______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported) November 1, 1997
CWMBS, INC. (as depositor under the Pooling and Servicing
Agreement, dated as of November 1, 1997, providing for the
issuance of the CWMBS, INC., Mortgage Pass-Through
Certificates, Series 1997-8).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-40145 95-4449516
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Grenada
Calabasas, California 91320
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 225-3000
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_____________________________________________________________________
Item 5. Other Events.
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On November 1, 1997, CWMBS, Inc. (the "Company") entered into a Pooling and
Servicing Agreement dated as of November 1, 1997 (the "Pooling and Servicing
Agreement"), by and among the Company, as depositor, Countrywide Home Loans,
Inc. ("CHL"), as seller and as master servicer, and The Bank of New York, as
trustee (the "Trustee"), providing for the issuance of the Company's Mortgage
Pass-Through Certificates, Series 1997-8. The Pooling and Servicing
Agreement is annexed hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial
- ---- -----------------------------------------
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1. The Pooling and Servicing Agreement, dated as of November 1,
1997, by and among the Company, CHL and the Trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CWMBS, INC.
By: /s/ David A. Spector
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David A. Spector
Vice President
Dated: December 9, 1997
Exhibit Index
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Exhibit Page
- ------- ----
99.1. Pooling and Servicing Agreement,
dated as of November 1, 1997, by
and among, the Company, CHL
and the Trustee. 6
EXHIBIT 99.1
------------
_________________________________________________________________
CWMBS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller and Master Servicer
and
THE BANK OF NEW YORK,
Trustee
___________________________________
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1997
__________________________________
MORTGAGE PASS-THROUGH CERTIFICATES, Series 1997-8
_________________________________________________________________
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . I-1
Accretion Directed Certificates . . . . . . . . . . . . . . . . . . I-1
Accrual Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Accrual Certificates . . . . . . . . . . . . . . . . . . . . . . . . I-1
Accrual Termination Date . . . . . . . . . . . . . . . . . . . . . . I-1
Adjusted Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . I-1
Adjusted Net Mortgage Rate . . . . . . . . . . . . . . . . . . . . . I-1
Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Allocable Share . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Amount Available for Senior Principal . . . . . . . . . . . . . . . I-2
Amount Held for Future Distribution . . . . . . . . . . . . . . . . I-2
Applicable Credit Support Percentage . . . . . . . . . . . . . . . . I-2
Appraised Value . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
Bankruptcy Coverage Termination Date . . . . . . . . . . . . . . . . I-2
Bankruptcy Loss . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Bankruptcy Loss Coverage Amount . . . . . . . . . . . . . . . . . . I-3
Blanket Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . I-3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Certificate Account . . . . . . . . . . . . . . . . . . . . . . . . I-3
Certificate Balance . . . . . . . . . . . . . . . . . . . . . . . . I-3
Certificate Owner . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Certificate Register . . . . . . . . . . . . . . . . . . . . . . . . I-3
Certificateholder or Holder . . . . . . . . . . . . . . . . . . . . I-4
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-4
Class Certificate Balance . . . . . . . . . . . . . . . . . . . . . I-4
Class Interest Shortfall . . . . . . . . . . . . . . . . . . . . . . I-4
Class Optimal Interest Distribution Amount . . . . . . . . . . . . . I-4
Class PO Deferred Amount . . . . . . . . . . . . . . . . . . . . . . I-4
Class Subordination Percentage . . . . . . . . . . . . . . . . . . . I-4
Class Unpaid Interest Amounts . . . . . . . . . . . . . . . . . . . I-4
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
COFI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
COFI Certificates . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Combined Prepayment Percentage . . . . . . . . . . . . . . . . . . . I-5
Component . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Component Balance . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Component Certificates . . . . . . . . . . . . . . . . . . . . . . . I-5
Cooperative Corporation . . . . . . . . . . . . . . . . . . . . . . I-5
Coop Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Cooperative Loan . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Cooperative Property . . . . . . . . . . . . . . . . . . . . . . . . I-5
Cooperative Unit . . . . . . . . . . . . . . . . . . . . . . . . . . I-5
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . I-5
Corresponding Classes of Certificates . . . . . . . . . . . . . . . I-5
Cut-off Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-6
Cut-off Date Pool Principal Balance . . . . . . . . . . . . . . . . I-6
Cut-off Date Principal Balance . . . . . . . . . . . . . . . . . . . I-6
Debt Service Reduction . . . . . . . . . . . . . . . . . . . . . . . I-6
Defective Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . I-6
Deficient Valuation . . . . . . . . . . . . . . . . . . . . . . . . I-6
Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . I-6
Delay Certificates . . . . . . . . . . . . . . . . . . . . . . . . . I-6
Deleted Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . I-6
Denomination . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-6
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-6
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-6
Depository Participant . . . . . . . . . . . . . . . . . . . . . . . I-6
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . I-6
Discount Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . I-7
Distribution Account . . . . . . . . . . . . . . . . . . . . . . . . I-7
Distribution Account Deposit Date . . . . . . . . . . . . . . . . . I-7
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Duff & Phelps . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
Eligible Account . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-7
ERISA-Restricted Certificate . . . . . . . . . . . . . . . . . . . . I-7
Escrow Account . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Excess Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Excess Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Expense Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
FHLMC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
FIRREA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Flood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Fraud Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Fraud Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-8
Fraud Loss Coverage Amount . . . . . . . . . . . . . . . . . . . . . I-9
Fraud Loss Coverage Termination Date . . . . . . . . . . . . . . . . I-9
Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Indirect Participant . . . . . . . . . . . . . . . . . . . . . . . . I-9
Initial Bankruptcy Coverage Amount . . . . . . . . . . . . . . . . . I-9
Initial Component Balance . . . . . . . . . . . . . . . . . . . . . I-9
Initial LIBOR Rate . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Insured Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . I-9
Interest Accrual Period . . . . . . . . . . . . . . . . . . . . . . I-9
Interest Determination Date . . . . . . . . . . . . . . . . . . . . I-9
Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . I-10
Latest Possible Maturity Date . . . . . . . . . . . . . . . . . . I-10
LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-10
LIBOR Certificates . . . . . . . . . . . . . . . . . . . . . . . . I-10
Liquidated Mortgage Loan . . . . . . . . . . . . . . . . . . . . . I-10
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . I-10
Loan-to-Value Ratio . . . . . . . . . . . . . . . . . . . . . . . I-10
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . I-10
Majority in Interest . . . . . . . . . . . . . . . . . . . . . . . I-10
Master REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . I-10
Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . I-10
Master Servicer Advance Date . . . . . . . . . . . . . . . . . . . I-10
Master Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . I-11
Master Servicing Fee Rate . . . . . . . . . . . . . . . . . . . . I-11
Monthly Statement . . . . . . . . . . . . . . . . . . . . . . . . I-11
Moody's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-11
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-11
Mortgage File . . . . . . . . . . . . . . . . . . . . . . . . . . I-11
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . I-11
Mortgage Loan Schedule . . . . . . . . . . . . . . . . . . . . . . I-11
Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . . . I-12
Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . . . . I-12
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . . . . I-12
Mortgagor . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-12
MR Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . I-12
National Cost of Funds Index . . . . . . . . . . . . . . . . . . . I-12
Net Prepayment Interest Shortfalls . . . . . . . . . . . . . . . . I-12
Non-Delay Certificates . . . . . . . . . . . . . . . . . . . . . . I-12
Non-Discount Mortgage Loan . . . . . . . . . . . . . . . . . . . . I-13
Non-PO Formula Principal Amount . . . . . . . . . . . . . . . . . I-13
Non-PO Percentage . . . . . . . . . . . . . . . . . . . . . . . . I-13
Nonrecoverable Advance . . . . . . . . . . . . . . . . . . . . . . I-13
Notice of Final Distribution . . . . . . . . . . . . . . . . . . . I-13
Notional Amount . . . . . . . . . . . . . . . . . . . . . . . . . I-13
Notional Amount Certificates . . . . . . . . . . . . . . . . . . . I-13
Offered Certificates . . . . . . . . . . . . . . . . . . . . . . . I-13
Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . I-13
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . I-14
Optional Termination . . . . . . . . . . . . . . . . . . . . . . . I-14
Original Applicable Credit Support Percentage . . . . . . . . . . I-14
Original Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . I-14
