARTICLE
VIII CONCERNING THE TRUSTEE
|
||
|
SECTION
8.01.
|
Duties
of Trustee.
|
VIII-1
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
VIII-2
|
|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
VIII-3
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
VIII-3
|
|
SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
VIII-3
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
VIII-3
|
|
SECTION
8.07.
|
Resignation
and Removal of Trustee.
|
VIII-4
|
|
SECTION
8.08.
|
Successor
Trustee.
|
VIII-5
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
VIII-5
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
VIII-5
|
|
SECTION
8.11.
|
Tax
Matters.
|
VIII-7
|
|
SECTION
8.12.
|
Monitoring
of Significance Percentage.
|
VIII-9
|
ii
|
ARTICLE
IX TERMINATION
|
||
|
SECTION
9.01.
|
Termination
upon Liquidation or Purchase of all Mortgage Loans.
|
IX-1
|
|
SECTION
9.02.
|
Final
Distribution on the Certificates.
|
IX-1
|
|
SECTION
9.03.
|
Additional
Termination Requirements.
|
IX-2
|
|
ARTICLE
X MISCELLANEOUS PROVISIONS
|
||
|
SECTION
10.01.
|
Amendment.
|
X-1
|
|
SECTION
10.02.
|
Recordation
of Agreement; Counterparts.
|
X-2
|
|
SECTION
10.03.
|
Governing
Law.
|
X-2
|
|
SECTION
10.04.
|
Intention
of Parties.
|
X-2
|
|
SECTION
10.05.
|
Notices.
|
X-4
|
|
SECTION
10.06.
|
Severability
of Provisions.
|
X-5
|
|
SECTION
10.07.
|
Assignment.
|
X-5
|
|
SECTION
10.08.
|
Limitation
on Rights of Certificateholders.
|
X-5
|
|
SECTION
10.09.
|
Inspection
and Audit Rights.
|
X-6
|
|
SECTION
10.10.
|
Certificates
Nonassessable and Fully Paid.
|
X-6
|
|
SECTION
10.11.
|
[Reserved].
|
X-6
|
|
SECTION
10.12.
|
Protection
of Assets.
|
X-6
|
|
ARTICLE
XI EXCHANGE ACT REPORTING
|
||
|
SECTION
11.01.
|
Filing
Obligations.
|
XI-1
|
|
SECTION
11.02.
|
Form
10-D Filings.
|
XI-1
|
|
SECTION
11.03.
|
Form
8-K Filings.
|
XI-2
|
|
SECTION
11.04.
|
Form
10-K Filings.
|
XI-2
|
|
SECTION
11.05.
|
Xxxxxxxx-Xxxxx
Certification.
|
XI-2
|
|
SECTION
11.06.
|
Form
15 Filing.
|
XI-3
|
|
SECTION
11.07.
|
Report
on Assessment of Compliance and Attestation.
|
XI-3
|
|
SECTION
11.08.
|
Use
of Subservicers and Subcontractors.
|
XI-4
|
|
SECTION
11.09.
|
Amendments.
|
XI-5
|
|
SECTION
11.10.
|
Reconciliation
of Accounts.
|
XI-5
|
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 Inc.
|
S-II-C-1
|
|
Schedule
II-D
|
Representations
and Warranties of Park Sienna LLC
|
S-II-D-1
|
|
Schedule
III-A:
|
Representations
and Warranties of Countrywide as to 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 Inc. as
to the Park Monaco Inc. Mortgage Loans
|
S-III-D-1
|
|
Schedule
III-E
|
Representations
and Warranties of Park Sienna LLC as
to the Park Sienna LLC 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-I
|
|
Schedule
VII:
|
Schedule
of Available Exchanges of Depositable Certificates for Exchangeable
Certificates
|
S-VII-I
|
EXHIBITS
|
Exhibit
A:
|
Form
of Senior or Exchangeable 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:
|
[Reserved]
|
C-2-1
|
|
Exhibit
C-3:
|
[Reserved]
|
C-3-1
|
|
Exhibit
C-4:
|
[Reserved]
|
C-4-1
|
|
Exhibit
D:
|
Form
of Notional Amount Certificate
|
D-1
|
|
Exhibit
E:
|
Form
of Reverse of Certificates
|
E-1
|
|
Exhibit
F-1:
|
Form
of Initial Certification of Trustee
|
F-1-1
|
|
Exhibit
F-2:
|
[Reserved]
|
F-2-1
|
|
Exhibit
G-1:
|
Form
of Delay Delivery Certification of Trustee
|
G-1-1
|
|
Exhibit
G-2:
|
[Reserved]
|
G-2-1
|
|
Exhibit
H-1:
|
Form
of Final Certification of Trustee
|
X-0-0
|
|
Xxxxxxx
X-0:
|
[Reserved]
|
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
|
|
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:
|
[Reserved]
|
P-1
|
|
Exhibit
Q:
|
The
then current Standard & Poor’s LEVELS® Version 5.7 Glossary Revised,
Appendix
E
|
Q-1
|
iv
|
Exhibit
R:
|
Form
of Corridor Contract
|
R-1
|
|
Exhibit
S-1:
|
[Reserved]
|
S-1-1
|
|
Exhibit
S-2:
|
[Reserved]
|
S-2-1
|
|
Exhibit
T:
|
[Reserved]
|
T-1
|
|
Exhibit
U:
|
Form
of Monthly Statement
|
U-1
|
|
Exhibit
V-1:
|
Form
of Performance Certification (Subservicer)
|
V-1-1
|
|
Exhibit
V-2:
|
Form
of Performance Certification (Trustee)
|
V-2-1
|
|
Exhibit
W:
|
Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
W-1
|
|
Exhibit
X:
|
List
of Item 1119 Parties
|
X-1
|
|
Exhibit
Y:
|
Form
of Xxxxxxxx-Xxxxx Certification (Replacement of Master
Servicer)
|
Y-1
|
v
THIS
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of February
1,
2007, among CWALT, INC., a Delaware corporation, as depositor (the “Depositor”),
COUNTRYWIDE HOME LOANS, INC. (“Countrywide”), a New York corporation, as a
seller (a “Seller”), PARK GRANADA LLC (“Park Granada”), a Delaware limited
liability company, as a seller (a “Seller”), PARK MONACO INC. (“Park Monaco”), a
Delaware corporation, as a seller (a “Seller”), PARK SIENNA LLC (“Park Sienna”),
a Delaware limited liability company, as a seller (a “Seller”) COUNTRYWIDE HOME
LOANS SERVICING LP, a Texas limited partnership, as master servicer (the
“Master
Servicer”), and THE BANK OF NEW YORK, a banking corporation organized under the
laws of the State of New York, as trustee (the “Trustee”).
WITNESSETH
THAT
WHEREAS,
the Depositor, Countrywide, Park Granada, Park Monaco, Park Sienna, the Master
Servicer and the Trustee entered into a Pooling and Servicing Agreement dated
as
of February 1, 2007 in connection with the issuance of Mortgage Pass-Through
Certificates, Series 2007-4CB by Alternative Loan Trust CWALT 2007-4CB (the
“Original Agreement”);
WHEREAS,
the Original Agreement provides for the issuance of fifty-five Classes of
senior
certificates, including the Class 1-A-5 Certificates, which are exchangeable
for
the
Class
1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-18, Class 1-A-19, Class 1-A-20
and
Class 1-A-21 Certificates;
WHEREAS,
the Underwriter intended that the Original Agreement be structured to provide:
(i) for the issuance of two additional Classes of senior certificates designated
as the Class 1-A-43 and Class 1-A-44 Certificates, (ii) that the Class 1-A-5
Certficiates also would be exchangeable for the Class 1-A-43 and Class 1-A-44
Certificates and (iii) that any Realized Losses on the Mortgage Loans in
Loan
Group 1 that would otherwise be allocated to the Class 1-A-43 Certificates
would
instead be allocated to the Class 1-A-44 Certificates, until its Class
Certificate Balance is reduced to zero;
WHEREAS,
the Underwriter failed to communicate its intended structure and the Original
Agreement was therefore mistakenly drafted;
WHEREAS,
the Depositor, Countrywide, Park Granada, Park Monaco, Park Sienna, the Master
Servicer and the Trustee wish to amend the Original Agreement so that it
correctly reflects the Underwriter’s intended structure;
WHEREAS,
the Original Agreement provides, among other things, that the Original Agreement
may be amended by the Depositor, the Master Servicer, each Seller and the
Trustee without the consent of the Certificateholders to cure any mistake
in the
Original Agreement, and the mistake cured by this amendment constitutes such
a
mistake; and
WHEREAS,
as of the date hereof, the Underwriter owns a 100% interest in the Class
1-A-5
Certificates; and those Certificates have not been exchanged for any Class
of
Exchangeable Certificates;
NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. For federal income tax purposes, the
Trustee shall treat the Trust Fund as consisting of, among other things,
a trust
(the “ES Trust”) beneath which are three real estate mortgage investment
conduits (or in the alternative, the “Sub-WAC (SW) REMIC,” the “Strip (STR)
REMIC” and the “Master REMIC”) and shall make all elections as
necessary for such treatment. The SW REMIC will hold all the assets
of the Trust Fund and will issue several classes of uncertificated SW REMIC
Interests. The Class SW-A-R Interest is hereby designated as the
residual interest in the SW REMIC and each other SW REMIC Interest is hereby
designated as a regular interest in the SW REMIC. The STR REMIC will
hold all of the regular interests in the SW REMIC and will issue several
classes
of uncertificated STR REMIC Interests. The Class A-R Interest is
hereby designated as the residual interest in the Master REMIC and each other
Master REMIC Interest is hereby designated as a regular interest in the Master
REMIC. The Master REMIC will hold all the regular interests in the
Sub WAC REMIC and will issue several classes of uncertificated Master REMIC
Interests. The Class A-R Interest is hereby designated as the
residual interest in the Master REMIC and each other Master REMIC Interest
is
hereby designated as a regular interest in the Master REMIC. The
“latest possible maturity date,” for federal income tax purposes, of all REMIC
regular interests created hereby will be the Latest Possible Maturity
Date.
The
ES
Trust shall hold the SW-A-R Interest, the MR-A-R Interest, all Master REMIC
regular interests and shall issue the Certificates. Each Certificate,
other than the Class A-R Certificate, will represent ownership of one or
more of
the Master REMIC regular interests held by the ES Trust. The Class
A-R Certificate will represent ownership of the SW-A-R Interest and the MR-A-R
Interest, which are, respectively, the sole Classes of REMIC residual interest
in each of the Sub WAC REMIC and the Master REMIC.
For
federal income tax purposes the Trustee shall treat the ES Trust as a Grantor
Trust and shall treat each Holder of an ES Trust Certificate as the owner
of the
individual, underlying assets represented by such ES Trust
Certificate. In addition, to the fullest extent possible, ownership
of an ES Trust Certificate shall be treated as direct ownership of the
individual, underlying assets represented by such ES Trust Certificate for
federal income tax reporting purposes.
The
ES
Trust, the Corridor Contracts, the Supplemental Interest Trust and the Corridor
Contract Reserve Fund will not form part of any REMIC.
2
The
following table sets forth characteristics of the ES Trust Certificates,
together with the minimum denominations and integral multiples in excess
thereof
in which such Classes shall be issuable (except that one Residual Certificate
representing the Tax Matters Person Certificate may be issued in a different
amount):
|
Class
Designation
|
Initial
Maximum Class Certificate Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests Represented
(12)
|
|
Class
1-A-1
|
$ 55,000,000
|
(1)
|
$25,000
|
$1
|
MR-1-A-1
|
|
Class
1-A-2
|
$
55,000,000(2)
|
(3)
|
$25,000(4)
|
$1(4)
|
MR-1-A-1
|
|
Class
1-A-3
|
$ 45,000,000
|
(5)
|
$25,000
|
$1
|
MR-1-A-3
|
|
Class
1-A-4
|
$
45,000,000(2)
|
(6)
|
$25,000(4)
|
$1(4)
|
MR-1-A-3
|
|
Class
1-A-5
|
$ 200,000,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX,
MR-1-A-5-F-SR,
MR-1-A-5-A-SB,
MR-1-A-5-B-SB, MR-1-A-5-C-SB, MR-1-A-5-D-SB, MR-1-A-5-E-SB,
MR-1-A-5-F-SB.
|
|
Class
1-A-6
|
$ 110,000,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X,
XX-0-X-0-X.
|
|
Class
1-A-7
|
$ 21,420,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X,
XX-0-X-0-X.
|
|
Class
1-A-8
|
$ 2,200,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-8
|
|
Class
1-A-9
|
$ 34,000,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X,
XX-0-X-0-X.
|
0
|
Class
1-A-10
|
$ 35,000,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-00-X,
XX-0-X-00-X, XX-0-X-00-X, XX-0-X-00-X, XX-0-X-00-X,
XX-0-X-00-X.
|
|
Class
1-A-11
|
$ 1,589,000
|
5.75%
|
$25,000
|
$1
|
MR-1-A-11
|
|
Class
1-A-12
|
$ 200,000,000
|
5.25%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX and MR-1-A-5-D-SB.
|
|
Class
1-A-13
|
$ 200,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-5-A-SR
and (MR-1-A-5-B-SR or MR-1-A-5-C-SR) and MR-1-A-5-D-SR
and (MR-1-A-5-E-SR
or MR-1-A-5-F-SR), MR-1-A-5-A-SB and (MR-1-A-5-B-SB or
MR-1-A-5-C-SB) and
MR-1-A-5-D-SB, and (MR-1-A-5-E-SB or MR-1-A-5-F-SB).
|
|
Class
1-A-14
|
$
17,391,304(2)
|
5.75%
|
$25,000
(4)
|
$1
|
If
1-A-12 is issued: MR-1-A-5-B-SR, MR-1-A-5-C-SR, MR-1-A-5-E-SR,
MR-1-A-5-F-SR, MR-1-A-5-B-SB, MR-1-A-5-C-SB, MR-1-A-5-E-SB
and
MR-1-A-5-F-SB. If 1-A-13 is issued: (MR-1-A-5-B-SR, or
MR-1-A-5-C-SR) and
(MR-1-A-5-E-SR or MR-1-A-5-F-SR), (MR-1-A-5-B-SB, or MR-1-A-5-C-SB)
and
(MR-1-A-5-E-SB or MR-1-A-5-F-SB)
|
4
|
Class
1-A-15
|
$ 110,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-6-A
and MR-1-A-6-D.
|
|
Class
1-A-16
|
$ 110,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-6-A
and (MR-1-A-6-B or MR-1-A-6-C) and MR-1-A-6-D, and (MR-1-A-6-E
or
MR-1-A-6-F).
|
|
Class
1-A-17
|
$ 9,565,217(2)
|
5.75%
|
$25,000
(4)
|
$1
|
If
1-A-15 is issued: XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X and
MR-1-A-6-F. If
1-A-16 is issued: (MR-1-A-6-B, or MR-1-A-6-C) and (MR-1-A-6-E
or
MR-1-A-6-F)
|
|
Class
1-A-18
|
$ 310,000,000
|
5.25%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X-XX and,
MR-1-A-5-D-SB.
|
|
Class
1-A-19
|
$ 310,000,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX and (MR-1-A-5-B-SR and MR-1-A-5-B-SB or MR-1-A-5-C-SR
and
MR-1-A-5-C-SB) and XX-0-X-0-X-XX, XX-0-X-0-X-XX, and (MR-1-A-5-E-SR
and
MR-1-A-5-E-SB or MR-1-A-5-F-SR and MR-1-A-5-F-SB) and
MR-1-A-6-A and (MR-1-A-6-B or MR-1-A-6-C) and MR-1-A-6-D,
and (MR-1-A-6-E
or MR-1-A-6-F).
|
5
|
Class
1-A-20
|
$ 310,000,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX,
MR-1-A-5-F-SR,
MR-1-A-5-A-SB, MR-1-A-5-B-SB, MR-1-A-5-C-SB, MR-1-A-5-D-SB,
MR-1-A-5-E-SB,
MR-1-A-5-F-SB and XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X.
|
|
Class
1-A-21
|
$
26,956,521(2)
|
5.75%
|
$25,000
(4)
|
$1
|
If
1-A-18 is issued: XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX, MR-1-A-5-C-SB, MR-1-A-5-E-SB,
MR-1-A-5-F-SB,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X. If 1-A-19 is
issued: (MR-1-A-5-B-SR and MR-1-A-5-B-SB or MR-1—A-5-C-SR and
MR-1-A-5-C-SB) and (MR-1-A-5-E-SR and MR-1-A-5-E-SB or
MR-1-A-5-F-SR and MR-1-A-5-F-SB), (MR-1-A-6-B or MR-1-A-6-C)
and (MR-1-A-6-E, MR-1-A-6-F).
|
6
|
Class
1-A-22
|
$ 21,420,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-7-A
and MR-1-A-7-D.
|
|
Class
1-A-23
|
$ 21,420,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-7-A
and (MR-1-A-7-B or MR-1-A-7-C) and MR-1-A-7-D, and (MR-1-A-7-E
or
MR-1-A-7-F).
|
|
Class
1-A-24
|
$ 1,862,608(2)
|
5.75%
|
$25,000
(4)
|
$1
|
If
1-A-22 is issued: XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X and
MR-1-A-7-F. If
1-A-23 is issued: (MR-1-A-7-B, or MR-1-A-7-C) and (MR-1-A-7-E
or
MR-1-A-7-F)
|
|
Class
1-A-25
|
$ 34,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-9-A
and MR-1-A-9-D.
|
|
Class
1-A-26
|
$ 34,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-9-A
and (MR-1-A-9-B or MR-1-A-9-C) and MR-1-A-9-D, and (MR-1-A-9-E
or
MR-1-A-9-F).
|
7
|
Class
1-A-27
|
$ 2,956,521(2)
|
5.75%
|
$25,000
|
$1
|
If
1-A-25 is issued: XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X and
MR-1-A-9-F. If
1-A-26 is issued: (MR-1-A-9-B, or MR-1-A-9-C) and (MR-1-A-9-E
or
MR-1-A-9-F)
|
|
Class
1-A-28
|
$ 35,000,000
|
5.25%
|
$25,000
|
$1
|
MR-1-A-10-A
and MR-1-A-10-D.
|
|
Class
1-A-29
|
$ 35,000,000
|
5.50%
|
$25,000
|
$1
|
MR-1-A-10-A
and (MR-1-A-10-B or MR-1-A-10-C) and MR-1-A-10-D, and (MR-1-A-10-E
or
MR-1-A-10-F).
|
|
Class
1-A-30
|
$ 3,043,478(2)
|
5.75%
|
$25,000
|
$1
|
If
1-A-28 is issued: XX-0-X-00-X, XX-0-X-00-X, XX-0-X-00-X
and MR-1-A-10-F.
If 1-A-29 is issued: (MR-1-A-10-B, or MR-1-A-10-C) and
(MR-1-A-10-E or
MR-1-A-10-F)
|
|
Class
1-A-31
|
$ 297,083,333
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX, MR-1-A-5-E-SR, MR-1-A-5-F-SR,
MR-1-A-5-A-SB,
MR-1-A-5-B-SB, MR-1-A-5-C-SB, MR-1-A-5-E-SB, XX-0-X-0-X-XX,
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X,
XX-0-X-0-X
|
0
|
Class
1-A-32
|
$ 12,916,667
|
(7)
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X,
|
|
Class
1-A-33
|
$ 105,416,666
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X.
|
|
Class
1-A-34
|
$ 4,583,334
|
(7)
|
$25,000
|
$1
|
MR-1-A-6-D,
|
|
Class
1-A-35
|
$ 191,666,666
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX, MR-1-A-5-E-SR, MR-1-A-5-F-SR,
MR-1-A-5-A-SB,
MR-1-A-5-B-SB, MR-1-A-5-C-SB, MR-1-A-5-E-SB,
MR-1-A-5-F-SB.
|
|
Class
1-A-36
|
$ 8,333,334
|
(7)
|
$25,000
|
$1
|
MR-1-A-5-D-SR
and MR-1-A-5-D-SB.
|
|
Class
1-A-37
|
$ 20,527,500
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X.
|
|
Class
1-A-38
|
$ 892,500
|
(7)
|
$25,000
|
$1
|
MR-1-A-7-D,
|
|
Class
1-A-39
|
$ 32,583,333
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X,
XX-0-X-0-X.
|
0
|
Class
1-A-40
|
$ 1,416,667
|
(7)
|
$25,000
|
$1
|
MR-1-A-9-D,
|
|
Class
1-A-41
|
$ 33,541,666
|
6.00%
|
$25,000
|
$1
|
XX-0-X-00-X,
XX-0-X-00-X, XX-0-X-00-X, XX-0-X-00-X, XX-0-X-00-X.
|
|
Class
1-A-42
|
$ 1,458,330
|
(7)
|
$25,000
|
$1
|
MR-1-A-10-D,
|
|
Class
1-A-43
|
$ 192,300,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX
and
MR-1-A-5-F-SR.
|
|
Class
1-A-44
|
$ 7,700,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X-XX,
XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX, XX-0-X-0-X-XX,
MR-1-A-5-F-SB.
|
|
Class
1-X
|
$ 373,459,397(2)
|
(8)
|
$25,000(4)
|
$1(4)
|
MR-1-X
|
|
Class
2-A-1
|
$ 54,714,000
|
7.00%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X,
|
|
Class
2-A-2
|
$ 54,714,000
|
5.25%
|
$25,000
|
$1
|
MR-2-A-1-A
|
|
Class
2-A-3
|
$ 54,714,000
|
5.50%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X,
|
|
Class
2-A-4
|
$ 54,714,000
|
5.75%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X,
|
|
Class
2-A-5
|
$ 54,714,000
|
6.00%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X
|
|
Class
2-A-6
|
$ 54,714,000
|
6.25%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X
|
|
Class
2-A-7
|
$ 54,714,000
|
6.50%
|
$25,000
|
$1
|
XX-0-X-0-X
XX-0-X-0-X, XX-0-X-0-X,
|
|
Class
2-A-8
|
$ 54,714,000
|
6.75%
|
$25,000
|
$1
|
XX-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X,
|
|
Class
2-A-9
|
$ 13,678,500(2)
|
7.00%
|
$25,000
(4)
|
$1(4)
|
If
2-A-2 is issued: MR-2-A-1-B MR-2-A-1-C, and -A-1-D. If 2-A-3 is
issued: MR-2-A-1-C, and -A-1-D. If 2-A-4 is issued: MR-2-A-1-B
and -A-1-D.
If 2-A-5 is issued: MR-2-A-1-D. If 2-A-6 is issued: MR-2-A-1-B
and
MR-2-A-1-C. If 2-A-7 is issued: MR-2-A-1-C. If 2-A-8 is
issued
MR-2-A-1-B.
|
10
|
Class
2-X
|
$ 56,735,299(2)
|
(9)
|
$25,000(4)
|
$1(4)
|
MR-2-X
|
|
Class
PO
|
$ 2,671,596
|
(7)
|
$25,000
|
$1
|
MR-PO
|
|
Class A-R(10)
|
$ 100
|
5.75%
|
(10)
|
(10)
|
MR-$100,
SW-A-R, ST-A-R and MR-A-R
|
|
Class
M
|
$ 9,653,000
|
(11)
|
$25,000
|
$1
|
MR-M
|
|
Class
B-1
|
$ 4,680,000
|
(11)
|
$25,000
|
$1
|
MR-B-1
|
|
Class
B-2
|
$ 3,217,500
|
(11)
|
$25,000
|
$1
|
MR-B-2
|
|
Class
B-3
|
$ 2,340,000
|
(11)
|
$100,000
|
$1
|
MR-B-3
|
|
Class
B-4
|
$ 1,755,000
|
(11)
|
$100,000
|
$1
|
MR-B-4
|
|
Class
B-5
|
$ 1,755,454.79
|
(11)
|
$100,000
|
$1
|
MR-B-5
|
__________________________________________
|
(1)
|
The
Class 1-A-1 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate of LIBOR plus 0.60%, subject to a maximum
and
minimum Pass-Through Rate of 5.75% and 0.60% per annum,
respectively. The Pass-Through Rate for the Class 1-A-1
Certificates for the Interest Accrual Period for the first Distribution
Date is 5.75% per annum.
|
|
(2)
|
This
Class will be a Class of Notional Amount Certificates, will have
no Class
Certificate Balance and will bear interest on its Notional
Amount.
|
|
(3)
|
The
Class 1-A-2 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate of 5.15% minus LIBOR, subject to a maximum
and
minimum Pass-Through Rate of 5.15% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class 1-A-2
Certificates for the Interest Accrual Period for the first Distribution
Date is 0.00% per annum.
|
|
(4)
|
Minimum
denomination is based on the Notional Amount of such
Class.
|
|
(5)
|
The
Class 1-A-3 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate of LIBOR plus 0.35%, subject to a maximum
and
minimum Pass-Through Rate of 5.75% and 0.35% per annum,
respectively. The Pass-Through Rate for the Class 1-A-3
Certificates for the Interest Accrual Period for the first Distribution
Date is 5.67% per annum.
|
11
|
(6)
|
The
Class 1-A-4 Certificates will bear interest during each Interest
Accrual
Period at a per annum rate of 5.40% minus LIBOR, subject to a maximum
and
minimum Pass-Through Rate of 5.40% and 0.00% per annum,
respectively. The Pass-Through Rate for the Class 1-A-4
Certificates for the Interest Accrual Period for the first Distribution
Date is 0.08% per annum.
|
|
(7)
|
The
Class PO Certificates are Principal Only Certificates and will
not receive
any distributions of interest.
|
|
(8)
|
The
Pass-Through Rate for the Class 1-X Certificates for the Interest
Accrual
Period for any Distribution Date will equal the excess of (a) the
weighted
average of the Adjusted Net Mortgage Rates of the Non-Discount
Mortgage
Loans in Loan Group 1, weighted on the basis of the Stated Principal
Balances thereof as of the Due Date in the preceding calendar month
(after
giving effect to Principal Prepayments received in the Prepayment
Period
related to such prior Due Date), over (b) 5.75%. The
Pass-Through Rate for the Class 1-X Certificates for the Interest
Accrual
Period for the first Distribution Date is 0.24001% per
annum.
|
|
(9)
|
The
Pass-Through Rate for the Class 2-X Certificates for the Interest
Accrual
Period for any Distribution Date will equal the excess of (a) the
weighted
average of the Adjusted Net Mortgage Rates of the Non-Discount
Mortgage
Loans in Loan Group 2, weighted on the basis of the Stated Principal
Balances thereof as of the Due Date in the preceding calendar month
(after
giving effect to Principal Prepayments received in the Prepayment
Period
related to such prior Due Date), over (b) 7.00%. The
Pass-Through Rate for the Class 2-X Certificates for the Interest
Accrual
Period for the first Distribution Date is 1.02228% per
annum.
|
|
(10)
|
The
Class A-R Certificates represent the sole Class of residual interest
in
the Master REMIC and in Sub WAC REMIC. The Class A-R
Certificate shall be issued by the ES Trust as two separate certificates,
one with an initial Certificate Balance of $99.99 and the Tax Matters
Person Certificate with an initial Certificate Balance of
$0.01.
|
|
(11)
|
The
Pass-Through Rate for each Class of Subordinated Certificates
for the
Interest Accrual Period related to each distribution date will
be a per
annum rate equal to the sum
of:
|
|
|
•
|
5.75%
multiplied by the excess of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 as of the Due Date
in the
month preceding the calendar month of that Distribution Date (after
giving
effect to Principal Prepayments received in the Prepayment Period
related
to such prior Due Date) over the aggregate of the Class Certificate
Balances of the Group 1 Senior Certificates immediately prior to
that
Distribution Date, and
|
|
|
•
|
7.00%
multiplied by the excess of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 as of the Due Date
in the
month preceding the calendar month of that Distribution Date (after
giving
effect to Principal Prepayments received in the Prepayment Period
related
to such prior Due Date) over the aggregate of the Class Certificate
Balances of the Group 2 Senior Certificates immediately prior to
that
Distribution Date,
|
divided
by the aggregate of the Class Certificate Balances of the Subordinated
Certificates immediately prior to that Distribution Date. The
Pass-Through Rate for such Class of Subordinated Certificates for the Interest
Accrual Period for the first Distribution Date is 5.87180%.
|
(12)
|
See
Schedule VII for information regarding the Recombinations of
the
Depositable and Exchangeable Certificates related to
these uncertificated Master REMIC
Interests.