Original Subordinated Principal Balance . . . . . . . . . . . . . I-14
OTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-14
Outside Reference Date . . . . . . . . . . . . . . . . . . . . . . I-14
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . I-14
Outstanding Mortgage Loan . . . . . . . . . . . . . . . . . . . . I-14
Ownership Interest . . . . . . . . . . . . . . . . . . . . . . . . I-15
Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . . . I-15
Percentage Interest . . . . . . . . . . . . . . . . . . . . . . . I-15
Permitted Investments . . . . . . . . . . . . . . . . . . . . . . I-15
Permitted Transferee . . . . . . . . . . . . . . . . . . . . . . . I-16
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-17
Physical Certificate . . . . . . . . . . . . . . . . . . . . . . . I-17
Planned Balance . . . . . . . . . . . . . . . . . . . . . . . . . I-17
Planned Principal Classes . . . . . . . . . . . . . . . . . . . . I-17
PO Formula Principal Amount . . . . . . . . . . . . . . . . . . . I-17
PO Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . I-17
Pool Stated Principal Balance . . . . . . . . . . . . . . . . . . I-17
Prepayment Interest Excess . . . . . . . . . . . . . . . . . . . . I-17
Prepayment Interest Shortfall . . . . . . . . . . . . . . . . . . I-18
Prepayment Period . . . . . . . . . . . . . . . . . . . . . . . . I-18
Prepayment Shift Percentage . . . . . . . . . . . . . . . . . . . I-18
Primary Insurance Policy . . . . . . . . . . . . . . . . . . . . . I-18
Primary Planned Principal Classes . . . . . . . . . . . . . . . . I-18
Principal Prepayment . . . . . . . . . . . . . . . . . . . . . . . I-18
Principal Prepayment in Full . . . . . . . . . . . . . . . . . . . I-18
Priority Amount . . . . . . . . . . . . . . . . . . . . . . . . . I-18
Priority Percentage . . . . . . . . . . . . . . . . . . . . . . . I-18
Private Certificate . . . . . . . . . . . . . . . . . . . . . . . I-18
Pro Rata Share . . . . . . . . . . . . . . . . . . . . . . . . . . I-18
Proprietary Lease . . . . . . . . . . . . . . . . . . . . . . . . I-19
Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . I-19
PUD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-19
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . I-19
Qualified Insurer . . . . . . . . . . . . . . . . . . . . . . . . I-19
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . . . I-19
Realized Loss . . . . . . . . . . . . . . . . . . . . . . . . . . I-19
Recognition Agreement . . . . . . . . . . . . . . . . . . . . . . I-20
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . I-20
Reference Bank . . . . . . . . . . . . . . . . . . . . . . . . . . I-20
Refinancing Mortgage Loan . . . . . . . . . . . . . . . . . . . . I-20
Regular Certificates . . . . . . . . . . . . . . . . . . . . . . . I-20
Relief Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-20
Relief Act Reductions . . . . . . . . . . . . . . . . . . . . . . I-20
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-20
REMIC Change of Law . . . . . . . . . . . . . . . . . . . . . . . I-20
REMIC Provisions . . . . . . . . . . . . . . . . . . . . . . . . . I-20
REO Property . . . . . . . . . . . . . . . . . . . . . . . . . . . I-20
Request for Release . . . . . . . . . . . . . . . . . . . . . . . I-20
Required Coupon . . . . . . . . . . . . . . . . . . . . . . . . . I-21
Required Insurance Policy . . . . . . . . . . . . . . . . . . . . I-21
Residual Certificates . . . . . . . . . . . . . . . . . . . . . . I-21
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . I-21
Restricted Classes . . . . . . . . . . . . . . . . . . . . . . . . I-21
Scheduled Balances . . . . . . . . . . . . . . . . . . . . . . . . I-21
Scheduled Classes . . . . . . . . . . . . . . . . . . . . . . . . I-21
Scheduled Payment . . . . . . . . . . . . . . . . . . . . . . . . I-21
Scheduled Principal Distribution Amounts . . . . . . . . . . . . . I-21
Secondary Planned Principal Clauses . . . . . . . . . . . . . . . I-21
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . I-21
Segment I Balance . . . . . . . . . . . . . . . . . . . . . . . . I-21
Segment I Group . . . . . . . . . . . . . . . . . . . . . . . . . I-21
Segment I Priority Rule . . . . . . . . . . . . . . . . . . . . . I-21
Segment II Balance . . . . . . . . . . . . . . . . . . . . . . . . I-22
Segment II Group . . . . . . . . . . . . . . . . . . . . . . . . . I-22
Segment II Priority Rule . . . . . . . . . . . . . . . . . . . . . I-22
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-22
Senior Certificates . . . . . . . . . . . . . . . . . . . . . . . I-22
Senior Credit Support Depletion Date . . . . . . . . . . . . . . . I-22
Senior Percentage . . . . . . . . . . . . . . . . . . . . . . . . I-22
Senior Prepayment Percentage . . . . . . . . . . . . . . . . . . . I-22
Senior Principal Distribution Amount . . . . . . . . . . . . . . . I-22
Senior Step Down Conditions . . . . . . . . . . . . . . . . . . . I-23
Servicing Advances . . . . . . . . . . . . . . . . . . . . . . . . I-23
Servicing Officer . . . . . . . . . . . . . . . . . . . . . . . . I-23
Shift Percentage . . . . . . . . . . . . . . . . . . . . . . . . . I-23
Special Hazard Coverage Termination Date . . . . . . . . . . . . . I-23
Special Hazard Loss . . . . . . . . . . . . . . . . . . . . . . . I-23
Special Hazard Loss Coverage Amount . . . . . . . . . . . . . . . I-24
Special Hazard Mortgage Loan . . . . . . . . . . . . . . . . . . . I-25
SR Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25
Startup Day . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25
Stated Principal Balance . . . . . . . . . . . . . . . . . . . . . I-25
Streamlined Documentation Mortgage Loan . . . . . . . . . . . . . I-25
Subordinated Certificates . . . . . . . . . . . . . . . . . . . . I-25
Subordinated Percentage . . . . . . . . . . . . . . . . . . . . . I-25
Subordinated Prepayment Percentage . . . . . . . . . . . . . . . . I-25
Subordinated Principal Distribution Amount . . . . . . . . . . . . I-25
Subservicer . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25
Subsidiary REMIC . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Subsidiary REMIC Interest . . . . . . . . . . . . . . . . . . . . I-26
Subsidiary REMIC Regular Interest . . . . . . . . . . . . . . . . I-26
Substitute Mortgage Loan . . . . . . . . . . . . . . . . . . . . . I-26
Substitution Adjustment Amount . . . . . . . . . . . . . . . . . . I-26
Support Classes . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Targeted Balance . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Targeted Principal Classes . . . . . . . . . . . . . . . . . . . . I-26
Tax Matters Person . . . . . . . . . . . . . . . . . . . . . . . . I-26
Tax Matters Person Certificate . . . . . . . . . . . . . . . . . . I-26
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Trustee Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Trustee Fee Rate . . . . . . . . . . . . . . . . . . . . . . . . . I-27
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-27
Unscheduled Principal Distribution Amounts . . . . . . . . . . . . I-27
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . I-27
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES . . . . . . . . II-1
SECTION 2.01. Conveyance of Mortgage Loans . . . . . . . . . II-1
SECTION 2.02. Acceptance by Trustee of the Mortgage Loans . . . . II-3
SECTION 2.03. Representations, Warranties and Covenants of the
Seller and Master Servicer . . . . . . . . . . . . II-5
SECTION 2.04. Representations and Warranties of the Depositor as
to the Mortgage Loans . . . . . . . . . . . . . . . II-7
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions . . . . . . . . . . . . . . . . . . . II-7
SECTION 2.06. Execution and Delivery of Certificates . . . . II-8
SECTION 2.07. REMIC Matters . . . . . . . . . . . . . . . . II-8
SECTION 2.08. Covenants of the Master Servicer . . . . . . . . . II-8
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS . . . . . . . . . . . . III-1
SECTION 3.01. Master Servicer to Service Mortgage Loans . . . . . III-1
SECTION 3.02. Subservicing; Enforcement of the Obligations of
Servicers . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . III-3
SECTION 3.06. Collection of Taxes, Assessments and Similar Items;
Escrow Accounts . . . . . . . . . . . . . . . . . . III-5
SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage Loans . . . . . . . . . . . III-6
SECTION 3.08. Permitted Withdrawals from the Certificate Account
and Distribution Account . . . . . . . . . . . . . III-6
SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of
Primary Insurance Policies . . . . . . . . . . . . III-8
SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption
Agreements . . . . . . . . . . . . . . . . . . . . III-9
SECTION 3.11. Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans . . . . . . III-10
SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files . III-12
SECTION 3.13. Documents Records and Funds in Possession of Master
Servicer to be Held for the Trustee . . . . . . . III-13
SECTION 3.14. Servicing Compensation . . . . . . . . . . . . . III-13
SECTION 3.15. Access to Certain Documentation . . . . . . . . . III-14
SECTION 3.16. Annual Statement as to Compliance . . . . . . . . III-14
SECTION 3.17. Annual Independent Public Accountants' Servicing
Statement; Financial Statements . . . . . . . . . III-14
SECTION 3.18. Errors and Omissions Insurance; Fidelity Bonds . III-15
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE MASTER SERVICER . . . . . . . . IV-1
SECTION 4.01. Advances . . . . . . . . . . . . . . . . . . . . . IV-1
SECTION 4.02. Priorities of Distribution . . . . . . . . . . . . IV-1
SECTION 4.03. Allocation of Realized Losses. . .. . . . . . . . . IV-6
SECTION 4.04 [Reserved] . . . . . . . . . . . . . . . . . . . . IV-7
SECTION 4.05 Monthly Statements to Certificateholders . . . . . IV-7
SECTION 4.06 Determination of Pass-Through Rates for COFI
Certificates . . . . . . . . . . . . . . . . . . . IV-9
SECTION 4.07 Determination of Pass-Through Rates for LIBOR
Certificates . . . . . . . . . . . . . . . . . . . IV-11
ARTICLE V
THE CERTIFICATES . . . . . . . . . . . . . V-1
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
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER . . . . . . . VI-1
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
Seller, the Master Servicer and Others . . . . . . VI-1
SECTION 6.04. Limitation on Resignation of Master Servicer . . . VI-2
ARTICLE VII
DEFAULT . . . . . . . . . . . . . . VII-1
SECTION 7.01. Events of Default . . . . . . . . . . . . . . . . . VII-1
SECTION 7.02. Trustee to Act; Appointment of Successor . . . . . VII-2
SECTION 7.03. Notification to Certificateholders . . . . . . . . VII-3
ARTICLE VIII
CONCERNING THE TRUSTEE . . . . . . . . . VIII-1
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. Periodic Filings. . . . . . . . . . . . . . . . . VIII-8
ARTICLE IX
TERMINATION . . . . . . . . . . . . . IX-1
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 . . . . . . . . . . . X-1
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-3
SECTION 10.06. Severability of Provisions . . . . . . . . . . . . . X-4
SECTION 10.07. Assignment . . . . . . . . . . . . . . . . . . . . . X-4
SECTION 10.08. Limitation on Rights of Certificateholders . . . . . X-4
SECTION 10.09. Inspection and Audit Rights . . . . . . . . . . . . . X-5
SECTION 10.10. Certificates Nonassessable and Fully Paid . . . . . . X-5
Exhibit A: Form of Senior Certificate
(excluding Notional Amount Certificates) . . . . . . . . . A-1
Exhibit B: Form of Subordinated Certificate . . . . . . . . . . B-1
Exhibit C: Form of Class A-R Certificate . . . . . . . . . . . . C-1
Exhibit D: Form of Notional Amount Certificate . . . . . . . . . D-1
Exhibit E: Form of Reverse of Certificates . . . . . . . . . . . E-1
Exhibit F: [Reserved] . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit G: Form of Initial Certification of Trustee . . . . . . G-1
Exhibit H: Form of Final Certification of Trustee . . . . . . . H-1
Exhibit I: Transfer Affidavit . . . . . . . . . . . . . . . . . I-1
Exhibit J: Form of Transferor Certificate . . . . . . . . . . . J-1
Exhibit K: Form of Investment Letter [Non-Rule 144A] . . . . . . K-1
Exhibit L: Form of Rule 144A Letter . . . . . . . . . . . . . . L-1
Exhibit M: Request for Release (for Trustee) . . . . . . . . . . M-1
Exhibit N: Request for Release (Mortgage Loan)
Paid in Full, Repurchased and Replaced) . . . . . . . . . N-1
SCHEDULES
_________
Schedule I: Mortgage Loan Schedule . . . . . . . . . . . . . . S-I-1
Schedule II: Representations and Warranties of the
Seller/Master Servicer . . . . . . . . . . . . . . . S-II-1
Schedule III: Representations and Warranties as to
the Mortgage Loans . . . . . . . . . . . . . . . . . S-III-1
Schedule IV: Planned Balance Schedules . . . . . . . . . . . . S-IV-1
Schedule V: Form of Monthly Master Servicer Report . . . . . . S-V-1
THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 1997,
among CWMBS, INC., a Delaware corporation, as depositor (the "Depositor"),
COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller (in such
capacity, the "Seller") and as master servicer (in such capacity, the "Master
Servicer"), and THE BANK OF NEW YORK, a banking corporation organized under
the laws of the State of New York, as trustee (the "Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the Certificates. The Trust Fund for
federal income tax purposes will consist of two REMICs. The Subsidiary REMIC
will consist of all of the assets constituting the Trust Fund and will be
evidenced by the Subsidiary REMIC Regular Interests (which will be
uncertificated and will represent the "regular interests" in the Subsidiary
REMIC) and the SR Interest as the single "residual interest" in the
Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular
Interests. The Master REMIC will consist of the Subsidiary REMIC Regular
Interests and will be evidenced by the Regular Certificates (which will
represent the "regular interests" in the Master REMIC) and the MR Interest as
the single "residual interest" in the Master REMIC. The Class A-R
Certificates will represent beneficial ownership of the SR Interest and the
MR Interest. The "latest possible maturity date" for federal income tax
purposes of all interests created hereby will be the Latest Possible Maturity
Date.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess
thereof in which such Classes shall be issuable (except that one Certificate
of each Class of Certificates may be issued in a different amount and, in
addition, one Residual Certificate representing the Tax Matters Person
Certificate may be issued in a different amount):
<TABLE>
<CAPTION>
Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess of
Balance Rate Denomination Minimum
<S> <C> <C> <C> <C>
Class A-1 $11,665,000.00 6.75% $25,000 $1,000
Class A-2 $22,082,000.00 6.75% $25,000 $1,000
Class A-3 $13,562,000.00 6.75% $25,000 $1,000
Class A-4 $17,778,000.00 6.75% $25,000 $1,000
Class A-5 (1) 0.50% $25,000(2) $1,000(2)
Class A-6 $39,000,000.00 7.25% $25,000 $1,000
Class A-7 $86,446,583.00 (3) $25,000 $1,000
Class A-8 $20,866,417.00 (3) $25,000 $1,000
Class A-9 $7,500,000.00 7.25% $25,000 $1,000
Class A-10 $10,900,000.00 7.25% $25,000 $1,000
Class A-11 $56,994,921.52 7.25% $25,000 $1,000
Class PO $696,452.51 (4) $25,000 $1,000
Class X (1) (5) $25,000(2) $1,000(2)
Class A-R(6) $100.00 7.25% $100 N/A
Class M $5,254,413.00 7.25% $25,000 $1,000
Class B-1 $3,002,521.00 7.25% $25,000 $1,000
Class B-2 $1,801,513.00 7.25% $25,000 $1,000
Class B-3 $1,201,008.00 7.25% $100,000 $1,000
Class B-4 $450,378.00 7.25% $100,000 $1,000
Class B-5 $1,050,885.__ 7.25% $100,000 $1,000
</TABLE>
_____________________
(1) The Class A-5 and Class X Certificates will be Notional Amount
Certificates, will have no principal balance and will bear interest on
their respective Notional Amounts (initially, $65,087,000.00 and
$229,315,455.87, respectively).
(2) Minimum Denomination is based on the Notional Amount of such Class.
(3) The Class A-7 and Class A-8 Certificates will bear interest during the
initial Interest Accrual Period at the applicable Initial Pass-Through
Rate set forth below, and will bear interest during each Interest
Accrual Period thereafter, subject to the applicable Maximum and Minimum
Pass-Through Rates, at the per annum rate determined as described below:
Formula for
Initial Pass- Maximum/Minimum Calculation of
Class Through Rate Pass-Through Rate Pass-Through Rate
A-7 6.15625% 9.00%/0.50% LIBOR + 50 basis
points
A-8 11.78125% 35.214285%/0.00% 35.214285% -
(4.142857 x LIBOR)
(4) The Class PO Certificates will be Principal Only Certificates and will
not bear interest.
(5) The Pass-Through Rate for the Class X Certificates for any Distribution
Date will be equal to the excess of (a) the average of the Adjusted Net
Mortgage Rates of the Non-Discount Mortgage Loans, weighted on the basis
of their respective Stated Principal Balances over (b) 7.25% per annum.
The Pass-Through Rate of the Class X Certificates for the first
Distribution Date is 0.323%.
(6) The Class A-R Certificates will represent the beneficial ownership of
the SR Interest (described in the table below) and the MR Interest. The
initial principal balance and interest rate applicable to the MR
Interest shall be equal to the initial Class Certificate Balance and
Pass-Through Rate, respectively, of the Class A-R Certificates.
Principal of and interest on the Subsidiary REMIC Regular Interests and
the SR Interest shall be allocated to the Corresponding Classes of
Certificates in the manner set forth in the following table:
<TABLE>
<CAPTION>
Corresponding Class of Certificates(1)
Subsidiary REMIC Initial Principal Allocation Allocation
Interest Balance Interest Rate of Principal of Interest
<S> <C> <C> <C> <C>
1 $11,665,000.00 7.25% A-1 A-1, A-5(2)
2 $22,082,000.00 7.25% A-2 A-2, A-5(2)
3 $13,562,000.00 7.25% A-3 A-3, A-5(2)
4 $17,778,000.00 7.25% A-4 A-4, A-5(2)
5 $39,000,000.00 7.25% A-6 A-6
6 $86,446,583.00 (3) A-7 A-7
7 $20,866,417.00 (3) A-8 A-8
8 $7,500,000.00 7.25% A-9 A-9
9 $10,900,000.00 7.25% A-10 A-10
10 $56,994,921.52 7.25% A-11 A-11
11 $686,452.51 (4) PO N/A
12 (5) (6) N/A X
13 $100.00 7.25% A-R(7) A-R(7)
14 $5,254,413.00 7.25% M M
15 $3,002,251.00 7.25% B-1 B-1
16 $1,801,513.00 7.25% B-2 B-2
17 $1,201,008.00 7.25% B-3 B-3
18 $450,378.00 7.25% B-4 B-4
19 $1,050,885.__ 7.25% B-5 B-5
SR (8) (8) MR(7) MR(7)
</TABLE>
- ---------------
(1) The amount of principal and, except in the case of Subsidiary REMIC
Interest 11, interest allocable from a Subsidiary REMIC Regular Interest
to its Corresponding Class of Certificates on any Distribution Date
shall be 100%.
(2) Interest at a rate of 0.50% on Subsidiary REMIC Regular Interests 1, 2,
3 and 4 will be allocated to the Class A-5 Certificates; interest at a
rate of 6.75% on Subsidiary REMIC Regular Interests 1, 2, 3 and 4 will
be allocated to the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, respectively.
(3) The Interest Rate for Subsidiary REMIC Interests 6 and 7 for any
Distribution Date will be equal to the Pass-Through Rate applicable to
the Class A-7 and Class A-8 Certificates, respectively, with respect to
such Distribution Date.
(4) Subsidiary REMIC Regular Interest 11 will be a principal only Subsidiary
REMIC Regular Interest and will not bear interest.
(5) The Notional Amount of Subsidiary REMIC Interest 12 with respect to any
Distribution Date will be equal to the Notional Amount of the Class X
Certificates with respect to such Distribution Date.
(6) The Interest Rate for Subsidiary REMIC Interest 12 for any Distribution
Date will be equal to the Pass-Through Rate applicable to the Class X
Certificates with respect to such Distribution Date.
(7) The beneficial ownership of the MR Interest and the SR Interest is
represented by the Class A-R Certificates.
(8) The SR Interest will have no principal balance and will not bear
interest.
Set forth below are designations of Classes of Certificates to the
categories used herein:
Accretion Directed
Certificates. . . . . . Segment II Group.
Accrual Certificates . . . Class A-9 Certificates.
Book-Entry Certificates . . All Classes of Certificates other than the
Physical Certificates.
Component Certificates . . None.
Components . . . . . . For purposes of calculating distributions, the
Component Certificates will be comprised of
multiple payment components having the
designations, Initial Component Balances and
Pass-Through Rates set forth below:
<TABLE>
<CAPTION>
Designation Initial Component Balance Pass-Through Rate
------------ ------------------------- -----------------
<S> <C> <C>
N/A N/A N/A
</TABLE>
Delay Certificates . . . All interest-bearing Classes of
Certificates other than the
Non-Delay Certificates, if any.
ERISA-Restricted
Certificates . . . . . Class PO and Class X Certificates,
Residual Certificates and
Subordinated Certificates.
Floating Rate Certificates. Class A-7 Certificate.
Inverse Floating Rate
Certificates . . . . . Class A-8 Certificates.
COFI Certificates. . . . None.
LIBOR Certificates . . . Class A-7 and Class A-8
Certificates.
Non-Delay Certificates . . None.
Notional Amount
Certificates . . . . . Class A-5 and Class X Certificates.
Offered Certificates . . All Classes of Certificates other
than the Private Certificates.
Physical Certificates . . Class X and Class PO Certificates
and the Private and Residual
Certificates.