|
12
The
following table specifies the class designation, interest rate, and principal
amount for each class of Master REMIC Interest:
|
Master
REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Possible
Corresponding ES Trust Certificates
|
|
MR-1-A-1
|
$ 55,000,000
|
(1)
|
1-A-1
|
|
MR-1-A-2(2)
|
$ 55,000,000(2)
|
(3)
|
0-X-0
|
|
XX-0-X-0
|
$ 45,000,000
|
(4)
|
1-A-3
|
|
MR-1-A-4(2)
|
$ 45,000,000(2)
|
(5)
|
1-A-4
|
|
MR-1-A-5-A-SR
|
$184,287,499.36
|
5.25%
|
1-A-5,
1-A-12, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$184,287,499.36(2)
|
.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 1-A-43
|
|
MR-1-A-5-C-SR
|
$184,287,499.36
(2)
|
.25%
|
1-A-5,
1-A-13, 1-A-14, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 7,379,166.64
|
5.25%
|
1-A-5,
1-A-12, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 7,379,166.64
(2)
|
.25%
|
1-A-5,
1-A-13, 1-A-14, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 7,379,166.64
(2)
|
.25%
|
1-A-5,
1-A-13, 1-A-14, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 8,012,500.64
|
5.25%
|
1-A-5,
1-A-12, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 8,012,500.64
(2)
|
.25%
|
1-A-5,
1-A-13, 1-A-14, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 8,012,500.64
(2)
|
.25%
|
1-A-5,
1-A-13, 1-A-14, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 320,833.36
|
5.25%
|
1-A-5,
1-A-12, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, ,
0-X-00
|
|
XX-0-X-0-X-XX
|
$ 320,833.36
(2)
|
.25%
|
1-A-5,
1-A-13, 1-A-14, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X-XX
|
$ 320,833.36
(2)
|
.25%
|
1-A-5,
1-A-13, 1-A-14, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 105,416,666
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00,
0-X-00
|
00
|
MR-1-A-6-B
|
$ 105,416,666
(2)
|
.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 105,416,666
(2)
|
.25%
|
1-A-6,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 4,583,334
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 4,583,334
(2)
|
.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 4,583,334
(2)
|
.25%
|
1-A-6,
0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 20,527,500
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 20,527,500
(2)
|
.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 20,527,500
(2)
|
.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 892,500
|
5.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 892,500
(2)
|
.25%
|
0-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
$ 892,500
(2)
|
.25%
|
1-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0
|
x 2,200,000
|
5.75%
|
1-X-0
|
|
XX-0-X-0-X
|
x 32,583,333
|
5.25%
|
1-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
x 32,583,333
(2)
|
.25%
|
1-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
x 32,583,333
(2)
|
.25%
|
1-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
x 1,416,667
|
5.25%
|
1-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
x 1,416,667
(2)
|
.25%
|
1-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-0-X
|
x 1,416,667
(2)
|
.25%
|
1-X-0,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00-X
|
x 33,541,666
|
5.25%
|
1-X-00,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00-X
|
x 33,541,666
(2)
|
.25%
|
1-X-00,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00-X
|
x 33,541,666
(2)
|
.25%
|
1-X-00,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00-X
|
x 1,458,334
|
5.25%
|
1-X-00,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00-X
|
x 1,458,334
(2)
|
.25%
|
1-X-00,
0-X-00, 0-X-00, 0-X-00
|
00
|
MR-1-A-10-F
|
$ 1,458,334
(2)
|
.25%
|
1-X-00,
0-X-00, 0-X-00, 0-X-00
|
|
XX-0-X-00
|
x 1,589,000
|
5.75%
|
1-A-11
|
|
MR-1-X(1)
|
(6)
|
(6)
|
2-X
|
|
MR-2-A-1-A
|
$ 54,714,000
|
5.25%
|
2-A-1,
2-A-2, 2-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-0.
|
|
XX-0-X-0-X
|
x 54,714,000
(2)
|
.25%
|
2-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-0.
|
|
XX-0-X-0-X
|
x 54,714,000
(2)
|
.50%
|
2-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-0.
|
|
XX-0-X-0-X
|
x 54,714,000
(2)
|
1.00%
|
2-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-0
|
|
MR-2-X(2)
|
(7)
|
(7)
|
2-X
|
|
MR-1-$100
|
$ 100.00
|
5.75%
|
A-R
|
|
MR-PO
|
$ 2,671,596
|
(8)
|
PO
|
|
MR-M
|
$ 9,653,000
|
(9)
|
M-A
|
|
MR-B-1
|
$ 4,680,000
|
(9)
|
B-1
|
|
MR-B-2
|
$ 3,217,500
|
(9)
|
B-2
|
|
MR-B-3
|
$ 2,340,000
|
(9)
|
B-3
|
|
MR-B-4
|
$ 1,755,000
|
(9)
|
B-4
|
|
MR-B-5
|
$ 1,755,454.79
|
(9)
|
B-5
|
|
MR-A-R
|
(10)
|
(10)
|
A-R
|
|
(1)
|
The
Class 1-A-1 Master REMIC Interests will bear interest during each
Interest
Accrual Period at a per annum rate of LIBOR plus 0.60%, subject
to a
maximum and minimum Pass-Through Rate of 5.75% and 0.60% per annum,
respectively.
|
|
(2)
|
This
class will be a class of Notional Amount Master REMIC Interest,
will have
no principle balance, and will pay interest that may be calculated
based
on its Notional Amount.
|
|
(3)
|
This
class of Master REMIC Interest pays no principal. For each
Distribution Date, this class of Master REMIC Interest is entitled
to a
portion of the interest payable on the Class SW-1-A-1 Sub WAC REMIC
Interest. Specifically, for each Distribution Date, this Master
REMIC Interest is entitled to the interest payable on the Class
SW-1-A-1
Sub WAC REMIC Interest at a per annum rate equal to 5.15% minus
LIBOR
.
|
|
(4)
|
The
Class 1-A-1 Master REMIC Interests will bear interest during each
Interest
Accrual Period at a per annum rate of LIBOR plus 0.35%, subject
to a
maximum and minimum Pass-Through Rate of 7.00% and 0.35% per annum,
respectively.
|
|
(5)
|
This
class of Master REMIC Interest pays no principal. For each
Distribution Date, this class of Master REMIC Interest is entitled
to a
portion of the interest payable on the Class SW-1-A-3 Sub WAC REMIC
Interest. Specifically, for each Distribution Date, this Master
REMIC Interest is entitled to the interest payable on the Class
SW-1-A-3
Sub WAC REMIC Interest at a per annum rate equal to 5.40% minus
LIBOR
.
|
|
(6)
|
The
MR-1-X Master REMIC Interest is entitled to receive on each Distribution
Date all amounts payable with respect to the SW-1-X Sub WAC REMIC
Interest.
|
15
|
(7)
|
The
MR-2-X Master REMIC Interest is entitled to receive on each Distribution
Date all amounts payable with respect to the SW-2-X Sub WAC REMIC
Interest.
|
|
(8)
|
This
Class of Master REMIC Interest pays no
interest.
|
|
(9)
|
The
pass-through rate for each class of subordinated certificates for
the
interest accrual period
|
related
to each distribution date will be a per annum rate equal to the
sum
of:
|
|
|
•
|
5.75%
multiplied by the excess of the aggregate stated principal
balance of the mortgage loans in loan group 1 as of the due date
in the
month preceding the calendar month of that distribution date (after
giving
effect to prepayments received in the prepayment period related
to such
prior due date) over the aggregate of the class certificate balances
of
the group 1 senior certificates immediately prior to that distribution
date, and
|
|
|
•
|
7.00%
multiplied by the excess of the aggregate stated principal balance of
the mortgage loans in loan group 2 as of the due date in the month
preceding the calendar month of that distribution date (after giving
effect to prepayments received in the prepayment period related
to such
prior due date) over the aggregate of the class certificate balances
of
the group 2 senior certificates immediately prior to that distribution
date,
|
divided
by the aggregate of the class certificate balances of the subordinated
certificates immediately prior to that distribution date. See Schedule VII
for
information regarding the Recombinations of the Depositable and Exchangeable
Certificates related to these uncertificated Master REMIC
Interests.
|
(10)
|
The
Class MR-A-R Master REMIC Interest represents the sole class of
residual
interest in the Master REMIC.
|
16
The
following table specifies the class designation, interest rate, and principal
amount for each class of Strip REMIC Interests:
|
Strip
REMIC Interest
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Master REMIC Interest
|
|
ST-1-A-1
|
$ 55,000,000
|
5.75%
|
MR-0-X-0,
XX-0-X-0 (1)
|
|
ST-1-A-3
|
$ 45,000,000
|
5.75%
|
MR-0-X-0,
XX-0-X-0 (2)
|
|
ST-1-A-5-A-SR
|
$ 184,287,499.36
|
5.75%
|
MR-1-A-5-A-SR,
MR-1-5-B-SR, MR-1-5-C-SR (3)
|
|
ST-1-A-5-A-SB
|
$ 7,379,166.64
|
5.75%
|
MR-1-A-5-A-SB,
MR-1-5-B-SB, MR-1-5-C-SB (4)
|
|
ST-1-A-5-B-SR
|
$ 8,012,500.64
|
5.75%
|
MR-0-X-0-X-XX,
XX-0-0-X-XX, XX-0-0-X-XX (5)
|
|
ST-1-A-5-B-SB
|
$ 320,833.36
|
5.75%
|
MR-0-X-0-X-XX,
XX-0-0-X-XX, XX-0-0-X-XX (6)
|
|
ST-1-A-6-A
|
$ 105,416,666
|
5.75%
|
MR-0-X-0-X,
XX-0-0-X, XX-0-0-X (7)
|
|
ST-1-A-6-B
|
$ 4,583,334
|
5.75%
|
MR-0-X-0-X,
XX-0-0-X, XX-0-0-X (8)
|
|
ST-1-A-7-A
|
$ 20,527,500
|
5.75%
|
MR-0-X-0-X,
XX-0-0-X, XX-0-0-X (9)
|
|
ST-1-A-7-B
|
$ 892,500
|
5.75%
|
MR-0-X-0-X,
XX-0-0-X, XX-0-0-X (10)
|
|
ST-1-A-8
|
$ 2,200,000
|
5.75%
|
MR-0-X-0
|
|
XX-0-X-0-X
|
x 32,583,333
|
5.75%
|
MR-0-X-0-X,
XX-0-0-X, XX-0-0-X (11)
|
|
ST-1-A-9-B
|
$ 1,416,667
|
5.75%
|
MR-0-X-0-X,
XX-0-0-X, XX-0-0-X (12)
|
|
ST-1-A-10-A
|
$ 33,541,666
|
5.75%
|
MR-0-X-00-X,
XX-0-00-X, XX-0-00-X (13)
|
|
ST-1-A-10-A
|
$ 1,458,334
|
5.75%
|
MR-0-X-00-X,
XX-0-00-X, XX-0-00-X (14)
|
|
ST-1-A-11-B
|
$ 1,589,000
|
5.75%
|
MR-1-A-11
|
|
ST-1-X
|
(15)
|
(16)
|
MR-1-X
|
|
ST-2-A-1
|
$ 54,714,000
|
7.00%
|
MR-0-X-0-X,
XX-0-X-0-X, XX-0-X-0-X, XX-0-X-0-X
(17)
|
17
|
ST-2-X
|
(15)
|
(18)
|
MR-2-X
|
|
ST-1-$100
|
$100
|
5.75%
|
MR-A-R
|
|
ST-PO
|
$ 2,671,596
|
(19)
|
MR-PO
|
|
ST-M
|
$ 9,653,000
|
(20)
|
MR-M
|
|
ST-B-1
|
$ 4,680,000
|
(20)
|
MR-X-0
|
|
XX-X-0
|
x 3,217,500
|
(20)
|
MR-X-0
|
|
XX-X-0
|
x 2,340,000
|
(20)
|
MR-X-0
|
|
XX-X-0
|
x 1,755,000
|
(20)
|
MR-X-0
|
|
XX-X-0
|
x 1,755,454.79
|
(20)
|
MR-B-5
|
|
ST-A-R
|
(21)
|
(21)
|
N/A
|
|
(1)
|
For
each Distribution Date, the Class MR-1-A-2 Master REMIC Interests
are
entitled to a specified portion of the interest payable on Class
ST-1-A-1
Strip REMIC Interest. Specifically, for each Distribution Date,
the Class MR-1-A-2 Master REMIC Interests are entitled to interest
payable
on the Class ST-1-A-1 Strip REMIC Interest at a per annum rate
equal to 5.15% minus LIBOR, but not less than
0.00%.
|
|
(2)
|
For
each Distribution Date, the Class MR-1-A-4 Master REMIC Interests
are
entitled to a specified portion of the interest payable on the
Class
ST-1-A-3 Strip REMIC Interest. Specifically, for each
Distribution Date, the Class MR-1-A-4 Master REMIC Interests are
entitled
to interest payable on the Class ST-1-A-1 Strip REMIC
Interest at a per annum rate equal to 5.40% minus LIBOR, but
not less than 0.00%.
|
|
(3)
|
For
each Distribution Date, each of the Class MR-1-A-5-B-SR and MR-1-A-5-C-SR
Master REMIC Interests are entitled to specified portions of the
interest
payable on the Class ST-1-A-5-A-SR Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-5-B-SR and MR-1-A-5-C-SR Master REMIC Interests are each
entitled
to interest payable on the Class ST-1-A-5-A-SR Strip REMIC
Interest at a per annum rate equal to
0.25%.
|
|
(4)
|
For
each Distribution Date, each of the Class MR-1-A-5-B-SB and MR-1-A-5-C-SB
Master REMIC Interests are entitled to specified portions of the
interest
payable on the Class ST-1-A-5-A-SB Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-5-B-SB and MR-1-A-5-C-SB Master REMIC Interests are each
entitled
to interest payable on the Class ST-1-A-5-A-SB Strip REMIC
Interest at a per annum rate equal to
0.25%.
|
|
(5)
|
For
each Distribution Date, each of the Class MR-1-A-5-E-SR and MR-1-A-5-F-SR
Master REMIC Interests are entitled to specified portions of the
interest
payable on the Class ST-1-A-5-B-SR Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-5-E-SR and MR-1-A-5-F-SR Master REMIC Interests are each
entitled
to interest payable on the Class ST-1-A-5-B-SR Strip REMIC
Interest at a per annum rate equal to
0.25%
|
|
(6)
|
For
each Distribution Date, each of the Class MR-1-A-5-E-SB and MR-1-A-5-F-SB
Master REMIC Interests are entitled to specified portions of the
interest
payable on the Class ST-1-A-5-B-SB Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-5-E-SB and MR-1-A-5-F-SB Master REMIC Interests are each
entitled
to interest payable on the Class ST-1-A-5-B-SB Strip REMIC
Interest at a per annum rate equal to
0.25%
|
|
(7)
|
For
each Distribution Date, each of the Class MR-1-A-6-B and MR-1-A-6-C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-6-A Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-6-B and MR-1-A-6-C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-6-A
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
18
|
(8)
|
For
each Distribution Date, each of the Class MR-1-A-6-E and MR-1-A-6-F
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-6-B Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-6-E and MR-1-A-6-F Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-6-B
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(9)
|
For
each Distribution Date, each of the Class MR-1-A-7-B and MR-1-A-7-C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-7-A Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-7-B and MR-1-A-7-C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-7-A
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(10)
|
For
each Distribution Date, each of the Class MR-1-A-7-E and MR-1-A-7-F
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-7-B Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-7-E and MR-1-A-7-F Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-7-B
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(11)
|
For
each Distribution Date, each of the Class MR-1-A-9-B and MR-1-A-9-C
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-9-A Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-9-B and MR-1-A-9-C Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-9-A
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(12)
|
For
each Distribution Date, each of the Class MR-1-A-9-E and MR-1-A-9-F
Master
REMIC Interests are entitled to specified portions of the interest
payable
on the Class ST-1-A-9-B Strip REMIC Interest. Specifically, for
each Distribution Date, the Class MR-1-A-9-E and MR-1-A-9-F Master
REMIC
Interests are each entitled to interest payable on the Class ST-1-A-9-B
Strip REMIC Interest at a per annum rate equal to
0.25%.