Planned Principal Classes . Class A-1, Class A-2, Class A-3 and
Class A-4 Certificates and the
Segment I Group.
Primary 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 . . . . S&P and Fitch.
Regular Certificates . . All Classes of Certificates, other
than the Residual Certificates.
Residual Certificates . . Class A-R Certificates.
Scheduled Principal
Classes . . . . . . . None.
Secondary Planned Principal
Class . . . . . . . None.
Senior Certificates . . . Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9,
Class A-10, Class A-11, Class PO,
Class X and Class A-R Certificates.
Subordinated Certificates . Class M, Class B-1, Class B-2,
Class B-3, Class B-4 and Class B-5
Certificates.
Support Classes . . . . Class A-9 Certificates.
Targeted Principal
Classes . . . . . . . Segment II Group.
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.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
Accretion Directed Certificates: As specified in the
_______________________________
Preliminary Statement.
Accrual Amount: With respect to any Class of Accrual
______________
Certificates and any Distribution Date prior to the applicable
Accrual Termination Date, the amount allocable to interest on
each such Class of Accrual Certificates with respect to such
Distribution Date pursuant to Section 4.02(a)(iii).
Accrual Certificates: As specified in the Preliminary
____________________
Statement.
Accrual Termination Date: The Senior Credit Support
________________________
Depletion Date, if any, occurring before the Class Certificate
Balance of the Class A-9 Certificates has been reduced to zero.
Adjusted Mortgage Rate: As to each Mortgage Loan, and
______________________
at any time, the per annum rate equal to the Mortgage Rate less
the Master Servicing Fee Rate.
Adjusted Net Mortgage Rate: As to each Mortgage Loan,
__________________________
and at any time, the per annum rate equal to the Mortgage Rate
less the related Expense 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 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: 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 and net of any net income in the case of any
REO Property) on the Mortgage Loans that were due on the related
Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such
delinquent payments that the Master Servicer has determined would
constitute a Nonrecoverable Advance if advanced.
Agreement: This Pooling and Servicing Agreement and
_________
all amendments or supplements hereto.
Allocable Share: As to any Distribution Date and any
_______________
Mortgage Loan (i) with respect to the Class X Certificates, (a)
the ratio that (x) the excess, if any, of the Adjusted Net
Mortgage Rate with respect to such Mortgage Loan over the
Required Coupon bears to (y) such Adjusted Net Mortgage Rate or
(b) if the Adjusted Net Mortgage Rate with respect to such
Mortgage Loan does not exceed the Required Coupon, zero, (ii)
with respect to the Class PO Certificates, zero and (iii) with
respect to each other Class of Certificates the product of
(a) the lesser of (I) the ratio that the Required Coupon bears to
such Adjusted Net Mortgage Rate and (II) one, multiplied by (b)
the ratio that the amount calculated with respect to such
Distribution Date for such Class 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)).
Amount Available for Senior Principal: As to any
_____________________________________
Distribution Date, Available Funds for such Distribution Date
reduced by the aggregate amount distributable (or allocable to
the Accrual Amount, if applicable) on such Distribution Date in
respect of interest on the Senior Certificates pursuant to
Section 4.02(a)(ii).
Amount Held for Future Distribution: As to any
___________________________________
Distribution Date, the aggregate amount held in the Certificate
Account at the close of business on the related Determination
Date on account of (i) Principal Prepayments received during the
related Prepayment Period and Liquidation Proceeds received in
the month of such Distribution Date and (ii) all Scheduled
Payments due after the related Due Date.
Applicable Credit Support Percentage: As defined in
____________________________________
Section 4.02(e).
Appraised Value: With respect to any Mortgage Loan,
_______________
the Appraised Value of the related Mortgaged Property shall be:
(i) with respect to a Mortgage Loan other than a Refinancing
Mortgage Loan, the lesser of (a) the value of the Mortgaged
Property based upon the appraisal made at the time of the
origination of such Mortgage Loan and (b) the sales price of the
Mortgaged Property at the time of the origination of such
Mortgage Loan; (ii) with respect to a Refinancing Mortgage Loan
other than a Streamlined Documentation Mortgage Loan, the value
of the Mortgaged Property based upon the appraisal made-at the
time of the origination of such Refinancing Mortgage Loan; and
(iii) with respect to a Streamlined Documentation Mortgage Loan,
(a) if the loan-to-value ratio with respect to the Original
Mortgage Loan at the time of the origination thereof was 60% 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 60%, the value of the Mortgaged Property based
upon the appraisal (which may be a drive-by appraisal) made at
the time of the origination of such Streamlined Documentation
Mortgage Loan.
Available Funds: As to any Distribution Date, the sum
_______________
of (a) the aggregate amount held in the Certificate Account at
the close of business on the related Determination Date net of
the 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) and amounts
permitted to be withdrawn from the Distribution Account pursuant
to clauses (i) (iii) inclusive of Section 3.08(b), (b) the amount
of the related Advance and (c) in connection with Defective
Mortgage Loans, as applicable, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts deposited on the
related Distribution Account Deposit Date.
Bankruptcy Code: The United States Bankruptcy Reform
_______________
Act of 1978, as amended.
Bankruptcy Coverage Termination Date: The point in
____________________________________
time at which the Bankruptcy Loss Coverage Amount is reduced to
zero.
Bankruptcy Loss: With respect to any Mortgage Loan, a
_______________
Deficient Valuation or Debt Service Reduction; provided, however,
________ _______
that a Bankruptcy Loss shall not be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee
in writing that the Master Servicer is diligently pursuing any
remedies that may exist in connection with the related Mortgage
Loan and either (A) the related Mortgage Loan is not in default
with regard to payments due thereunder or (B) delinquent payments
of principal and interest under the related Mortgage Loan and any
related escrow payments in respect of such Mortgage Loan are
being advanced on a current basis by the Master Servicer, in
either case without giving effect to any Debt Service Reduction
or Deficient Valuation.
Bankruptcy Loss Coverage Amount: As of any
_______________________________
Determination Date, the Bankruptcy Loss Coverage Amount shall
equal the Initial Bankruptcy Coverage Amount as reduced by (i)
the aggregate amount of Bankruptcy Losses allocated to the
Certificates since the Cut-off Date and (ii) any permissible
reductions in the Bankruptcy Loss Coverage Amount as evidenced by
a letter of each Rating Agency to the Trustee to the effect that
any such reduction will not result in a downgrading of the then
current ratings assigned to the Classes of Certificates rated by
it.
Blanket Mortgage: The mortgage or mortgages encumbering
________________
the Cooperative Property.
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 State of California 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.
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 in the name of the
Master Servicer for the benefit of the Trustee on behalf of
Certificateholders and designated "Countrywide Home Loans, Inc.
in trust for the registered holders of CWMBS, Inc. Mortgage
Pass-Through Certificates Series 1997-8."
Certificate Balance: With respect to any Certificate
___________________
at any date, the maximum dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being
equal to the Denomination thereof (A) 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 any Subordinated Certificates, all other reductions in
Certificate Balance previously allocated thereto pursuant to
Section 4.03 and (B) 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.
Certificate Owner: With respect to a Book-Entry
_________________
Certificate, the Person who is the beneficial owner of such Book-
Entry Certificate.
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 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.
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, any Component
thereof, 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
or Notional Amount, as applicable, subject to reduction as
provided in Section 4.02(d) and (ii) any Class Unpaid Interest
Amounts for such Class or Component.
Class PO Deferred Amount: As to any Distribution Date,
________________________
the aggregate of the applicable PO Percentage of each Realized
Loss, other than any Excess Loss, to be allocated to the Class PO
Certificates on such Distribution Date on or prior to the Senior
Credit Support Depletion Date or previously allocated to the
Class PO Certificates 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 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: November 25, 1997.
____________
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 Prepayment Percentage: Not Applicable.
______________________________
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, less 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.
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.
Coop Shares: Shares issued by a Cooperative
___________
Corporation.
Cooperative Loan: Any Mortgage Loan secured by Coop
________________
Shares and a Proprietary Lease.
Cooperative Property: The real property and
____________________
improvements owned by the Cooperative Corporation, including the
allocation of individual dwelling units to the holders of the
Coop Shares of the Cooperative Corporation.
Cooperative Unit: A single family dwelling located in a
________________
Cooperative Property.
Corporate Trust Office: The designated office of the
______________________
Trustee in the State of New York at which at any particular time
its corporate trust business with respect to this Agreement shall
be administered, which office at the date of the execution of
this Agreement is located at 101 Barclay Street, 12E, New York,
New York 10286 (Attn: Mortgage-Backed Securities Group, CWMBS,
Inc. Series 1997-8, facsimile no. (212) 815-4135, and which is
the address to which notices to and correspondence with the
Trustee should be directed.
Corresponding Classes of Certificates: With respect to
_____________________________________
each Subsidiary REMIC Regular Interest, any Class of Certificates
or Components appearing opposite such Subsidiary REMIC Regular
Interest in the Preliminary Statement.
Cut-off Date: November 1, 1997.
____________
Cut-off Date Pool Principal Balance: $300,252,192.20.
___________________________________
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.
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.
Deleted Mortgage Loan: As defined in Section 2.03(b)
_____________________
hereof.
Denomination: With respect to each Certificate, the
____________
amount set forth on the face thereof as the "Initial Certificate
Balance of this Certificate" or the "Initial Notional Amount of
this Certificate" or, if neither of the foregoing, the Percentage
Interest appearing on the face thereof.
Depositor: CWMBS, 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(3) 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.
Discount Mortgage Loan: Any Mortgage Loan with an
______________________
Adjusted Net Mortgage Rate that is less than the Required Coupon.
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 CWMBS, Inc. Mortgage Pass-Through Certificates,
Series 1997-8." 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 December 1997.
Due Date: With respect to any Distribution Date, the
________
first day of the month in which the related Distribution Date
occurs.
Duff & Phelps: Duff & Phelps Credit Rating Company, or
_____________
any successor thereto. If Duff & Phelps is designated as a
Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(b) the address for notices to Duff & Phelps shall
be Duff & Phelps Credit Rating Company, 55 East Monroe Street,
36th floor, Chicago, Ill. 60603, Attention: MBS Monitoring, or
such other address as Duff & Phelps may hereafter furnish to the
Depositor and the Master Servicer.