|
|
(13)
|
For
each Distribution Date, each of the Class MR-1-A-10-B and MR-1-A-10-C
Master REMIC Interests are entitled to specified portions of the
interest
payable on the Class ST-1-A-10-A Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-10-B and MR-1-A-10-C Master REMIC Interests are each entitled
to
interest payable on the Class ST-1-A-10-A Strip REMIC
Interest at a per annum rate equal to
0.25%.
|
|
(14)
|
For
each Distribution Date, each of the Class MR-1-A-10-E and MR-1-A-10-F
Master REMIC Interests are entitled to specified portions of the
interest
payable on the Class ST-1-A-10-B Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-1-A-10-E and MR-1-A-10-F Master REMIC Interests are each entitled
to
interest payable on the Class ST-1-A-10-B Strip REMIC
Interest at a per annum rate equal to
0.25%.
|
|
(15)
|
This
Class of Strip REMIC Interest pays no
principal.
|
|
(16)
|
For
each Distribution Date, the Class ST-1-X Strip REMIC Interest is
entitled
to all the interest payable with respect to the Class SW-X-1 SW
REMIC
Interest.
|
|
(17)
|
For
each Distribution Date, each of the Class MR-2-A-1-B, Class MR-2-A-1-C
and
MR-2-A-1-D Master REMIC Interests are entitled to specified portions
of
the interest payable on the Class ST-2-A-1 Strip REMIC
Interest. Specifically, for each Distribution Date, the Class
MR-2-A-1-B, Class MR-2-A-1-C and MR-2-A-1-D Master REMIC Interests
are
respectively entitled to interest payable on the Class ST-2-A-1
Strip
REMIC Interest at a per annum rate equal to 0.25%. .050% and
1.00%.
|
19
|
(18)
|
For
each Distribution Date, the Class ST-2-X Strip REMIC Interest is
entitled
to all the interest payable with respect to the Class SW-X-2 Sub
WAC REMIC
Interest.
|
|
(19)
|
For
each Distribution Date, the Class ST-PO Strip REMIC Interest is
entitled
to all the principal payable with respect to the Class SW-PO-1
Sub WAC
REMIC Interest and the Class SW-PO-2 Sub WAC REMIC
Interest.
|
|
(20)
|
This
Class of Strip REMIC Interest pays no
interest.
|
|
(21)
|
The
Subordinate Pass-Through Rate.
|
|
(22)
|
The
MT-A-R is the sole class of residual interest in the Strip
REMIC. It pays no interest or
principal.
|
On
each Distribution Date, interest
shall be payable on the Middle Tier REMIC Interests according the formulas
described above, and principal, Realized Losses and Subsequent Recoveries
shall
be allocated among the Middle Tier REMIC Interests in the same manner that
such
items are allocated among their corresponding Master REMIC Interest
Classes.
20
The
following table specifies the class designation, interest rate, and principal
amount for each class of Sub WAC REMIC Interests:
|
Sub
WAC
REMIC
Interest
Designation |
Initial
Principal
Balance
|
Interest
Rate
|
Corresponding
Loan
Group
|
|
SW-A-1
|
(1)
|
5.75%
|
1
|
|
SW-B-1
|
(1)
|
5.75%
|
1
|
|
SW-C-1
|
(1)
|
5.75%
|
1
|
|
SW-PO-1
|
$2,669,397.00
|
(2)
|
1
|
|
SW-X-1
|
(3)
|
(4)
|
1
|
|
SW-A-2
|
(1)
|
7.00%
|
2
|
|
SW-B-2
|
(1)
|
7.00%
|
2
|
|
SW-C-2
|
(1)
|
7.00%
|
2
|
|
SW-PO-2
|
$2,199.00
|
(2)
|
2
|
|
SW-X-2
|
(3)
|
(5)
|
2
|
|
SW-A-R
|
(6)
|
(6)
|
N/A
|
|
(1)
|
Each
Class A Sub WAC REMIC Interest will have an Initial Principal Balance
equal to 0.90% of the Subordinated Portion of its Corresponding
Loan
Group. Each Class B Sub WAC REMIC Interest will have an Initial
Principal Balance equal to 0.10% of the Subordinated Portion of
its
Corresponding Loan Group. Each Class C Sub WAC REMIC Interest
will have an Initial Principal Balance equal to the excess of its
Corresponding Loan Group (as reduced by the Loan Group’s corresponding PO
Component Balance) over the initial aggregate principal balances
of the
Class A and Class B Sub WAC REMIC Interests corresponding to that
Loan
Group. Hereafter, the Class A, Class B and Class C Sub WAC
REMIC Interests are referred to as “Tracking
Interests.”
|
|
(2)
|
This
Class of Sub WAC REMIC Interest does not pay any
interest.
|
|
(3)
|
This
Class of Sub WAC REMIC Interest does not pay any
principal.
|
|
(4)
|
This
Class of Sub WAC REMIC Interest is entitled to receive on each
Distribution Date a specified portion of the interest payable on
the
Non-Discount Mortgage Loans in the corresponding Loan
Group. Specifically, for each related Distribution Date, this
Class of Sub WAC REMIC Interest is entitled to interest accruals
on each
Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
Rate of
5.75% per annum.
|
|
(5)
|
This
Class of Sub WAC REMIC Interest is entitled to receive on each
Distribution Date a specified portion of the interest payable on
the
Non-Discount Mortgage Loans in the corresponding Loan
Group. Specifically, for each related Distribution Date, this
Class of Sub WAC REMIC Interest is entitled to interest accruals
on each
Non-Discount Mortgage Loan in excess of an Adjusted Net Mortgage
Rate of
7.00% per annum.
|
|
(6)
|
The
Class SW-A-R Sub WAC REMIC Interest is the sole class of residual
interest
in the Sub WAC REMIC. It does not pay any interest or
principal.
|
On
each
Distribution Date, the Available Funds shall be distributed with respect
to the
the Sub WAC REMIC Interests in the following manner:
|
(1)
|
Interest. Interest
is to be distributed with respect to each Sub WAC REMIC Interest
at the
rates, or according to the formulas, described
above.
|
21
|
(2)
|
Initial
Allocations of Realized Losses and
Principal.
|
|
|
(a)
|
The
Trustee shall first allocate the Realized Losses on the Group 1
Mortgage
Loans (including any reductions in previously allocated Realized
Losses on
the Group 1 Mortgage Loans attributable to any related Subsequent
Recoveries), and distribute the principal on the Group 1 Mortgage
Loans
between the SW-PO-1 Interests and the SW-1 Tracking Interests in
the same
manner that such amounts are allocated to or distributed between
(a) the
Class PO-1 Component of the Class PO Certificates and (b) the remaining
Group 1 Certificates and the Assumed Balance of the Class Certificate
Balance of each Class of Subordinated Certificates related to the
Group 1
Mortgage Loans.
|
|
|
(b)
|
The
Trustee shall first allocate the Realized Losses on the Group 2
Mortgage
Loans (including any reductions in previously allocated Realized
Losses on
the Group 2 Mortgage Loans attributable to any related Subsequent
Recoveries), and distribute the principal on the Group 2 Mortgage
Loans
between the Class SW-PO-2 Interest and the SW-2 Tracking Interests
in the
same manner that such amounts are allocated to or distributed between
(a)
the Class PO-2 Component of the Class PO Certificates and (b) the
remaining Group 2 Senior Certificates and the Assumed Balance of
the Class
Certificate Balance of each Class of Subordinated Certificates
related to
the Group 2 Mortgage Loans.
|
|
(3)
|
Subsequent
Allocations. Amounts allocated to the Tracking Interests of
each Group in accordance with Paragraph 2, above, shall be further
allocated as described below.
|
|
(4)
|
Principal,
if no Cross-Over Situation Exists. If no Cross-Over
Situation exists with respect to any Class of Tracking Interests,
Principal Amounts allocated with respect to each Loan Group’s Tracking
Interests in accordance with Paragraph 2, shall be further allocated:
first to cause the Loan Group’s corresponding Class A and Class B Tracking
Interests to equal, respectively, 0.90% of the Subordinated Portion
and
0.10% of the Subordinated Portion; and second to the Loan Group’s
corresponding Class C Tracking Interest;
|
|
(5)
|
Principal,
if a Cross-Over Situation Exists. If a Cross-Over Situation
exists with respect to the Class A and Class B Tracking
Interests:
|
|
|
(a)
|
If
the Calculation Rate in respect of the outstanding Class A and
Class B
Tracking Interests is less than the Subordinate Pass-Through Rate,
Principal Relocation Payments will be made proportionately to the
outstanding Class A Tracking Interests prior to any other principal
distributions from each such Loan
Group.
|
|
|
(b)
|
If
the Calculation Rate in respect of the outstanding Class A and
Class B
Tracking Interests is greater than the Subordinate Pass-Through
Rate,
Principal Relocation Payments will be made proportionately to the
outstanding Class B Tracking Interests prior to any other principal
distributions from each such Loan
Group.
|
In
each
case, Principal Relocation Payments will be made so as to cause the Calculation
Rate in respect of the outstanding Class A and Class B Tracking Interests
to
equal the Subordinate Pass-Through Rate. With respect to each Loan
Group, if (and to the extent that) the sum of (a) the principal payments
received during the Due Period (as adjusted for amounts allocated to the
related
Class PO Component) and (b) the Realized Losses (as adjusted for amounts
allocated to the related Class PO Component), are insufficient to make the
necessary reductions of principal on the Class A and Class B Tracking Interests,
then interest will be added to the Loan Group’s Class C Tracking
Interest.
22
|
|
(c)
|
Unless
required to achieve the Calculation Rate, the outstanding aggregate
Class
A and Class B Tracking Interests for all Loan Groups will not be
reduced
below 1 percent of the excess of (i) the aggregate outstanding
Principal
Balances of all Loan Groups (as adjusted for amounts allocated
to the
related Class PO Component) as of the end of any Due Period (reduced
by
principal prepayments received after the Due Period that are to
to be
distributed on the Disribution Date related to the Due Period)
over (ii)
the aggregate Class Certificate Balance of the Senior Certificates
for all
Loan Groups as of the related Distribution Date (after taking into
account
distributions of principal on such Distribution
Date).
|
If
(and
to the extent that) the limitation in paragraph (c) prevents the distribution
of
principal to the Class A and Class B Tracking Interests of a Loan Group,
and if
the Loan Group’s Class C Tracking Interest has already been reduced to zero,
then the excess principal from that Loan Group (as adjusted for amounts
allocated to the related Class PO Component) will be paid to the Class C
Tracking Interests of the other Loan Groups the aggregate Class A and Class
B
Tracking Interests of which are less than one percent of the Subordinated
Portion. If the Loan Group corresponding to the Class C Tracking
Interest that receives such payment has a weighted average Adjusted Net Mortgage
Rate below the weighted average Adjusted Net Mortgage Rate of the Loan Group
making the payment, then the payment will be treated by the Sub WAC REMIC
as a
Realized Loss. Conversely, if the Loan Group corresponding to the
Class C Tracking Interest that receives such payment has a weighted average
Adjusted Net Mortgage Rate above the weighted average Adjusted Net Mortgage
Rate
of the Loan Group making the payment, then the payment will be treated by
the
Sub WAC REMIC as a reimbursement for prior Realized
Losses.
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.
23
Set
forth
below are designations of Classes or Components of Certificates and other
defined terms to the categories used herein:
|
Accretion
Directed Certificates
|
None.
|
|
Accretion
Directed Components
|
None.
|
|
|
Accrual
Certificates
|
None. |
|
|
|
Accrual
Components
|
None. |
|
|
|
Book-Entry
Certificates
|
All
Classes of Certificates other than the Physical
Certificates.
|
|
|
COFI
Certificates
|
None. |
|
|
|
Combined
Certificates
|
None. |
|
|
|
Component
Certificates
|
Class
PO Certificates.
|
|
Components.
|
For
purposes of calculating distributions of principal and/or interest,
the
Component Certificates, if any, will be comprised of multiple payment
components having the designations, Initial Component Balances
or Notional
Amounts, as applicable, and Pass-Through Rates set forth
below:
|
|
Designation
|
Initial
Component
Balance
|
Pass-Through
Rate
|
||
|
Class
PO-1 Component
|
$2,669,397
|
(1)
|
||
|
Class
PO-2 Component
|
$2,199
|
(1)
|
|
(1)
|
This
component does not bear interest.
|
|
Delay
Certificates
|
All
interest-bearing Classes of Certificates other than the Non-Delay
Certificates, if any.
|
|
Depositable
Certificates
|
Class
1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-9, Class 1-A-10 and
Class 2-A-1
Certificates.
|
|
ERISA-Restricted
Certificates
|
The
Residual Certificates and Private Certificates; until an ERISA-Qualifying
Underwriting has occurred with respect to such Class, the Class
PO, the
Class 1-X and the Class 2-X Certificates; and any Certificate of
a
Class that does not have or no longer has a rating of at least BBB-
or its equivalent from at least one Rating
Agency.
|
|
Exchangeable
Certificates
|
Class
1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16,
Class
1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21,
Class
1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class 1-A-26,
Class
1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30, Class 1-A-31,
Class
1-A-32, Class 1-A-33, Class 1-A-34, Class 1-A-35, Class 1-A-36,
Class
1-A-37, Class 1-A-38, Class 1-A-39, Class 1-A-40, Class 1-A-41,
Class 1-A-42, Class 1-A-43, Class 1-A-44, Class 2-A-2, Class
2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8 and
Class 2-A-9
Certificates.
|
24
|
|
Floating
Rate Certificates.
|
Class
1-A-1 and Class 1-A-3 Certificates.
|
|
|
Group
1 Certificates
|
Group
1 Senior Certificates and the portions of the Subordinated Certificates
related to Loan Group 1.
|
|
Group
1 Senior Certificates
|
Class
1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5,
Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,
Class
1-A-11, Class 1-X and Class A-R Certificates and Class PO-1
Component.
|
|
|
Group
2 Certificates
|
Group
2 Senior Certificates and the portions of the Subordinated Certificates
related to Loan Group 2.
|
|
Group
2 Senior Certificates
|
Class
2-A-1 and Class 2-X Certificates and Class PO-2
Component
|
|
Inverse
Floating Rate Certificates
|
Class
1-A-2 and Class 1-A-4 Certificates.
|
|
|
LIBOR
Certificates
|
The
Floating Rate Certificates and the Inverse Floating Rate
Certificates.
|
|
|
Non-Delay
Certificates
|
LIBOR
Certificates.
|
|
Notional
Amount Certificates
|
Class
1-A-2, Class 1-A-4, Class 1-A-14, Class 1-A-17, Class 1-A-21,
Class
1-A-24, Class 1-A-27, Class 1-A-30, Class 2-A-9, Class 1-X and
Class 2-X
Certificates.
|
|
Notional
Amount Components
|
None.
|
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private
Certificates.
|
|
|
Physical
Certificates
|
Private
Certificates and the Residual
Certificates.
|
|
|
Planned
Principal Classes
|
None.
|
|
|
Principal
Only Certificates
|
Class
PO Certificates.
|
|
|
Private
Certificates
|
Class B-3,
Class B-4 and Class B-5
Certificates.
|
|
|
Rating
Agencies
|
Fitch,
S&P and Xxxxx’x.
|
|
|
Regular
Certificates
|
All
Classes of Certificates, other than the Residual
Certificates.
|
|
|
Residual
Certificates
|
Class A-R
Certificates.
|
|
Scheduled
Principal Classes
|
None.
|
|
Senior
Certificate Group
|
The
Group 1 Senior Certificates and the Group 2 Senior Certificates,
as
applicable.
|
25
|
|
Senior
Certificates
|
The
Group 1 Senior Certificates and Group 2 Senior
Certificates.
|
|
|
Subordinated
Certificates
|
Class
M, Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates.
|
|
|
Targeted
Principal Classes
|
None.
|
|
|
Underwriter
|
Countrywide
Securities Corporation (Senior).
|
With
respect to any of the foregoing designations as to which the corresponding
reference is “None,” all defined terms and provisions herein relating solely to
such designations shall be of no force or effect, and any calculations herein
incorporating references to such designations shall be interpreted without
reference to such designations and amounts. Defined terms and
provisions herein relating to statistical rating agencies not designated
above
as Rating Agencies shall be of no force or effect.
26
ARTICLE
I
DEFINITIONS
|
|
SECTION
1.01.
|
Defined
Terms.
|
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Account: Any
Escrow Account, the Certificate Account, the Distribution Account, the Corridor
Contract Reserve Fund, the Exchangeable Certificates Distribution Account
or any
other account related to the Trust Fund or the Mortgage Loans.
Accretion
Directed Certificates: As specified in the Preliminary
Statement.
Accretion
Direction Rule: Not applicable.
Accrual
Amount: With respect to any Class of Accrual Certificates or any
Accrual Component and any Distribution Date prior to the related Accrual
Termination Date, the amount allocable to interest on such Class of Accrual
Certificates or Accrual Component with respect to such Distribution Date
pursuant to Section 4.02(a).
Accrual
Certificates: As specified in the Preliminary
Statement.
Accrual
Components: As specified in the Preliminary
Statement.
Accrual
Termination Date: Not applicable.
Additional
Designated Information: As defined in Section 11.02.
Adjusted
Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less the Master Servicing Fee
Rate.
Adjusted
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the sum of the Trustee Fee
Rate
and the Master Servicing Fee Rate. For purposes of determining
whether any Substitute Mortgage Loan is a Discount Mortgage Loan or a
Non-Discount Mortgage Loan and for purposes of calculating the applicable
PO
Percentage and the applicable Non-PO Percentage, each Substitute Mortgage
Loan
shall be deemed to have an Adjusted Net Mortgage Rate equal to the Adjusted
Net
Mortgage Rate of the Deleted Mortgage Loan for which it is
substituted.
Advance: As
to a Loan Group, the payment required to be made by the Master Servicer with
respect to any Distribution Date pursuant to Section 4.01, the amount of
any
such payment being equal to the aggregate of payments of principal and interest
(net of the Master Servicing Fee) on the Mortgage Loans in such Loan Group
that
were due on the related Due Date and not received by the Master Servicer
as of
the close of business on the related Determination Date, together with an
amount
equivalent to interest on each Mortgage Loan as to which the related Mortgaged
Property is an REO Property (net of any net income from such REO Property),
less
the aggregate amount of any such delinquent payments that the Master Servicer
has determined would constitute a Nonrecoverable Advance, if
advanced.
I-1
Aggregate
Planned Balance: With respect to any group of Planned Principal
Classes or Components and any Distribution Date, the amount set forth for
such
group for such Distribution Date in Schedule V hereto.
Aggregate
Scheduled Balance: With respect to any group of Scheduled
Principal Classes or Components and any Distribution Date, the amount set
forth
for such group for such Distribution Date in Schedule V hereto.
Aggregate
Targeted Balance: With respect to any group of Targeted Principal
Classes or Components and any Distribution Date, the amount set forth for
such
group for such Distribution Date in Schedule V hereto.
Agreement: This
Amended and Restated Pooling and Servicing Agreement and all amendments or
supplements hereto.
Allocable
Share: As to any Distribution Date and any Mortgage Loan (i) with
respect to each Class PO Component, zero, (ii) with respect to the Class
1-X and
Class 2-X Certificates, (a) the ratio that the excess, if any, of the Adjusted
Net Mortgage Rate with respect to such Mortgage Loan, over the related Required
Coupon bears to such Adjusted Net Mortgage Rate or (b) if the Adjusted Net
Mortgage Rate with respect to such Mortgage Loan does not exceed the related
Required Coupon, zero and (iii) with respect to each other Class of Certificates
the product of (a) the lesser of (I) the ratio that the related Required
Coupon
bears to the Adjusted Net Mortgage Rate of such Mortgage Loan and (II) one,
multiplied by (b) the ratio that the amount calculated with respect to such
Distribution Date (A) with respect to the Senior Certificates of the related
Senior Certificate Group (other than the related Class PO Component), pursuant
to clause (i) of the definition of Class Optimal Interest Distribution Amount
(without giving effect to any reduction of such amount pursuant to Section
4.02(d)) and (B) with respect to the Subordinated Certificates, pursuant
to the
definition of Assumed Interest Amount or after a Senior Termination Date
pursuant to clause (i) of the definition of Class Optimal Interest Distribution
Amount (without giving effect to any reduction of such amount pursuant to
Section 4.02(d)) bears to the amount calculated with respect to such
Distribution Date for each Class of Certificates pursuant to clause (i) of
the
definition of Class Optimal Interest Distribution Amount (without giving
effect
to any reduction of such amount pursuant to Section 4.02(d)) or the definition
of Assumed Interest Amount, as applicable.
Amount
Available for Senior Principal: As to any Distribution Date and
(a) Loan Group 1, the Available Funds for such Distribution Date and Loan
Group,
reduced by the aggregate amount distributable (or allocable to the Accrual
Amount, if applicable) on such Distribution Date in respect of interest on
the
related Senior Certificates pursuant to Section 4.02(a)(1)(ii) and (b) Loan
Group 2, the Available Funds for such Distribution Date and Loan Group, reduced
by the aggregate amount distributable (or allocable to the Accrual Amount,
if
applicable) on such Distribution Date in respect of interest on the related
Senior Certificates pursuant to Section 4.02(a)(2)(ii).
Amount
Held for Future Distribution: As to any Distribution Date and the
Mortgage Loans in a Loan Group, the aggregate amount held in the Certificate
Account at the close of business on the related Determination Date on account
of
(i) Principal Prepayments received after the related Prepayment Period and
Liquidation Proceeds and Subsequent Recoveries received in the month of such
Distribution Date relating to such Loan Group and (ii) all Scheduled Payments
due after the related Due Date relating to such Loan Group.
Applicable
Credit Support Percentage: As defined in Section
4.02(e).
I-2
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value of
the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sale price of the Mortgaged Property at
the
time of the origination of such Mortgage Loan; (ii) with respect to a
Refinancing Mortgage Loan other than a Streamlined Documentation Mortgage
Loan,
the value of the Mortgaged Property based upon the appraisal made-at the
time of
the origination of such Refinancing Mortgage Loan; and (iii) with respect
to a
Streamlined Documentation Mortgage Loan, (a) if the loan-to-value ratio with
respect to the Original Mortgage Loan at the time of the origination thereof
was
80% or less and the loan amount of the new mortgage loan is $650,000 or less,
the value of the Mortgaged Property based upon the appraisal made at the
time of
the origination of the Original Mortgage Loan and (b) if the loan-to-value
ratio
with respect to the Original Mortgage Loan at the time of the origination
thereof was greater than 80% or the loan amount of the new loan being originated
is greater than $650,000, the value of the Mortgaged Property based upon
the
appraisal (which may be a drive-by appraisal) made at the time of the
origination of such Streamlined Documentation Mortgage Loan.
Assumed
Balance: For a Distribution Date and Loan Group, an amount equal to the
Subordinated Percentage for that Distribution Date relating to that Loan
Group
of the aggregate of the applicable Non-PO Percentage of the Stated Principal
Balance of each Mortgage Loan in such Loan Group as of the Due Date occurring
in
the month prior to the month of that Distribution Date (after giving effect
to
Principal Prepayments received in the Prepayment Period related to such Due
Date).
Assumed
Interest Amount: With respect to any Distribution Date and each
Class of Subordinated Certificates, one month’s interest accrued during the
related Interest Accrual Period at the Pass-Through Rate for such Class on
the
applicable Assumed Balance immediately prior to that Distribution
Date.
Available
Funds: As to any Distribution Date and the Mortgage Loans in a
Loan Group, the sum of (a) the aggregate amount held in the
Certificate Account at the close of business on the related Determination
Date,
including any Subsequent Recoveries, in respect of such Mortgage Loans, net
of
the related Amount Held for Future Distribution and net of amounts permitted
to
be withdrawn from the Certificate Account pursuant to clauses (i) – (viii),
inclusive, of Section 3.08(a) in respect of such Mortgage Loans and amounts
permitted to be withdrawn from the Distribution Account pursuant to clauses
(i)
– (v), inclusive, of Section 3.08(b) in respect of such Mortgage Loans, (b)
the
amount of the related Advance and (c) in connection with Defective Mortgage
Loans in such Loan Group, as applicable, the aggregate of the Purchase Prices
and Substitution Adjustment Amounts deposited on the related Distribution
Account Deposit Date; provided, however, that on a Senior Termination Date,
Available Funds with respect to the Loan Group relating to the remaining
Senior
Certificate Group shall include the Available Funds from the other Loan Group
after all distributions are made on the Senior Certificates of the other
Senior
Certificate Group and on any Distribution Date thereafter, Available Funds
shall
be calculated based upon all the Mortgage Loans in the Mortgage Pool, as
opposed
to the Mortgage Loans in the related Loan Group.
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Book-Entry
Certificates: As specified in the Preliminary
Statement.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day
on which banking institutions in the City of New York, New York, or the States
of California or Texas or the city in which the Corporate Trust Office of
the
Trustee is located are authorized or obligated by law or executive order
to be
closed.
I-3
Calculation
Rate: For each Distribution Date, the product of (i) 10 and (ii) the
weighted average rate of the outstanding Class A and Class B Interests, treating
each Class A Interest as having an interest rate of 0.00% per
annum.
Ceiling
Rate: With respect to each Class of Covered Certificates, the
applicable percentages set forth below.
|
Class
of Certificates
|
Ceiling
Rate
|
|
Class
1-A-1 Certificates
|
8.90%
|
|
Class
1-A-3 Certificates
|
9.15%
|
Certificate: Any
one of the Certificates executed by the Trustee in substantially the forms
attached hereto as exhibits.
Certificate
Account: The separate Eligible Account or Accounts created and
maintained by the Master Servicer pursuant to Section 3.05 with a depository
institution, initially Countrywide Bank, N.A., in the name of the Master
Servicer for the benefit of the Trustee on behalf of Certificateholders and
designated “Countrywide Home Loans Servicing LP, in trust for the registered
holders of Alternative Loan Trust 2007-4CB, Mortgage Pass-Through Certificates,
Series 2007-4CB.”
Certificate
Balance: With respect to any Certificate at any date (other than
the Notional Amount Certificates), the maximum dollar amount of principal
to
which the Holder thereof is then entitled hereunder, such amount being equal
to
the Denomination thereof (A) plus any increase in the Certificate Balance
of
each Certificate pursuant to Section 4.02 due to the receipt of Subsequent
Recoveries, (B) minus the sum of (i) all distributions of principal previously
made with respect thereto and (ii) all Realized Losses allocated thereto
and, in
the case of the Subordinated Certificates, all other reductions in Certificate
Balance previously allocated thereto pursuant to Section 4.04 and (C) in
the
case of any Class of Accrual Certificates, increased by the Accrual Amount
added
to the Class Certificate Balance of such Class prior to such
date. The Notional Amount Certificates have no Certificate
Balances.
Certificate
Group: The Group 1 Certificates or the Group 2 Certificates, as
the context requires.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate. For the
purposes of this Agreement, in order for a Certificate Owner to enforce any
of
its rights hereunder, it shall first have to provide evidence of its beneficial
ownership interest in a Certificate that is reasonably satisfactory to the
Trustee, the Depositor, and/or the Master Servicer, as applicable.
Certificate
Register: The register maintained pursuant to Section 5.02
hereof.
Certificateholder
or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose
of
giving any consent pursuant to this Agreement, any Certificate registered
in the
name of the Depositor or any affiliate of the Depositor shall be deemed not
to
be Outstanding and the Percentage Interest evidenced thereby shall not be
taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that
if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be Outstanding for purposes of any provision hereof (other than the second
sentence of Section 10.01 hereof) that requires the consent of the Holders
of
Certificates of a particular Class as a condition to the taking of any
action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Depositor or any affiliate of the Depositor in determining
which Certificates are registered in the name of an affiliate of the
Depositor.
I-4
Certification
Party: As defined in Section 11.05.
Certifying
Person: As defined in Section 11.05.
Class: All
Certificates bearing the same class designation as set forth in the Preliminary
Statement.
Class Certificate
Balance: With respect to any Class and as to any date of
determination, the aggregate of the Certificate Balances of all Certificates
of
such Class as of such date.
Class Interest
Shortfall: As to any Distribution Date and Class, the amount by
which the amount described in clause (i) of the definition of Class Optimal
Interest Distribution Amount for such Class exceeds the amount of interest
actually distributed on such Class on such Distribution Date pursuant to
such clause (i).
Class Optimal
Interest Distribution Amount: With respect to any Distribution
Date and interest bearing Class or, with respect to any interest-bearing
Component, the sum of (i) one month’s interest accrued during the related
Interest Accrual Period at the Pass-Through Rate for such Class on the
related Class Certificate Balance, Component Balance, Notional Amount or
Component Notional Amount, as applicable, immediately prior to such Distribution
Date, subject to reduction as provided in Section 4.02(d) and (ii) any
Class Unpaid Interest Amounts for such Class or
Component. Interest on any Class of Certificates shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
Class
PO Component: The Class PO-1 or Class PO-2 Component, as
applicable.
Class
PO Deferred Amount: As to any Distribution Date and Loan Group,
the aggregate of the applicable PO Percentage of each Realized Loss on a
Discount Mortgage Loan in that Loan Group to be allocated to the related
Class
PO Component on such Distribution Date on or prior to the related Senior
Credit
Support Depletion Date or previously allocated to such Class PO Component
and
not yet paid to the Holders of the Class PO Certificates.
Class Subordination
Percentage: With respect to any Distribution Date and each
Class of Subordinated Certificates, the quotient (expressed as a
percentage) of (a) the Class Certificate Balance of such Class of
Subordinated Certificates immediately prior to such Distribution Date divided
by
(b) the aggregate of the Class Certificate Balances immediately prior to
such Distribution Date of all Classes of Certificates.
Class Unpaid
Interest Amounts: As to any Distribution Date and Class of
interest bearing Certificates, the amount by which the aggregate
Class Interest Shortfalls for such Class on prior Distribution Dates
exceeds the amount distributed on such Class on prior Distribution Dates
pursuant to clause (ii) of the definition of Class Optimal Interest
Distribution Amount.