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 each 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.
ERISA: The Employee Retirement Income Security Act of
_____
1974, as amended.
ERISA-Restricted Certificate: As specified in the
____________________________
Preliminary Statement.
Escrow Account: The Eligible Account or Accounts
______________
established and maintained pursuant to Section 3.06(a) hereof.
Event of Default: As defined in Section 7.01 hereof.
________________
Excess Loss: The amount of any (i) Fraud Loss realized
___________
after the Fraud Loss Coverage Termination Date, (ii) Special
Hazard Loss realized after the Special Hazard Coverage
Termination Date or (iii) Bankruptcy Loss realized after the
Bankruptcy Coverage Termination Date.
Excess Proceeds: With respect to any Liquidated
_______________
Mortgage Loan, the amount, if any, by which the sum of any
Liquidation Proceeds of such Mortgage Loan received in the
calendar month in which such Mortgage Loan became a Liquidated
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.
Expense Rate: As to each Mortgage Loan, the sum of the
____________
related 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.
FIRREA: The Financial Institutions Reform, Recovery,
______
and Enforcement Act of 1989.
Fitch: Fitch Investors Service, L.P., 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 Investors Service,
L.P., One State Street Plaza, New York, New York 10004,
Attention: Residential Mortgage Surveillance Group, or such other
address as Fitch may hereafter furnish to the Depositor and the
Master Servicer.
Flood: The widespread flooding that occurred in the
_____
Northwestern United States in late 1996 and early 1997.
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.
Fraud Loan: A Liquidated Mortgage Loan as to which a
__________
Fraud Loss has occurred.
Fraud Losses: Realized Losses on Mortgage Loans as to
____________
which a loss is sustained by reason of a default arising from
fraud, dishonesty or misrepresentation in connection with the
related Mortgage Loan, including a loss by reason of the denial
of coverage under any related Primary Insurance Policy because of
such fraud, dishonesty or misrepresentation.
Fraud Loss Coverage Amount: As of the Closing Date,
__________________________
3,002,522 subject to reduction from time to time, by the amount
of Fraud Losses allocated to the Certificates. In addition, on
each anniversary of the Cut-off Date, the Fraud Loss Coverage
Amount will be reduced as follows: (a) on the first, second,
third and fourth anniversaries of the Cut-off Date, to an amount
equal to the lesser of (i) 1% of the then current Pool Stated
Principal Balance and (ii) the excess of the Fraud Loss Coverage
Amount as of the preceding anniversary of the Cut-off Date over
the cumulative amount of Fraud Losses allocated to the
Certificates since such preceding anniversary; and (b) on the
fifth anniversary of the Cut-off Date, to zero.
Fraud Loss Coverage Termination Date: The point in
____________________________________
time at which the Fraud Loss Coverage Amount is reduced to zero.
Index: With respect to any Interest Accrual Period for
_____
the COFI Certificates, the then-applicable index used by the
Trustee pursuant to Section 4.05 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 Bankruptcy Coverage Amount: $100,000.
__________________________________
Initial Component Balance: As specified in the
_________________________
Preliminary Statement.
Initial LIBOR Rate: 5.65625%.
__________________
Insurance Policy: With respect to any Mortgage Loan
________________
included in the Trust Fund, any insurance policy, including all
riders and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer
__________________
pursuant to any Insurance Policy, in each case other than any
amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured Expenses: Expenses covered by an Insurance
________________
Policy or any other insurance policy with respect to the Mortgage
Loans.
Interest Accrual Period: With respect to each Class of
_______________________
Delay Certificates, corresponding Subsidiary REMIC Regular
Interest and any Distribution Date, the calendar month prior to
the month of such Distribution Date. With respect to any
Non-Delay Certificates, corresponding Subsidiary REMIC Regular
Interest and any Distribution Date, the one month period
commencing on the 25th day of the month preceding the month in
which such Distribution Date occurs and ending on the 24th day of
the month in which such Distribution Date occurs.
Interest Determination Date: With respect to (a) any
___________________________
Interest Accrual Period for any LIBOR Certificates and (b) any
Interest Accrual Period for the COFI Certificates for which the
applicable Index is LIBOR, the second Business Day prior to the
first day of such Interest Accrual Period.
Interest Rate: With respect to each Subsidiary REMIC
_____________
Interest, the applicable rate set forth or calculated in the
manner described in the Preliminary Statement.
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.
LIBOR: The London interbank offered rate for one-month
_____
United States dollar deposits calculated in the manner described
in Section 4.06.
LIBOR Certificates: As specified in the Preliminary
__________________
Statement.
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-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.
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, Inc., a New
_______________
York corporation, 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 of such Distribution Date (prior to giving effect to any
Scheduled Payments due on such Mortgage Loan on such Due Date),
subject to reduction as provided in Section 3.14.
Master Servicing Fee Rate: With respect to each
_________________________
Mortgage Loan, 0.25% per annum.
Monthly Statement: The statement delivered to the
_________________
Certificateholders pursuant to Section 4.04.
Moody's: Moody's Investors Service, Inc., or any
_______
successor thereto. If Moody's 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 Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007,
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 transferred
______________
and assigned to the Trustee pursuant to the provisions hereof as
from time to time 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:
(i) the loan number;
(ii) the Mortgagor's name and the street address of
the Mortgaged Property, including the zip code;
(iii) the maturity date;
(iv) the original principal balance;
(v) the Cut-off Date Principal Balance;
(vi) the first payment date of the Mortgage Loan;
(vii) the Scheduled Payment in effect as of the Cut-
off Date;
(viii) the Loan-to-Value Ratio at origination;
(ix) a code indicating whether the residential
dwelling at the time of origination was represented to
be owner-occupied;
(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;
(xi) the Mortgage Rate;
(xii) the purpose for the Mortgage Loan;
(xiii) the type of documentation program pursuant to
which the Mortgage Loan was originated, and
(xiv) the Master Servicing Fee for the 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.
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.
_________
MR Interest: The sole class of "residual interest" in
___________
the Master REMIC.
National Cost of Funds Index: The National Monthly
____________________________
Median Cost of Funds Ratio to SAIF-Insured Institutions published
by the Office of Thrift Supervision.
Net Prepayment Interest Shortfalls: As to any
__________________________________
Distribution Date, the amount by which the aggregate of
Prepayment Interest Shortfalls during the related Prepayment
Period exceeds an amount equal to one-half of the aggregate
Master Servicing Fee for such Distribution Date before reduction
of the Master Servicing Fee in respect of such Prepayment
Interest Shortfalls.
Non-Delay Certificates: As specified in the
______________________
Preliminary Statement.
Non-Discount Mortgage Loan: Any Mortgage Loan with an
__________________________
Adjusted Net Mortgage Rate that is greater than or equal to the
Required Coupon.
Non-PO Formula Principal Amount: As to any
_______________________________
Distribution Date, the sum of the applicable Non-PO Percentage of
(a) the principal portion of each Scheduled Payment (without
giving effect, prior to the Bankruptcy Coverage Termination Date,
to any reductions thereof caused by any Debt Service Reductions
or Deficient Valuations) due on each Mortgage Loan on the related
Due Date, (b) the Stated Principal Balance of each Mortgage Loan
that was repurchased by the Seller or the Master Servicer
pursuant to this Agreement as of such Distribution Date, (c) the
Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan received with respect to such Distribution Date,
(d) any Insurance Proceeds or Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans that are not yet
Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect
to each Mortgage Loan that became a Liquidated Mortgage Loan
during the 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 received
during the related Prepayment Period.
Non-PO Percentage: As to any Discount Mortgage Loan, 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. As to any Non-
Discount Mortgage Loan, 100%.
Nonrecoverable Advance: Any portion of an Advance
______________________
previously made or proposed to be made by the Master Servicer
that, in the good faith judgment of the Master Servicer, will not
be ultimately recoverable by the Master Servicer from the related
Mortgagor, related Liquidation Proceeds or otherwise.
Notice of Final Distribution: The notice to be
____________________________
provided pursuant to Section 9.02 to the effect that final
distribution on any of the Certificates shall be made only upon
presentation and surrender thereof.
Notional Amount: With respect to any Distribution Date
_______________
and the Class X Certificates, the aggregate of the Stated
Principal Balances of the Non-Discount Mortgage Loans as of the
Due Date in the month of such Distribution Date (prior to giving
effect to any Scheduled Payments due on such Mortgage Loans on
such Due Date). With respect to any Distribution Date and the
Class A-5 Certificates, an amount equal to the aggregate Class
Certificate Balances of the Class A-1, Class A-2, Class A-3 and
Class A-4 Certificates on such Distribution Date prior to giving
effect to any distributions to be made on such date.
Notional Amount Certificates: As specified in the
____________________________
Preliminary Statement.
Offered Certificates: As specified in the Preliminary
____________________
Statement.
Officer's Certificate: A certificate (i) 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 or the Master Servicer, or (ii), 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.
Opinion of Counsel: A written opinion of counsel, who
__________________
may be counsel for 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 the Depositor and the
Master Servicer, (ii) not have any direct financial interest in
the Depositor or the Master Servicer or in any affiliate of
either, and (iii) not be connected with 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 Subordinated
Certificates, the corresponding percentage described below, as of
the Closing Date:
Class M 4.25%
Class B-1 2.50%
Class B-2 1.50%
Class B-3 0.90%
Class B-4 0.50%
Class B-5 0.35%
Original Mortgage Loan: The mortgage loan refinanced
______________________
in connection with the origination of a Refinancing Mortgage
Loan.
Original Subordinated Principal Balance: 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 and which did not become a Liquidated
Mortgage Loan prior to such Due Date.
Ownership Interest: As to any Residual Certificate,
__________________
any ownership interest in such Certificate including any interest
in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
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.