Closing
Date: February 27, 2007.
I-5
Code: The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
COFI: The
Monthly Weighted Average Cost of Funds Index for the Eleventh District Savings
Institutions published by the Federal Home Loan Bank of San
Francisco.
COFI
Certificates: As specified in the Preliminary
Statement.
Combined
Certificates: As specified in the Preliminary
Statement.
Combined
Certificates Payment Rule: Not applicable.
Commission: The
U.S. Securities and Exchange Commission.
Compensating
Interest: As to any Distribution Date and Loan Group an amount
equal to the product of one-twelfth of 0.125% and the aggregate Stated Principal
Balance of the Mortgage Loans in such Loan Group as of the Due Date in the
prior
calendar month.
Component: As
specified in the Preliminary Statement.
Component
Balance: With respect to any Component and any Distribution Date,
the Initial Component Balance thereof on the Closing Date, (A) plus any increase
in the Component Balance of such Component pursuant to Section 4.02 due to
the
receipt of Subsequent Recoveries, (B) minus the sum of all amounts applied
in
reduction of the principal balance of such Component and Realized Losses
allocated thereto on previous Distribution Dates.
Component
Certificates: As specified in the Preliminary
Statement.
Component
Notional Amount: Not applicable.
Confirmation: With
respect to the Class 1-A-1 Certificates, the confirmation (reference number:
5048197/5048198), dated February 27, 2007, evidencing a transaction between
the
Corridor Contract Counterparty and the Supplemental Interest
Trustee. With respect to the Class 1-A-3 Certificates, the
confirmation (reference number: 2448834/2448835), dated February 27, 2007,
evidencing a transaction between the Corridor Contract Counterparty and the
Supplemental Interest Trustee.
Coop
Shares: Shares issued by a Cooperative Corporation.
Cooperative
Corporation: The entity that holds title (fee or an acceptable leasehold
estate) to the real property and improvements constituting the Cooperative
Property and which governs the Cooperative Property, which Cooperative
Corporation must qualify as a Cooperative Housing Corporation under Section
216
of the Code.
Cooperative
Loan: Any Mortgage Loan secured by Coop Shares and a Proprietary
Lease.
Cooperative
Property: The real property and improvements owned by the Cooperative
Corporation, including the allocation of individual dwelling units to the
holders of the Coop Shares of the Cooperative Corporation.
Cooperative
Unit: A single family dwelling located in a Cooperative
Property.
I-6
Corporate
Trust Office: The designated office of the Trustee in the State
of New York at which at any particular time its corporate trust business
with
respect to this Agreement shall be administered, which office at the date
of the
execution of this Agreement is located at 000 Xxxxxxx Xxxxxx, 0X, Xxx Xxxx,
Xxx
Xxxx 00000 (Attn: Mortgage-Backed Securities Group, CWALT, Inc.
Series 2007-4CB), facsimile no. (000) 000-0000, and which is the address to
which notices to and correspondence with the Trustee should be
directed.
Corridor
Contract: With respect to: (i) the Class 1-A-1 and (ii) the Class
1-A-3 Certificates, the transactions evidenced by the related Confirmation,
a
form of which is attached hereto as Exhibit R.
Corridor
Contract Counterparty: Bank of America, N.A.
Corridor
Contract Reserve Fund: The separate fund created and initially
maintained by the Supplemental Interest Trustee pursuant to Section 3.05(g)
in
the name of the Supplemental Interest Trustee for the benefit of the Holders
of
the Covered Certificates and designated “The Bank of New York in trust for
registered holders of CWALT, Inc., Alternative Loan Trust 2007-4CB, Mortgage
Pass-Through Certificates, Series 2007-4CB.” Funds in the Corridor
Contract Reserve Fund shall be held in trust for the Holders of the Covered
Certificates for the uses and purposes set forth in this
Agreement. For all federal income tax purposes, the Corridor Contract
Reserve Fund will be beneficially owned by the Underwriter
(Senior).
Corridor
Contract Scheduled Termination Date: With respect to the Class
1-A-1 Certificates, the Distribution Date in September 2008. With
respect to the Class 1-A-3 Certificates the Distribution Date in October
2013.
Countrywide: Countrywide
Home Loans, Inc., a New York corporation, and its successors and assigns,
in its
capacity as the seller of the Countrywide Mortgage Loans to the
Depositor.
Countrywide
Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Countrywide is the applicable
Seller.
Covered
Certificates: The Class 1-A-1 and Class 1-A-3
Certificates.
Cross-Over
Situation: For any Distribution Date and for each Loan Group
(after taking into account principal distributions on such Distribution Date)
with respect to the Class A and Class B Lower Tier REMIC Interests, a situation
in which the Class A and Class B Interests corresponding to any Loan Group
are
in the aggregate less than 1% of the Subordinated Portion of the Loan Group
to
which they correspond.
Cut-off
Date: In the case of any Mortgage Loan, the later of (i) the date
of origination of such Mortgage Loan and (ii) February 1, 2007.
Cut-off
Date Pool Principal Balance: $584,995,651.77.
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 which became final and
non-appealable, except such a reduction resulting from a Deficient Valuation
or
any reduction that results in a permanent forgiveness of principal.
I-7
Defective
Mortgage Loan: Any Mortgage Loan which is required to be
repurchased pursuant to Section 2.02 or 2.03.
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less
than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in
the amount of principal to be paid in connection with any Scheduled Payment
that
results in a permanent forgiveness of principal, which valuation or reduction
results from an order of such court which is final and non-appealable in
a
proceeding under the Bankruptcy Code.
Definitive
Certificates: Any Certificate evidenced by a Physical Certificate
and any Certificate issued in lieu of a Book-Entry Certificate pursuant to
Section 5.02(e).
Delay
Certificates: As specified in the Preliminary Statement.
Delay
Delivery Certification: As defined in Section 2.02(a)
hereof.
Delay
Delivery Mortgage Loans: The Mortgage Loans for which all or a
portion of a related Mortgage File is not delivered to the Trustee on the
Closing Date. The number of Delay Delivery Mortgage Loans shall not
exceed 50% of the aggregate number of Mortgage Loans in each Loan Group as
of
the Closing Date. To the extent that Countrywide Home Loans Servicing
LP shall be in possession of any Mortgage Files with respect to any Delay
Delivery Mortgage Loan, until delivery of such Mortgage File to the Trustee
as
provided in Section 2.01, Countrywide Home Loans Servicing LP shall hold
such
files as Master Servicer hereunder, as agent and in trust for the
Trustee.
Deleted
Mortgage Loan: As defined in Section 2.03(c) hereof.
Denomination: With
respect to each Certificate, the amount set forth on the face thereof as
the
“Initial Certificate Balance of this Certificate” or the “Initial Notional
Amount of this Certificate” or, if neither of the foregoing, the Percentage
Interest appearing on the face thereof.
Depositable
Certificates: As specified in the Preliminary
Statement.
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 which is two
Business Days preceding such Distribution Date.
I-8
Discount
Mortgage Loan: Any Mortgage Loan in a Loan Group with an Adjusted
Net Mortgage Rate that is less than the Required Coupon for that Loan
Group.
Distribution
Account: The separate Eligible Account created and maintained by
the Trustee pursuant to Section 3.05 in the name of the Trustee for the benefit
of the Certificateholders and designated “The Bank of New York in trust for
registered holders of Alternative Loan Trust 2007-4CB, Mortgage Pass-Through
Certificates, Series 2007-4CB.” Funds in the Distribution Account
shall be held in trust for the Certificateholders for the uses and purposes
set
forth in this Agreement.
Distribution
Account Deposit Date: As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Distribution
Date: The 25th day of each calendar month after the initial
issuance of the Certificates, or if such 25th day is not a Business Day,
the
next succeeding Business Day, commencing in March 2007.
Due
Date: With respect to any Distribution Date, the related Due Date
is the first day of the month in which that Distribution Date
occurs.
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of 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
Repurchase Month: As defined in Section 3.11 hereof.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting: A best efforts or firm commitment underwriting or
private placement that meets the requirements of the Underwriter’s
Exemption.
ERISA-Restricted
Certificate: As specified in the Preliminary
Statement.
ES
Trust: The separate trust created under this Agreement pursuant
to Section 5.07.
I-9
ES
Trust Certificate: Any Class of Certificates issued by the ES
Trust and representing beneficial ownership of one or more uncertificated
Master
REMIC Interests held by such ES Trust.
Escrow
Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.06(a) hereof.
Event
of Default: As defined in Section 7.01 hereof.
Excess
Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds received with
respect to such Mortgage Loan during the calendar month in which such Mortgage
Loan became a Liquidated Mortgage Loan plus any Subsequent Recoveries received
with respect to such Mortgage Loan, net of any amounts previously reimbursed
to
the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the Due Date in the month in which
such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest
at
the Mortgage Rate from the Due Date as to which interest was last paid or
advanced (and not reimbursed) to Certificateholders up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed by the Depositor with respect to the Trust Fund under
the
Exchange Act.
Exchange
Fee: As defined in Section 5.07(e).
Exchangeable
Certificates: As specified in the Preliminary
Statement.
Exchangeable
Certificates Distribution Account: The separate Eligible Account
created and maintained by the Trustee on behalf of the ES Trust pursuant
to
Section 5.07(a) in the name of the Trustee for the benefit of the Holders
of the
Exchangeable Certificates and designated “The Bank of New York in trust for
registered Holders of Alternative Loan Trust 2007-4CB, Mortgage Pass-Through
Certificates, Series 2007-4CB.” Funds in the Exchangeable
Certificates Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Expense
Rate: As to each Mortgage Loan, the sum of the Master Servicing
Fee Rate and the Trustee Fee Rate.
FDIC: The
Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The
Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home
Finance
Act of 1970, as amended, or any successor thereto.
Final
Certification: As defined in Section 2.02(a) hereof.
FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fitch: Fitch,
Inc., or any successor thereto. If Fitch is designated as a Rating
Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
address for notices to Fitch shall be Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage
Surveillance Group, or such other address as Fitch may hereafter furnish
to the
Depositor and the Master Servicer.
I-10
FNMA: The
Federal National Mortgage Association, a federally chartered and privately
owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
Form
10-D Disclosure Item: With respect to any Person, any material
litigation or governmental proceedings pending (a) against such Person, or
(b)
against any of the Trust Fund, the Depositor, the Trustee, the co-trustee,
the
Master Servicer or any Subservicer if such Person has actual knowledge
thereof.
Form
10-K Disclosure Item: With respect to any Person, (a) any Form
10-D Disclosure Item and (b) any affiliations or relationships between such
Person and any Item 1119 Party.
Grantor
Trust: A trust described in Section 671 of the Code, the items of
income, deductions and credits of which must be included in computing the
taxable income and credits of the person treated as the owner of such trust
(either the grantor or other person designated under the Code).
Group
1 Mortgage Loans: The Mortgage Loans in Loan Group
1.
Group
1 Senior Certificates: As specified in the Preliminary
Statement.
Group
2 Mortgage Loans: The Mortgage Loans in Loan Group
2.
Group
2 Senior Certificates: As specified in the Preliminary
Statement.
Index: With
respect to any Interest Accrual Period for the COFI Certificates, if any,
the
then-applicable index used by the Trustee pursuant to Section 4.07 to determine
the applicable Pass-Through Rate for such Interest Accrual Period for the
COFI
Certificates.
Indirect
Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Initial
Certification: As defined in Section 2.02(a) hereof.
Initial
Component Balance: As specified in the Preliminary
Statement.
Initial
LIBOR Rate: 5.32% per annum.
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.
I-11
Interest
Accrual Period: With respect to each Class of Delay Certificates,
its corresponding Lower Tier 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 Lower Tier
REMIC Regular Interest and any Distribution Date, the one month period
commencing on the 25th day of the month preceding the month in which such
Distribution Date occurs and ending on the 24th day of the month in which
such
Distribution Date occurs.
Interest
Determination Date: With respect to (a) any Interest Accrual
Period for any LIBOR Certificates and (b) any Interest Accrual Period for
the
COFI Certificates for which the applicable Index is LIBOR, the second Business
Day prior to the first day of such Interest Accrual Period.
Item
1119 Party: The Depositor, any Seller, the Master Servicer, the
Trustee, any Subservicer, any originator identified in the Prospectus
Supplement, the Corridor Contract 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 borrower) acquires the Primary Insurance Policy and charges
the
related borrower an interest premium.
LIBOR: The
London interbank offered rate for one-month United States dollar deposits
calculated in the manner described in Section 4.08.
LIBOR
Certificates: As specified in the Preliminary
Statement.
Limited
Exchange Act Reporting Obligations: The obligations of the Master
Servicer under Section 3.16(b), Section 6.02 and Section 6.04 with respect
to
notice and information to be provided to the Depositor and Article XI (except
Section 11.07(a)(1) and (2)).
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) which was liquidated in the calendar
month preceding the month of such Distribution Date and as to which the Master
Servicer has determined (in accordance with this Agreement) that it has received
all amounts it expects to receive in connection with the liquidation of such
Mortgage Loan, including the final disposition of an REO Property.
Liquidation
Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage
Loans,
whether through trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Master Servicing Fees, Servicing Advances
and Advances.
Loan
Group: Any of Loan Group 1 or Loan Group 2, as
applicable.
Loan
Group 1: All Mortgage Loans identified as Group 1 Mortgage Loans
on the Mortgage Loan Schedule.
I-12
Loan
Group 2: All Mortgage Loans identified as Group 2 Mortgage Loans
on the Mortgage Loan Schedule.
Loan
Group Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balance of the Mortgage Loans in that
Loan
Group as of the Due Date in the month preceding the month of the Distribution
Date (after giving effect to Principal Prepayments received in the Prepayment
Period related to such prior Due Date).
Loan-to-Value
Ratio: With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of
which
is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the
related
Mortgaged Property.
Lost
Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Maintenance: With
respect to any Cooperative Unit, the rent paid by the Mortgagor to the
Cooperative Corporation pursuant to the Proprietary Lease.
Majority
in Interest: As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate, at
least 51% of the Percentage Interests evidenced by all Certificates of such
Class.
Master
REMIC: As described in the Preliminary Statement.
Master
Servicer: Countrywide Home Loans Servicing LP, a Texas limited
partnership, and its successors and assigns, in its capacity as master servicer
hereunder.
Master
Servicer Advance Date: As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution
Date.
Master
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount payable out of each full payment of interest received on
such
Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of
the Due Date in the month preceding the month of such Distribution Date,
subject
to reduction as provided in Section 3.14.
Master
Servicing Fee Rate: With respect to each Mortgage Loan, 0.250%
per annum.
MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS
®
System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The
Mortgage Identification Number for any MERS Mortgage Loan.
I-13
MOM
Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 4.06.
Moody’s: Xxxxx’x
Investors Service, Inc., or any successor thereto. If Xxxxx’x is
designated as a Rating Agency in the Preliminary Statement, for purposes
of
Section 10.05(b) the address for notices to Moody’s shall be Xxxxx’x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Pass-Through Monitoring, or such other address as Moody’s may
hereafter furnish to the Depositor or the Master Servicer.
Mortgage: The
mortgage, deed of trust or other instrument creating a first lien on an estate
in fee simple or leasehold interest in real property securing a Mortgage
Note.
Mortgage
File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loans: Such of the mortgage loans as from time to time are
transferred and assigned to the Trustee pursuant to the provisions hereof
and
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
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Master Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions
of
this Agreement) transferred to the Trustee as part of the Trust Fund and
from
time to time subject to this Agreement, attached hereto as Schedule I, setting
forth the following information with respect to each Mortgage Loan by Loan
Group:
|
|
(i)
|
the
loan number;
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|
|
(ii)
|
the
Mortgagor’s name and the street address of the Mortgaged Property,
including the zip code;
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|
|
(iii)
|
the
maturity date;
|
|
|
(iv)
|
the
original principal balance;
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|
(v)
|
the
Cut-off Date Principal Balance;
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|
(vi)
|
the
first payment date of the Mortgage
Loan;
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|
|
(vii)
|
the
Scheduled Payment in effect as of the Cut-off
Date;
|
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|
(viii)
|
the
Loan-to-Value Ratio at origination;
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|
|
(ix)
|
a
code indicating whether the residential dwelling at the time of
origination was represented to be
owner-occupied;
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(x)
|
a
code indicating whether the residential dwelling is either (a)
a detached
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;
|
I-14
|
|
(xi)
|
the
Mortgage Rate;
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|
(xii)
|
a
code indicating whether the Mortgage Loan is a Countrywide Mortgage
Loan,
a Park Granada Mortgage Loan, a Park Monaco Mortgage Loan or a
Park Sienna
Mortgage Loan;
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|
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(xiii)
|
a
code indicating whether the Mortgage Loan is a Lender PMI Mortgage
Loan
and, in the case of any Lender PMI Mortgage Loan, a percentage
representing the amount of the related interest premium charged
to the
borrower;
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(xiv)
|
the
purpose for the Mortgage Loan;
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(xv)
|
the
type of documentation program pursuant to which the Mortgage Loan
was
originated;
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(xvi)
|
[Reserved];
and
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(xvii)
|
a
code indicating whether the Mortgage Loan is a MERS Mortgage
Loan.
|
Such
schedule shall also set forth the total of the amounts described under (iv)
and
(v) above for all of the Mortgage Loans and for each Loan Group.
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.
MTR-A-R
Interest: As specified in the Preliminary Statement.
National
Cost of Funds Index: The National Monthly Median Cost of Funds
Ratio to SAIF-Insured Institutions published by the Office of Thrift
Supervision.
Net
Prepayment Interest Shortfalls: As to any Distribution Date and
Loan Group, the amount by which the aggregate of the Prepayment Interest
Shortfalls for such Loan Group and Distribution Date exceeds an amount equal
to
the sum of (a) the Compensating Interest for such Loan Group and Distribution
Date and (b) the excess, if any, of the Compensating Interest for the other
Loan
Group for such Distribution Date over the Prepayment Interest Shortfalls
for
such other Loan Group and Distribution Date.
Non-Delay
Certificates: As specified in the Preliminary
Statement.
I-15
Non-Discount
Mortgage Loan: Any Mortgage Loan in a Loan Group with an Adjusted
Net Mortgage Rate that is greater than or equal to the Required Coupon for
such
Loan Group.
Non-PO
Formula Principal Amount: As to any Distribution Date and Loan
Group, the sum of (i) the sum of the applicable Non-PO Percentage of (a)
the
principal portion of each Scheduled Payment (without giving effect to any
reductions thereof caused by any Debt Service Reductions or Deficient
Valuations) due on each Mortgage Loan in the related Loan Group on the related
Due Date, (b) the Stated Principal Balance of each Mortgage Loan in the related
Loan Group that was repurchased by a Seller or purchased by the Master Servicer
pursuant to this Agreement as of such Distribution Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Mortgage Loan in such Loan
Group received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans in the related Loan Group that are not yet Liquidated Mortgage
Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Mortgage Loan in a Loan Group
that
became a Liquidated Mortgage Loan during the calendar month preceding the
month
of such Distribution Date, the amount of the Liquidation Proceeds allocable
to
principal received during the calendar month preceding the month of such
Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments for such Loan Group received during the related Prepayment Period
and (ii) (A) any Subsequent Recoveries received on the Mortgage Loans in
that
Loan Group during the calendar month preceding the month of such Distribution
Date, or (B) with respect to Subsequent Recoveries attributable to a Discount
Mortgage Loan in such Loan Group which incurred a Realized Loss after the
Senior
Credit Support Depletion Date, the Non-PO Percentage of any such Subsequent
Recoveries received during the calendar month preceding the month of such
Distribution Date.
Non-PO
Percentage: As to any Discount Mortgage Loan in a Loan Group, a
fraction (expressed as a percentage) the numerator of which is the Adjusted
Net
Mortgage Rate of such Discount Mortgage Loan and the denominator of which
is the
Required Coupon for such Loan Group. As to any Non-Discount Mortgage
Loan, 100%.
Non-PO
Pool Balance: As to any Loan Group and any Due Date, the amount
equal to the excess, if any, of (i) the aggregate Stated Principal Balance
of
all Mortgage Loans in that Loan Group over (ii) the sum of the PO Percentage
of
the Stated Principal Balance of each Discount Mortgage Loan in that Loan
Group.
Nonrecoverable
Advance: Any portion of an Advance previously made or proposed to
be made by the Master Servicer that, in the good faith judgment of the Master
Servicer, will not be ultimately recoverable by the Master Servicer from
the
related Mortgagor, related Liquidation Proceeds, Subsequent Recoveries or
otherwise.
Notice
of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.
Notional
Amount: With respect to any Distribution Date and:
(i) the
Class 1-A-2 Certificates will equal the Class Certificate Balance of the
Class
1-A-1 Certificates immediately prior to such Distribution Date;
(ii) the
Class 1-A-4 Certificates will equal the Class Certificate Balance of the
Class
1-A-3 Certificates immediately prior to such Distribution Date;
I-16
(iii) the
Class 1-A-14 Certificates will equal the sum of (a) the product of (1) the
Class
Certificate Balance of the Class 1-A-12 Certificates immediately prior to
such
Distribution Date and (2) a fraction, the numerator of which is 0.50 and
the
denominator of which is 5.75 and (b) the product of (1) the Class Certificate
Balance of the Class 1-A-13 Certificates immediately prior to such Distribution
Date and (2) a fraction, the numerator of which is 0.25 and the denominator
of
which is 5.75;
(iv) the
Class 1-A-17 Certificates will equal the sum of (a) the product of (1) the
Class
Certificate Balance of the Class 1-A-15 Certificates immediately prior to
such
Distribution Date and (2) a fraction, the numerator of which is 0.50 and
the
denominator of which is 5.75 and (b) the product of (1) the Class Certificate
Balance of the Class 1-A-16 Certificates immediately prior to such Distribution
Date and (2) a fraction, the numerator of which is 0.25 and the denominator
of
which is 5.75;
(v) the
Class 1-A-21 Certificates will equal the sum of (a) the product of (1) the
Class
Certificate Balance of the Class 1-A-18 Certificates immediately prior to
such
Distribution Date and (2) a fraction, the numerator of which is 0.50 and
the
denominator of which is 5.75 and (b) the product of (1) the Class Certificate
Balance of the Class 1-A-19 Certificates immediately prior to such Distribution
Date and (2) a fraction, the numerator of which is 0.25 and the denominator
of
which is 5.75;
(vi) the
Class 1-A-24 Certificates will equal the sum of (a) the product of (1) the
Class
Certificate Balance of the Class 1-A-22 Certificates immediately prior to
such
Distribution Date and (2) a fraction, the numerator of which is 0.50 and
the
denominator of which is 5.75 and (b) the product of (1) the Class Certificate
Balance of the Class 1-A-23 Certificates immediately prior to such Distribution
Date and (2) a fraction, the numerator of which is 0.25 and the denominator
of
which is 5.75;
(vii)
the Class 1-A-27 Certificates will equal the sum of (a) the product of (1)
the
Class Certificate Balance of the Class 1-A-25 Certificates immediately prior
to
such Distribution Date and (2) a fraction, the numerator of which is 0.50
and
the denominator of which is 5.75 and (b) the product of (1) the Class
Certificate Balance of the Class 1-A-26 Certificates immediately prior to
such
Distribution Date and (2) a fraction, the numerator of which is 0.25 and
the
denominator of which is 5.75;
(viii)
the Class 1-A-30 Certificates will equal the sum of (a) the product of (1)
the
Class Certificate Balance of the Class 1-A-28 Certificates immediately prior
to
such Distribution Date and (2) a fraction, the numerator of which is 0.50
and
the denominator of which is 5.75 and (b) the product of (1) the Class
Certificate Balance of the Class 1-A-29 Certificates immediately prior to
such
Distribution Date and (2) a fraction, the numerator of which is 0.25 and
the
denominator of which is 5.75;
(ix)
the Class 2-A-9 Certificates will equal the sum of (a) the product of (1)
the
Class Certificate Balance of the Class 2-A-2 Certificates immediately prior
to
such Distribution Date and (2) a fraction, the numerator of which is 1.75
and
the denominator of which is 7.00, (b) the product of (1) the Class Certificate
Balance of the Class 2-A-3 Certificates immediately prior to such Distribution
Date and (2) a fraction, the numerator of which is 1.50 and the denominator
of
which is 7.00, (c) the product of (1) the Class Certificate Balance of the
Class
2-A-4 Certificates immediately prior to such Distribution Date and (2) a
fraction, the numerator of which is 1.25 and the denominator of which is
7.00,
(d) the product of (1) the Class Certificate Balance of the Class 2-A-5
Certificates immediately prior to such Distribution Date and (2) a fraction,
the
numerator of which is 1.00 and the denominator of which is 7.00, (e) the
product
of (1) the Class Certificate Balance of the Class 2-A-6 Certificates immediately
prior to such Distribution Date and (2) a fraction, the numerator of which
is
0.75 and the denominator of which is 7.00, (f) the product of (1) the Class
Certificate Balance of the Class 2-A-7 Certificates immediately prior to
such
Distribution Date and (2) a fraction, the numerator of which is 0.50 and
the
denominator of which is 7.00 and (g) the product of (1) the Class Certificate
Balance of the Class 2-A-8 Certificates immediately prior to such Distribution
Date and (2) a fraction, the numerator of which is 0.25 and the denominator
of
which is 7.00;
I-17
(x)
the Class 1-X Certificates for any Distribution Date will equal the aggregate
Stated Principal Balance of the Non-Discount mortgage loans in loan group
1 as
of the Due Date in the preceding calendar month (after giving effect to
prepayments received in the Prepayment Period related to such prior Due Date)
and
(xi)
the Class 2-X Certificates for any Distribution Date will equal the aggregate
Stated Principal Balance of the Non-Discount mortgage loans in loan group
2 as
of the Due Date in the preceding calendar month (after giving effect to
prepayments received in the Prepayment Period related to such prior Due
Date).
Notional
Amount Certificates: As specified in the Preliminary
Statement.
Offered
Certificates: As specified in the Preliminary
Statement.
Officer’s
Certificate: A certificate (i) in the case of the Depositor,
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President, a Managing Director, a Vice President (however denominated), an
Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of
the
Master Servicer, signed by the President, an Executive Vice President, a
Vice
President, an Assistant Vice President, the Treasurer, or one of the Assistant
Treasurers or Assistant Secretaries of Countrywide GP, Inc., its general
partner, (iii) if provided for in this Agreement, signed by a Servicing Officer,
as the case may be, and delivered to the Depositor and the Trustee, as the
case
may be, as required by this Agreement or (iv) in the case of any other Person,
signed by an authorized officer of such Person.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for
a Seller, the Depositor or the Master Servicer, including, in-house counsel,
reasonably acceptable to the Trustee; provided, however, that with respect
to
the interpretation or application of the REMIC Provisions, such counsel must
(i)
in fact be independent of a Seller, the Depositor and the Master Servicer,
(ii)
not have any direct financial interest in a Seller, the Depositor or the
Master
Servicer or in any affiliate thereof, and (iii) not be connected with a Seller,
the Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
Optional
Termination: The termination of the trust created hereunder in
connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a)
hereof.
Original
Applicable Credit Support Percentage: With respect to each of the
following Classes of Certificates, the corresponding percentage described
below,
as of the Closing Date:
|
Class
of Certificates
|
Original
Applicable Credit Support Percentage |
|
Class
M
|
4.00%
|
|
Class
B-1
|
2.35%
|
|
Class
B-2
|
1.55%
|
|
Class
B-3
|
1.00%
|
|
Class
B-4
|
0.60%
|
|
Class
B-5
|
0.30%
|
I-18
Original
Mortgage Loan: The mortgage loan refinanced in connection with
the origination of a Refinancing Mortgage Loan.
Original
Subordinate Principal Balance: For any Distribution Date (a) on
or prior to a Senior Termination Date, the Subordinated Percentage for a
Loan
Group of the aggregate of the applicable Non-PO Percentage of the Stated
Principal Balances of the Mortgage Loans in such Loan Group, in each case
as of
the Cut-off Date; or (b) is after a Senior Termination Date, the aggregate
of
the Class Certificate Balances of the Subordinated Certificates as of the
Closing Date.
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.
Outstanding: With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(i) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(ii) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated
Principal Balance greater than zero, which was not the subject of a Principal
Prepayment in Full prior to such Due Date or during the Prepayment Period
related to such Due Date and which did not become a Liquidated Mortgage Loan
prior to such Due Date.
Overcollateralized
Group: As defined in Section 4.05.
Ownership
Interest: As to any Residual Certificate, any ownership interest
in such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal
or
beneficial.
Park
Granada: Park Granada LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Granada Mortgage Loans to the Depositor.
Park
Granada Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Granada is the applicable
Seller.
Park
Monaco: Park Monaco Inc., a Delaware corporation, and its
successors and assigns, in its capacity as the seller of the Park Monaco
Mortgage Loans to the Depositor.
I-19
Park
Monaco Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Monaco is the applicable
Seller.
Park
Sienna: Park Sienna LLC, a Delaware limited liability company,
and its successors and assigns, in its capacity as the seller of the Park
Sienna
Mortgage Loans to the Depositor.
Park
Sienna Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which Park Sienna is the applicable
Seller.
Pass-Through
Rate: For any interest bearing Class of Certificates or
Component, the per annum rate set forth or calculated in the manner described
in
the Preliminary Statement.
Percentage
Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to
the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same
Class.
Performance
Certification: As defined in Section 11.05.