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 Moody's 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;
(v) demand or time deposits or certificates of deposit
issued by any bank or trust company or savings
institution to the extent that such deposits are fully
insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any
bank, insurance company or other corporation
containing, at the time of the issuance of such
agreements, such terms and conditions as will not
result in the downgrading or withdrawal of the rating
then assigned to the Certificates by either Rating Agency;
(vii) 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;
(viii) securities (other than stripped bonds, stripped
coupons or instruments sold at a purchase price in
excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any
corporation incorporated under the laws of the United
States or any state thereof which, at the time of such
investment, have one of the two highest ratings of each
Rating Agency (except if the Rating Agency is Moody's,
such rating shall be the highest commercial paper
rating of Moody's for any such securities), or such
lower rating 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;
(ix) units of a taxable money-market portfolio having
the highest rating assigned by each Rating Agency
(except if Fitch or Duff & Phelps 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
(x) such other 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, without regard to the guaranty provided by the
Policies, 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)
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 or any political
subdivision thereof, 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 unless such Person has furnished the transferor and
the Trustee with a duly completed Internal Revenue Service Form
4224, and (vi) 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 the 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, association, joint-stock company, trust,
unincorporated organization or government, or any agency or
political subdivision thereof.
Physical Certificate: As specified in the Preliminary
____________________
Statement.
Planned Balance: With respect to any Planned Principal
_______________
Classes and any Distribution Date appearing in Schedule IV
hereto, the applicable amount appearing opposite such Distribu-
tion Date for such respective Class.
Planned Principal Classes: As specified in the
_________________________
Preliminary Statement.
PO Formula Principal Amount: As to any Distribution
___________________________
Date, the sum of the applicable PO Percentage of (a) the
principal portion of each Scheduled Payment (without giving
effect, prior to the Bankruptcy Coverage Termination Date, to any
reductions thereof caused by any Debt Service Reductions or
Deficient Valuations) due on each Mortgage Loan on the related
Due Date, (b) the Stated Principal Balance of each Mortgage Loan
that was repurchased by the Seller or the Master Servicer
pursuant to this Agreement as of such Distribution Date, (c) the
Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan received with respect to such Distribution Date,
(d) any Insurance Proceeds or Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans that are not yet
Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect
to each Mortgage Loan that became a Liquidated Mortgage Loan
during the month preceding the calendar month of such
Distribution Date, the amount of Liquidation Proceeds allocable
to principal received during the month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f)
all Principal Prepayments received during the related Prepayment
Period; provided, however, that if a Bankruptcy Loss that is an
Excess Loss is sustained with respect to a Discount Mortgage Loan
that is not a Liquidated Mortgage Loan, the PO Formula Principal
Amount will be reduced on the related Distribution Date by the
applicable PO Percentage of the principal portion of such
Bankruptcy Loss.
PO Percentage: As to any Discount Mortgage Loan, a
_____________
fraction (expressed as a percentage) the numerator of which is
the excess of the Required Coupon over the Adjusted Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which
is the Required Coupon. As to any Non-Discount Mortgage Loan,
0%.
Pool Stated Principal Balance: As to any Distribution
_____________________________
Date, the aggregate of the Stated Principal Balances of the
Mortgage Loans which were Outstanding Mortgage Loans on the Due
Date in the month preceding the month of such Distribution Date.
Prepayment Interest Excess: As to any Principal Pre-
__________________________
payment 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 the Cut-off Date) 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, the
_________________
period from the 16th day of the calendar month preceding the
month of such Distribution Date (or, in the case of the first
Distribution Date, from the Cut-off Date) through the 15th of the
month of such Distribution Date.
Prepayment Shift Percentage: As to any Distribution
___________________________
Date occurring during the five years beginning on the first
Distribution Date, 0%. Thereafter, the Prepayment Shift
Percentage for any Distribution Date occurring on or after the
fifth anniversary of the first Distribution Date will be as
follows: for any Distribution Date in the first year thereafter,
30%; for any Distribution Date in the second year thereafter,
40%; for any Distribution Date in the third year thereafter, 60%;
for any Distribution Date in the fourth year thereafter, 80%; and
for any Distribution Date thereafter, 100%.
Primary Insurance Policy: Each policy of primary
________________________
mortgage guaranty insurance or any replacement policy therefor
with respect to any Mortgage Loan.
Primary Planned Principal Classes: 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.
Priority Amount: As to any Distribution Date, the
_______________
amount equal to the sum of (i) the product of (A) Scheduled
Principal Distribution Amounts, (B) the Shift Percentage and (C)
the Scheduled Priority Percentage, each as of such Distribution
Date and (ii) the product of (A) Unscheduled Principal
Distribution Amounts, (B) the Prepayment Shift Percentage, (C)
the Senior Prepayment Percentage and (D) the Unscheduled Priority
Percentage, each as of such Distribution Date.
Private Certificate: As specified in the Preliminary
___________________
Statement.
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 Supplement: The Prospectus Supplement dated
_____________________
November 21, 1997 relating to the Offered Certificates.
PUD: Planned Unit Development.
___
Purchase Price: With respect to any Mortgage Loan
______________
required to be purchased by the 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, and (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 the Seller and the Seller is 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.
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, 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. With respect to each Mortgage Loan which has become
the subject of a Debt Service Reduction and any Distribution
Date, the amount, if any, by which the principal portion of the
related Scheduled Payment has been reduced.
Recognition Agreement: With respect to any Cooperative
_____________________
Loan, an agreement between the Cooperative Corporation and the
originator of such Mortgage Loan which establishes the rights of
such originator in the Cooperative Property.
Record Date: With respect to any Distribution Date,
___________
the close of business on the last Business Day of the month
preceding the month in which such Distribution Date occurs.
Reference Bank: As defined in Section 4.05.
______________
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.
Relief Act: The Soldiers' and Sailors' Civil Relief
__________
Act of 1940, as amended.
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, 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.
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.
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: 7.25% per annum.
_______________
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).
__________________
Scheduled Balances: Not applicable.
__________________
Scheduled Classes: As specified in the Preliminary
_________________
Statement.
Scheduled Payment: The scheduled monthly payment on a
_________________
Mortgage Loan due on any Due Date allocable to principal and/or
interest on such Mortgage Loan which, unless otherwise specified
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 Amounts: As to any
________________________________________
Distribution Date, an amount equal to the sum of all amounts
described in clauses (a) through (d) of the definition of Non-PO
Formula Principal Amount for such Distribution Date; provided,
however, that if a Bankruptcy Loss that is an Excess Loss is
sustained with respect to a Mortgage Loan that is not a
Liquidated Mortgage Loan, the Scheduled Principal Distribution
Amounts will be reduced on the related Distribution Date by the
applicable Non-PO Percentage of the principal portion of such
Bankruptcy Loss.
Scheduled Priority Percentage: As to any Distribution
_____________________________
Date, a fraction, the numerator of which is equal to the Class
Certificate Balance of the Class A-11 Certificates on such
Distribution Date, and the denominator of which is equal to the
aggregate Class Certificate Balances of all Classes of
Certificates (other than the Class PO Certificates) on such
Distribution Date.
Secondary Planned Principal Clauses: As specified in
___________________________________
the Preliminary Statement.
Securities Act: The Securities Act of 1933, as
______________
amended.
Segment I Balance: As to any Distribution Date,
_________________
$25,000,000 minus the aggregate amount distributed to the Segment
I Group prior to such Distribution Date.
Segment I Group: A portion of the Class A-6
_______________
Certificates equal to 48.7179487179% of the initial Class
Certificate Balance thereof, a portion of the Class A-7
Certificates equal to 5.5911212994% of the initial Class
Certificate Balance thereof and a portion of the Class A-8
Certificates equal to 5.5911212994% of the initial Class
Certificate Balance thereof with respect to which distributions
are made in accordance with the Segment I Priority Rule.
Segment I Priority Rule: Distribution of principal of
_______________________
the Segment I Group made in the following order of priority:
concurrently, 76.00% to the Class A-6 Certificates,
19.3333332588% to the Class A-7 Certificates and 4.6666667412% to
the Class A-8 Certificates, until the aggregate amount of
$25,000,000 is distributed under this clause.
Segment II Balance: As to any Distribution Date,
__________________
$121,313,000 minus the aggregate amount distributed to the
Segment II Group prior to such Distribution Date.
Segment II Group: A portion of the Class A-6
________________
Certificates equal to 51.2820512821% of the initial Class
Certificate Balance thereof, a portion of the Class A-7
Certificates equal to 94.4088787006% of the initial Class
Certificate Balance thereof and a portion of the Class A-8
Certificates equal to 94.4088787006% of the initial Class
Certificate Balance thereof with respect to which distributions
are made in accordance with the Segment II Priority Rule.
Segment II Priority Rule: Distribution of principal of
________________________
the Segment II Group made in the following order of priority:
concurrently, 16.4862792941% to the Class A-6 Certificates,
67.2749414204% to the Class A-7 Certificates and 16.2387792856%
to the Class A-8 Certificates, until the aggregate amount of
$121,313,000 is distributed under this clause.
Seller: Countrywide Home Loans, Inc., a New York
______
corporation, and its successors and assigns, in its capacity as
seller of the Mortgage Loans to the Depositor.
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 Distribution Date, the
_________________
percentage equivalent of a fraction the numerator of which is the
aggregate of the Class Certificate Balances of each Class of
Senior Certificates (other than the Class PO Certificates) as of
such date and the denominator of which is the aggregate of the
Class Certificate Balances of all Classes of Certificates (other
than the Class PO Certificates) as of such date.
Senior Prepayment Percentage: For 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 Senior Percentage plus 70% of the Subordinated
Percentage for such Distribution Date; for any Distribution Date
in the second year thereafter, the Senior Percentage plus 60% of
the Subordinated Percentage for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior
Percentage plus 40% of the Subordinated Percentage for such
Distribution Date; for any Distribution Date in the fourth year
thereafter, the Senior Percentage plus 20% of the Subordinated
Percentage for such Distribution Date; and for any Distribution
Date thereafter, the Senior Percentage for such Distribution Date
(unless on any Distribution Date the Senior Percentage exceeds
the initial Senior Percentage, in which case the Senior
Prepayment Percentage for such Distribution Date will once again
equal 100%). Notwithstanding the foregoing, no decrease in the
Senior Prepayment Percentage will occur unless both of the Senior
Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any
____________________________________
Distribution Date, the sum of (i) the Senior Percentage of the
applicable Non-PO Percentage of all amounts described in clauses
(a) through (d) of the definition of "Non-PO Formula Principal
Amount" for such Distribution Date, (ii) with respect to each
Mortgage Loan that became a Liquidated Mortgage Loan during the
calendar month preceding the month of such Distribution Date, the
lesser of (x) the Senior Percentage of the applicable Non-PO
Percentage of the Stated Principal Balance of such Mortgage Loan
and (y) either (A) the Senior Prepayment Percentage or (B) if an
Excess Loss was sustained with respect to such Liquidated
Mortgage Loan during such prior calendar month, the Senior
Percentage, of the applicable Non-PO Percentage of the amount of
the Liquidation Proceeds allocable to principal received with
respect to such Mortgage Loan, and (iii) the Senior Prepayment
Percentage of the applicable Non-PO Percentage of the amounts
described in clause (f) of the definition of "Non-PO Formula
Principal Amount" for such Distribution Date.
Senior Step Down Conditions: As of the first
___________________________
Distribution Date as to which any decrease in the Senior
Prepayment Percentage applies, (i) the outstanding principal
balance of all Mortgage Loans delinquent 60 days or more
(averaged over the preceding six month period), as a percentage
of the aggregate principal balance of the Subordinate
Certificates on such Distribution Date, does not equal or exceed
50% and (ii) cumulative Realized Losses with respect to the
Mortgage Loans do not exceed (a) with respect to the Distribution
Date on the fifth anniversary of the first Distribution Date, 30%
of the Original Subordinated Principal Balance, (b) with respect
to the Distribution Date on the sixth anniversary of the first
Distribution Date, 35% of the Original Subordinated Principal
Balance, (c) with respect to the Distribution Date on the seventh
anniversary of the first Distribution Date, 40% of the Original
Subordinated Principal Balance, (d) with respect to the
Distribution Date on the eighth anniversary of the first
Distribution Date, 45% of the Original Subordinated Principal
Balance and (e) with respect to the Distribution Date on the
ninth anniversary of the first Distribution Date, 50% of the
Original Subordinated Principal Balance.
Servicing Advances: All customary, reasonable and
__________________
necessary "out of pocket" costs and expenses incurred in the
performance by the Master Servicer of its servicing obligations,
including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to the Master Servicer pursuant to Section
3.11 and any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Section
3.09.
Servicing Officer: Any officer of the Master Servicer
_________________
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and facsimile signature appear
on a list of servicing officers furnished to the Trustee by the
Master Servicer on the Closing Date pursuant to this Agreement,
as such list may from time to time be amended.
Shift Percentage: As of any Distribution Date
________________
occurring during the five years beginning on the first
Distribution Date, 0% and for each Distribution Date occurring on
or after the fifth anniversary of the first Distribution Date,
100%.
Special Hazard Coverage Termination Date: The point in
________________________________________
time at which the Special Hazard Loss Coverage Amount is reduced
to zero.
Special Hazard Loss: Any Realized Loss suffered by a
___________________
Mortgaged Property on account of direct physical loss but not
including (i) any loss of a type covered by a hazard insurance
policy or a flood insurance policy required to be maintained with
respect to such Mortgaged Property pursuant to Section 3.09 to
the extent of the amount of such loss covered thereby, or (ii)
any loss caused by or resulting from:
(a) normal wear and tear;
(b) fraud, conversion or other dishonest act on the
part of the Trustee, the Master Servicer or any of their
agents or employees (without regard to any portion of the
loss not covered by any errors and omissions policy);
(c) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a part
thereof ensues and then only for the ensuing loss;
(d) nuclear or chemical reaction or nuclear radiation
or radioactive or chemical contamination, all whether
controlled or uncontrolled, and whether such loss be direct
or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered
by the definition of the term "Special Hazard Loss";
(e) hostile or warlike action in time of peace and
war, including action in hindering, combating or defending
against an actual, impending or expected attack:
1. by any government or sovereign power, de jure
or de facto, or by any authority maintaining or using
military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(f) any weapon of war employing nuclear fission,
fusion or other radioactive force, whether in time of peace
or war; or
(g) insurrection, rebellion, revolution, civil war,
usurped power or action taken by governmental authority in
hindering, combating or defending against such an
occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government
or public authority or risks of contraband or illegal
transportation or trade.
Special Hazard Loss Coverage Amount: With respect to
___________________________________
the first Distribution Date, $4,594,235. With respect to any
Distribution Date after the first Distribution Date, the lesser
of (a) the greatest of (i) 1% of the aggregate of the principal
balances of the Mortgage Loans, (ii) twice the principal balance
of the largest Mortgage Loan and (iii) the aggregate of the
principal balances of all Mortgage Loans secured by Mortgaged
Properties located in the single California postal zip code area
having the highest aggregate principal balance of any such zip
code area and (b) the Special Hazard Loss Coverage Amount as of
the Closing Date less the amount, if any, of Special Hazard
Losses allocated to the Certificates since the Closing Date. All
principal balances for the purpose of this definition will be
calculated as of the first day of the calendar month preceding
the month of such Distribution Date after giving effect to
Scheduled Payments on the Mortgage Loans then due, whether or not
paid.
Special Hazard Mortgage Loan: A Liquidated Mortgage
____________________________
Loan as to which a Special Hazard Loss has occurred.
SR Interest: The sole class of "residual interest" in
___________
the Subsidiary REMIC.
S&P: Standard & Poor's Ratings Group, a division of
___
McGraw-Hill 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 Ratings
Group, 26 Broadway, 15th Floor, New York, New York 10004,
Attention: Mortgage Surveillance Monitoring, or such other
address as S&P may hereafter furnish to the Depositor and the
Master Servicer.
Startup Day: The Closing Date.
___________
Stated Principal Balance: As to any Mortgage Loan and
________________________
Due Date, the unpaid principal balance of such Mortgage Loan as
of such Due Date as specified in the amortization schedule at the
time relating thereto (before any adjustment to such amortization
schedule by reason of any moratorium or similar waiver or grace
period) after giving effect to any previous partial Principal
Prepayments and Liquidation Proceeds allocable to principal
(other than with respect to any Liquidated Mortgage Loan) and to
the payment of principal due on such Due Date and irrespective of
any delinquency in payment by the related Mortgagor.
Streamlined Documentation Mortgage Loan: Any Mortgage
_______________________________________
Loan originated pursuant to the Seller's Streamlined Loan
Documentation Program then in effect.
Subordinated Certificates: As specified in the
_________________________
Preliminary Statement.
Subordinated Percentage: As to any Distribution Date,
_______________________
100% minus the Senior Percentage for such Distribution Date.
Subordinated Prepayment Percentage: As to any
__________________________________
Distribution Date, 100% minus the Senior Prepayment Percentage
for such Distribution Date.
Subordinated Principal Distribution Amount: With
__________________________________________
respect to any Distribution Date, an amount equal to (A) the sum
of (i) the Subordinated Percentage of the applicable Non-PO
Percentage of all amounts described in clauses (a) through (d) of
the definition of "Non-PO Formula Principal Amount" for such
Distribution Date, (ii) with respect to each Mortgage Loan that
became a Liquidated Mortgage Loan during the calendar month
preceding the month of such Distribution Date, the applicable
Non-PO Percentage of the amount of the Liquidation Proceeds
allocated to principal received with respect thereto remaining
after application thereof pursuant to clause (ii) of the
definition of Senior Principal Distribution Amount up to the
Subordinated Percentage of the applicable Non-PO Percentage of
the Stated Principal Balance of such Mortgage Loan and (iii) the
Subordinated Prepayment Percentage of the applicable Non-PO
Percentage of all amounts described in clause (f) of the
definition of "Non-PO Formula Principal Amount" for such
Distribution Date reduced by (B) the amount of any payments in
respect of Class PO Deferred Amounts on the related Distribution
Date.
Subservicer: Any person to whom the Master Servicer
___________
has contracted for the servicing of all or a portion of the
Mortgage Loans pursuant to Section 3.02 hereof.
Subsidiary REMIC: As described in the Preliminary
________________
Statement.
Subsidiary REMIC Interest: Any one of the Subsidiary
_________________________
REMIC Regular Interests or the SR Interest.
Subsidiary REMIC Regular Interest: Any one of the
_________________________________
"regular interests" in the Subsidiary REMIC described in the
Preliminary Statement.
Substitute Mortgage Loan: A Mortgage Loan substituted
________________________
by the Seller for a Deleted Mortgage Loan which must, on the date
of such substitution, as confirmed in a Request for Release,
substantially in the form of Exhibit M, (i) have a Stated
Principal Balance, after deduction of the principal portion of
the Scheduled Payment due in the month of substitution, not in
excess of, and not more than 10% less than the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) be accruing interest
at a rate no lower than and not more than 1% per annum higher
than, that of the Deleted Mortgage Loan; (iii) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (iv) have a remaining term to maturity no greater than (and
not more than one year less than that of) the Deleted Mortgage
Loan; (v) not be a Cooperative Loan unless the Deleted Mortgage
Loan was a Cooperative Loan and (vi) comply with each
representation and warranty set forth in Section 2.03 hereof.
Substitution Adjustment Amount: The meaning ascribed
______________________________
to such term pursuant to Section 2.03.
Support Classes: As specified in the Preliminary
_______________
Statement.
Targeted Balance: With respect to any Targeted
________________
Principal Classes and any Distribution Date appearing in Schedule
IV hereto, the applicable amount appearing opposite such
Distribution Date for such respective Class in Schedule IV
hereto.
Targeted Principal Classes: As specified in the
__________________________
Preliminary Statement.
Tax Matters Person: The person designated as "tax
__________________
matters person" in the manner provided under Treasury regulation
1.860F-4(d) and temporary Treasury regulation
301.6231(a)(7)1T. Initially, the Tax Matters Person shall be
the Trustee.
Tax Matters Person Certificate: The Class A-R
______________________________
Certificate with a Denomination of $0.05.
Transfer: Any direct or indirect transfer or sale of
________
any Ownership Interest in a Residual Certificate.
Trustee: The Bank of New York and its successors and,
_______
if a successor trustee is appointed hereunder, such successor.