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;
|
I-20
|
|
(v)
|
repurchase
obligations with respect to any security described in clauses (i)
and (ii)
above, in either case entered into with a depository institution
or trust
company (acting as principal) described in clause (iv)
above;
|
|
|
(vi)
|
units
of a taxable money-market portfolio having the highest rating assigned
by
each Rating Agency (except if Fitch is a Rating Agency and has
not rated
the portfolio, the highest rating assigned by Moody’s) and restricted to
obligations issued or guaranteed by the United States of America
or
entities whose obligations are backed by the full faith and credit
of the
United States of America and repurchase agreements collateralized
by such
obligations; and
|
|
|
(vii)
|
such
other relatively risk free investments bearing interest or sold
at a
discount acceptable to each Rating Agency as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by either Rating Agency, as evidenced by a signed writing delivered
by
each Rating Agency
|
provided,
that no such instrument shall be a Permitted Investment if such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument.
Permitted
Transferee: Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality
of any
of the foregoing, (ii) a foreign government, International Organization or
any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the
tax
imposed by section 511 of the Code on unrelated business taxable income)
on any
excess inclusions (as defined in section 860E(c)(l) 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 hereunder to fail to qualify as a REMIC at any time that the Certificates
are outstanding. The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be
treated as an instrumentality of the United States or of any State or political
subdivision thereof for these purposes if all of its activities are subject
to
tax and, with the exception of the Federal Home Loan Mortgage Corporation,
a
majority of its board of directors is not selected by such government
unit.
Person: Any
individual, corporation, partnership, joint venture, limited liability company,
association, joint-stock company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Physical
Certificate: As specified in the Preliminary
Statement.
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Plan: An
“employee benefit plan” as defined in section 3(3) of ERISA that is subject to
Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
subject to section 4975 of the Code, or any Person investing on behalf of
or
with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of
such an employee benefit plan or plan.
Planned
Balance: With respect to any group of Planned Principal Classes
or Components in the aggregate and any Distribution Date appearing in Schedule
V
hereto, the Aggregate Planned Balance for such group and Distribution
Date. With respect to any other Planned Principal Class or Component
and any Distribution Date appearing in Schedule V hereto, the applicable
amount
appearing opposite such Distribution Date for such Class or
Component.
Planned
Principal Classes: As specified in the Preliminary
Statement.
PO
Formula Principal Amount: As to any Distribution Date and Class
PO Component, the sum of (i) the sum of the applicable PO Percentage of (a)
the
principal portion of each Scheduled Payment (without giving effect to any
reductions thereof caused by any Debt Service Reductions or Deficient
Valuations) due on each Mortgage Loan in the related Loan Group on the related
Due Date, (b) the Stated Principal Balance of each Mortgage Loan in the related
Loan Group that was repurchased by a Seller or purchased by the Master Servicer
pursuant to this Agreement as of such Distribution Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Mortgage Loan in the related
Loan Group received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans in the related Loan Group that are not yet Liquidated Mortgage
Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Mortgage Loan in the related
Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during
the
calendar month preceding the month of such Distribution Date with respect
to
such Mortgage Loan, and (f) all Principal Prepayments with respect to the
Mortgage Loans in the related Loan Group received during the related Prepayment
Period and (ii) with respect to Subsequent Recoveries attributable to a Discount
Mortgage Loan in the related Loan Group which incurred a Realized Loss after
the
Senior Credit Support Depletion Date, the PO Percentage of any such Subsequent
Recoveries on the Mortgage Loans in such Loan Group received during the calendar
month preceding the month of such Distribution Date.
PO
Percentage: As to any Discount Mortgage Loan in a Loan Group, a
fraction (expressed as a percentage) the numerator of which is the excess
of the
Required Coupon for such Loan Group over the Adjusted Net Mortgage Rate of
such
Discount Mortgage Loan and the denominator of which is such Required
Coupon. As to any Non-Discount Mortgage Loan, 0%.
Pool
Stated Principal Balance: As of any date of determination, the
aggregate of the Stated Principal Balances of the Outstanding Mortgage
Loans.
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial Principal Prepayment
of such Mortgage Loan within the related Prepayment Charge Period in accordance
with the terms thereof.
Prepayment
Charge Amount: Not applicable.
Prepayment
Charge Period: With respect to any Mortgage Loan, the period of
time during which a Prepayment Charge may be imposed.
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Prepayment
Interest Excess: As to any Principal Prepayment received by the
Master Servicer from the first day through the fifteenth day of any calendar
month (other than the calendar month in which the Cut-off Date occurs), all
amounts paid by the related Mortgagor in respect of interest on such Principal
Prepayment. All Prepayment Interest Excess shall be paid to the
Master Servicer as additional master servicing compensation.
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 February 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 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
February 1, 2007) through the 15th day of
the
calendar month of such Distribution Date.
Prepayment
Shift Percentage: Not applicable.
Primary
Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.
Prime
Rate: The prime commercial lending rate of The Bank of New York,
as publicly announced to be in effect from time to time. The Prime
Rate shall be adjusted automatically, without notice, on the effective date
of
any change in such prime commercial lending rate. The Prime Rate is
not necessarily The Bank of New York’s lowest rate of interest.
Principal
Only Certificates: As specified in the Preliminary Statement.
Principal
Prepayment: Any payment of principal by a Mortgagor on a Mortgage
Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date
or
dates in any month or months subsequent to the month of
prepayment. Partial Principal Prepayments shall be applied by the
Master Servicer in accordance with the terms of the related Mortgage
Note.
Principal
Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Principal
Relocation Payment: A payment from any Loan Group to an Lower
Tier REMIC Regular Interest other than a Regular Interest corresponding to
that Loan Group as provided in the Preliminary Statement. Principal
Relocation Payments from a Loan Group shall be made of the amounts in respect
of
principal from the Mortgage Loans of the Loan Group and shall include a
proportionate allocation of the Realized Losses from the Mortgage Loans of
the
Loan Group.
Priority
Amount: Not applicable.
Priority
Percentage: Not applicable.
Private
Certificate: As specified in the Preliminary
Statement.
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Pro
Rata Share: As to any Distribution Date, the Subordinated
Principal Distribution Amount and any Class of Subordinated Certificates,
the
portion of the Subordinated Principal Distribution Amount allocable to such
Class, equal to the product of the Subordinated Principal Distribution Amount
on
such Distribution Date and a fraction, the numerator of which is the related
Class Certificate Balance thereof and the denominator of which is the
aggregate of the Class Certificate Balances of the Subordinated
Certificates.
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 February 1, 2007
relating to the Offered Certificates.
PUD: Planned
Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be purchased
by a Seller pursuant to Section 2.02 or 2.03 hereof 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 hereof that arises out of a violation of any predatory or
abusive lending law with respect to the related Mortgage Loan.
Qualified
Insurer: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states
to
transact a mortgage guaranty insurance business in such states and to write
the
insurance provided by the insurance policy issued by it, approved as a
FNMA-approved mortgage insurer and having a claims paying ability rating
of at
least “AA” or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan
must have at least as high a claims paying ability rating as the insurer
it
replaces had on the Closing Date.
Rating
Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any such organization or a successor is no longer in
existence, “Rating Agency” shall be such nationally recognized statistical
rating organization, or other comparable Person, identified as a rating agency
under the Underwriter’s Exemption, as is designated by the Depositor, notice of
which designation shall be given to the Trustee. References herein to
a given rating category of a Rating Agency shall mean such rating category
without giving effect to any modifiers.
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal
Balance of the Liquidated Mortgage Loan as of the date of such liquidation,
plus
(ii) interest at the Adjusted Net Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders
up
to the Due Date in the month in which Liquidation Proceeds are required to
be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received
during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Adjusted Net Mortgage Rate and to principal
of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan which
has become the subject of a Deficient Valuation, if the principal amount
due
under the related Mortgage Note has been reduced, the difference between
the
principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced
by
the Deficient Valuation.
I-24
To
the
extent the Master Servicer receives Subsequent Recoveries with respect to
any
Liquidated Mortgage Loan, the amount of the Realized Loss with respect to
that
Mortgage Loan will be reduced by 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.
Recombination
Group: The Class or Classes of Depositable Certificates and the
related Class or Classes of Exchangeable Certificates included within any
particular “Recombination” specified in Schedule VII.
Record
Date: As to any Distribution Date, the close of business on the
last Business Day of the month preceding the month of such Distribution
Date.
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.
Relief
Act: The Servicemembers Civil Relief Act.
Relief
Act Reductions: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result
of
the application of the Relief Act or any similar state laws, the amount,
if any,
by which (i) interest collectible on such Mortgage Loan for the most recently
ended calendar month is less than (ii) interest accrued thereon for such
month
pursuant to the Mortgage Note.
REMIC: A
“real estate mortgage investment conduit” within the meaning of section 860D of
the Code.
REMIC
Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after the
Closing Date.
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REMIC
Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from
time
to time as well as provisions of applicable state laws.
REO
Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable
Event: Any event required to be reported on Form 8-K and, in any
event, the following:
(a) entry
into a definitive agreement related to the Trust Fund, the Certificates or
the
Mortgage Loans, or an amendment to a Transaction Document, even if the Depositor
is not a party to such agreement (e.g., a servicing agreement with a servicer
contemplated by Item 1108(a)(3) of Regulation AB);
(b) termination
of a Transaction Document (other than by expiration of the agreement on its
stated termination date or as a result of all parties completing their
obligations under such agreement), even if the Depositor is not a party to
such
agreement (e.g., a servicing agreement with a servicer contemplated by Item
1108(a)(3) of Regulation AB);
(c) with
respect to the Master Servicer only, if the Master Servicer becomes aware
of any
bankruptcy or receivership with respect to Countrywide, the Depositor, the
Master Servicer, any Subservicer, the Trustee, any enhancement or support
provider contemplated by Items 1114(b) or 1115 of Regulation AB, or any other
material party contemplated by Item 1101(d)(1) of Regulation AB;
(d) with
respect to the Trustee, the Master Servicer and the Depositor only, the
occurrence of an early amortization, performance trigger or other event,
including an Event of Default under this Agreement;
(e) the
resignation, removal, replacement, substitution of the Master Servicer, any
Subservicer or the Trustee;
(f) with
respect to the Master Servicer only, if the Master Servicer becomes aware
that
(i) any material enhancement or support specified in Item 1114(a)(1) through
(3)
of Regulation AB or Item 1115 of Regulation AB that was previously applicable
regarding one or more Classes of the Certificates has terminated other than
by
expiration of the contract on its stated termination date or as a result
of all
parties completing their obligations under such agreement; (ii) any material
enhancement specified in Item 1114(a)(1) through (3) of Regulation AB or
Item
1115 of Regulation AB has been added with respect to one or more Classes
of the
Certificates; or (iii) any existing material enhancement or support specified
in
Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB
with
respect to one or more Classes of the Certificates has been materially amended
or modified; and
(g) with
respect to the Trustee, the Master Servicer and the Depositor only, a required
distribution to Holders of the Certificates is not made as of the required
Distribution Date under this Agreement.
Reporting
Subcontractor: With respect to the Master Servicer or the
Trustee, any Subcontractor determined by such Person pursuant to Section
11.08(b) to be “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB. References to a Reporting Subcontractor
shall refer only to the Subcontractor of such Person and shall not refer
to
Subcontractors generally.
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Request
for Release: The Request for Release submitted by the Master
Servicer to the Trustee, substantially in the form of Exhibits M and N, as
appropriate.
Required
Coupon: With respect to the Mortgage Loans in Loan Group 1 and
Loan Group 2, 5.75% and 7.00% per annum, respectively.
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under
this
Agreement.
Residual
Certificates: As specified in the Preliminary
Statement.
Responsible
Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
any Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and
also to whom, with respect to a particular matter, such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
Restricted
Classes: As defined in Section 4.02(e).
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.
Schedule: The
Schedule set forth in Schedule V hereto.
Scheduled
Balances: With respect to any group of Scheduled Principal
Classes or Components in the aggregate and any Distribution Date appearing
in
Schedule V hereto, the Aggregate Scheduled Balance for such group and
Distribution Date. With respect to any other Scheduled Principal
Class or Component and any Distribution Date appearing in Schedule V hereto,
the
applicable amount appearing opposite such Distribution Date for such Class
or
Component.
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 herein, 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.
Scheduled
Principal Distribution Amount: As to any Distribution Date and
Loan Group, an amount equal to the Non-PO Percentage of all amounts described
in
subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula
Principal Amount for such Loan Group and Distribution Date.
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Securities
Act: The Securities Act of 1933, as amended.
Seller: Countrywide,
Park Granada, Park Monaco or Park Sienna, as applicable.
Senior
Certificate Group: As specified in the Preliminary
Statement.
Senior
Certificates: As specified in the Preliminary
Statement.
Senior
Credit Support Depletion Date: The date on which the
Class Certificate Balance of each Class of Subordinated Certificates
has been reduced to zero.
Senior
Percentage: As to any Senior Certificate Group and Distribution
Date, the percentage equivalent of a fraction the numerator of which is the
aggregate Class Certificate Balance of the Senior Certificates of such Senior
Certificate Group (other than the related Class PO Component and Notional
Amount
Certificates) immediately prior to such Distribution Date and the denominator
of
which is the aggregate of the applicable Non-PO Percentage of the Stated
Principal Balance of each Mortgage Loan in the related Loan Group as of the
Due
Date occurring in the month prior to the month of such Distribution Date
(after
giving effect to Principal Prepayments received in the Prepayment Period
related
to such prior Due Date); provided, however, that on any Distribution Date
after
a Senior Termination Date, the Senior Percentage for the Senior Certificates
of
the remaining Senior Certificate Group is the percentage equivalent of a
fraction, the numerator of which is the aggregate Class Certificate Balance
of
the Senior Certificates of such remaining Senior Certificate Group (other
than
the related Class PO Component and Notional Amount Certificates) immediately
prior to such Distribution Date and the denominator is the aggregate Class
Certificate Balance of all Classes of Certificates (other than the Class
PO
Certificates and the Notional Amount Certificates), immediately prior to
such
Distribution Date.
Senior
Prepayment Percentage: As to a Senior Certificate Group and any
Distribution Date during the five years beginning on the first Distribution
Date, 100%. The Senior Prepayment Percentage for any Distribution
Date occurring on or after the fifth anniversary of the first Distribution
Date
will, except as provided herein, be as follows: for any Distribution Date
in the
first year thereafter, the related Senior Percentage plus 70% of the related
Subordinated Percentage for such Distribution Date; for any Distribution
Date in
the second year thereafter, the related Senior Percentage plus 60% of the
related Subordinated Percentage for such Distribution Date; for any Distribution
Date in the third year thereafter, the related Senior Percentage plus 40%
of the
related Subordinated Percentage for such Distribution Date; for any Distribution
Date in the fourth year thereafter, the related Senior Percentage plus 20%
of
the related Subordinated Percentage for such Distribution Date; and for any
Distribution Date thereafter, the related Senior Percentage for such
Distribution Date (unless on any Distribution Date the Senior Percentage
exceeds
the initial Senior Percentage of such Senior Certificate Group, in which
case
the Senior Prepayment Percentage for each Senior Certificate Group for such
Distribution Date will once again equal 100%). Notwithstanding the
foregoing, no decrease in any Senior Prepayment Percentage will occur unless
both of the Senior Step Down Conditions are satisfied with respect to all
of the
Loan Groups.
Senior
Principal Distribution Amount: As to any Distribution Date and