Trustee Fee: As to any Distribution Date, an amount
___________
equal to one-twelfth of the Trustee Fee Rate multiplied by the
Pool Stated Principal Balance with respect to such Distribution
Date.
Trustee Fee Rate: With respect to each Mortgage Loan,
________________
the per annum rate agreed upon in writing on or prior to the
Closing Date by the Trustee and the Depositor.
Trust Fund: The corpus of the trust created hereunder
__________
consisting of (i) the Mortgage Loans and all interest and
principal received on or with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date
Principal Balance thereof; (ii) the Certificate Account and the
Distribution Account and all amounts deposited therein pursuant
to the applicable provisions of this Agreement; (iii) property
that secured a Mortgage Loan and has been acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise; and (iv)
all proceeds of the conversion, voluntary or involuntary, of any
of the foregoing.
Unscheduled Priority Percentage: As to any Distribution
_______________________________
Date, a fraction, the numerator of which is equal to the Class
Certificate Balance of the Class A-11 Certificates on such
Distribution Date and the denominator of which is equal to the
aggregate of the Class Certificate Balances of the Senior
Certificates (other than the Class PO Certificates) on such
Distribution Date.
Unscheduled Principal Distribution Amounts: As to any
__________________________________________
Distribution Date, an amount equal to the sum of (i) with respect
to each Mortgage Loan that became a Liquidated Mortgage Loan
during the calendar month preceding the month of such
Distribution Date, the Non-PO Percentage of the Liquidation
Proceeds allocable to principal received with respect to such
Mortgage Loan and (ii) the applicable Non-PO Percentage of the
amount described in clause (f) of the definition of "Non-PO
Formula Principal Amount" for such Distribution Date.
Voting Rights: The portion of the voting rights of all
_____________
of the Certificates which is allocated to any Certificate. As of
any date of determination, (a) 1% of all Voting Rights shall be
allocated to each Class of Notional Amount Certificates, if any
(such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their
respective Percentage Interests), and (b) the remaining Voting
Rights (or 100% of the Voting Rights if there is no Class of
Notional Amount Certificates) shall be allocated among Holders of
the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such
date.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Mortgage Loans.
____________________________
(a) The Seller, concurrently with the execution and
delivery hereof, hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, all the
right, title and interest of the Seller in and to the Mortgage
Loans, including all interest and principal received or
receivable by the Seller on or with respect to the Mortgage Loans
after the Cut-off Date and all interest and principal payments on
the Mortgage Loans received prior to the Cut-off Date in respect
of installments of interest and principal due thereafter, but not
including payments of principal and interest due and payable on
the Mortgage Loans on or before the Cut-off Date. On or prior to
the Closing Date, the Seller shall deliver to the Depositor or,
at the Depositor's direction, to the Trustee or other designee of
the Depositor, the Mortgage File for each Mortgage Loan listed in
the Mortgage Loan Schedule. Such delivery of the Mortgage Files
shall be made against payment by the Depositor of the purchase
price, previously agreed to by the Seller and Depositor, for the
Mortgage Loans. With respect to any Mortgage Loan that does not
have a first payment date on or before the Due Date in the month
of the first Distribution Date, the Seller shall deposit into the
Distribution Account on or before the Distribution Account
Deposit Date relating to the first Distribution Date, an amount
equal to one month's interest at the related Adjusted Mortgage
Rate on the Cut-off Date Principal Balance of such Mortgage Loan.
(b) The Depositor, concurrently with the execution and
delivery hereof, hereby sells, transfers, assigns, sets over and
otherwise conveys to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and
interest of the Depositor in and to the Trust Fund together with
the Depositor's right to require the Seller to cure any breach of
a representation or warranty made herein by the Seller or to
repurchase or substitute for any affected Mortgage Loan in
accordance herewith.
(c) In connection with the transfer and assignment set
forth in clause (b) above, the Depositor has delivered or caused
to be delivered to the Trustee for the benefit of the
Certificateholders the following documents or instruments with
respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note endorsed by manual
or facsimile signature in blank in the following form:
"Pay to the order of ____________ without recourse,"
with all intervening endorsements showing a complete
chain of endorsement from the originator to the Person
endorsing it to the Trustee (each such endorsement
being sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
provided that for no more than ten Mortgage Loans the
Seller may deliver a lost note affidavit in lieu of the
lost original Mortgage Note.
(ii) except as provided below, the original
recorded Mortgage or a copy of such Mortgage certified
by the Seller as being a true and complete copy of the
Mortgage;
(iii) a duly executed assignment of the Mortgage
(which may be included in a blanket assignment or
assignments), together with, except as provided below,
all interim recorded assignments of such mortgage (each
such assignment, when duly and validly completed, to be
in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof,
under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been
________
returned from the applicable public recording office,
such assignment of the Mortgage may exclude the
information to be provided by the recording office;
(iv) the original or copies of each assumption,
modification, written assurance or substitution
agreement, if any;
(v) except as provided below, the original or
duplicate original lender's title policy and all riders
thereto; and
(vi) in the case of a Cooperative Loan, the
originals of the following documents or instruments:
(a) The Coop Shares, together with a stock power
in blank;
(b) The executed Security Agreement;
(c) The executed Proprietary Lease;
(d) The executed Recognition Agreement;
(e) The executed assignment of Recognition
Agreement;
(f) The executed UCC-1 financing statement with
evidence of recording thereon which have been
filed in all places required to perfect the
Seller's interest in the Coop Shares and the
Proprietary Lease; and
(g) Executed UCC-3 financing statements or other
appropriate UCC financing statements required by
state law, evidencing a complete and unbroken line
from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for
recordation).
In the event that in connection with any Mortgage Loan
the Depositor cannot deliver (a) the original recorded Mortgage,
(b) all interim recorded assignments or (c) the lender's title
policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii) or (v) above, respectively,
concurrently with the execution and delivery hereof because such
document or documents have not been returned from the applicable
public recording office in the case of clause (ii) or (iii)
above, or because the title policy has not been delivered to
either the Master Servicer or the Depositor by the applicable
title insurer in the case of clause (v) above, the Depositor
shall promptly deliver to the Trustee, in the case of clause (ii)
or (iii) above, such original Mortgage or such interim
assignment, as the case may be, with evidence of recording
indicated thereon upon receipt thereof from the public recording
office, or a copy thereof, certified, if appropriate, by the
relevant recording office, but in no event shall any such
delivery of the original Mortgage and each such interim
assignment or a copy thereof, certified, if appropriate, by the
relevant recording office, be made later than one year following
the Closing Date, or, in the case of clause (v) above, no later
than 120 days following the Closing Date; provided, however, in
________ _______
the event the Depositor is unable to deliver by such date each
Mortgage and each such interim assignment by reason of the fact
that any such documents have not been returned by the appropriate
recording office, or, in the case of each such interim
assignment, because the related Mortgage has not been returned by
the appropriate recording office, the Depositor shall deliver
such documents to the Trustee as promptly as possible upon
receipt thereof and, in any event, within 720 days following the
Closing Date. The Depositor shall forward or cause to be
forwarded to the Trustee (a) from time to time additional
original documents evidencing an assumption or modification of a
Mortgage Loan and (b) any other documents required to be
delivered by the Depositor or the Master Servicer to the Trustee.
In the event that the original Mortgage is not delivered and in
connection with the payment in full of the related Mortgage Loan
and the public recording office requires the presentation of a
"lost instruments affidavit and indemnity" or any equivalent
document, because only a copy of the Mortgage can be delivered
with the instrument of satisfaction or reconveyance, the Master
Servicer shall execute and deliver or cause to be executed and
delivered such a document to the public recording office. In the
case where a public recording office retains the original
recorded Mortgage or in the case where a Mortgage is lost after
recordation in a public recording office, the Seller shall
deliver to the Trustee a copy of such Mortgage certified by such
public recording office to be a true and complete copy of the
original recorded Mortgage.
As promptly as practicable subsequent to such transfer
and assignment, and in any event, within thirty (30) days
thereafter, the Trustee shall (i) affix the Trustee's name to
each assignment of Mortgage, as the assignee thereof, (ii) cause
such assignment to be in proper form for recording in the
appropriate public office for real property records and (iii)
cause to be delivered for recording in the appropriate public
office for real property records the assignments of the Mortgages
to the Trustee, except that, with respect to any assignments of
Mortgage as to which the Trustee has not received the information
required to prepare such assignment in recordable form, the
Trustee's obligation to do so and to deliver the same for such
recording shall be as soon as practicable after receipt of such
information and in any event within thirty (30) days after
receipt thereof and that the Trustee need not cause to be
recorded any assignment which relates to a Mortgage Loan (a) the
Mortgaged Property and Mortgage File relating to which are
located in California or (b) in any other jurisdiction under the
laws of which, as evidenced by an Opinion of Counsel delivered by
the Seller (at the Seller's expense) to the Trustee, the
recordation of such assignment is not necessary to protect the
Trustee's and the Certificateholders' interest in the related
Mortgage Loan.
In the case of Mortgage Loans that have been prepaid in
full as of the Closing Date, the Depositor, in lieu of delivering
the above documents to the Trustee, will deposit in the
Certificate Account the portion of such payment that is required
to be deposited in the Certificate Account pursuant to Section
3.08 hereof.
SECTION 2.02. Acceptance by Trustee of the Mortgage
_____________________________________
Loans.
_____
The Trustee acknowledges receipt of the documents
identified in the Initial Certification in the form annexed
hereto as Exhibit G and declares that it holds and will hold such
documents and the other documents delivered to it constituting
the Mortgage Files, and that it holds or will hold such other
assets as are included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future
Certificateholders. The Trustee acknowledges that it will
maintain possession of the Mortgage Notes in the State of
California, unless otherwise permitted by the Rating Agencies.
The Trustee agrees to execute and deliver on the
Closing Date to the Depositor, the Master Servicer and the Seller
an Initial Certification in the form annexed hereto as Exhibit G.
Based on its review and examination, and only as to the documents
identified in such Initial Certification, the Trustee
acknowledges that such documents appear regular on their face and
relate to such Mortgage Loan. The Trustee shall be under no duty
or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded in the real
estate records or that they are other than what they purport to
be on their face.
Not later than 90 days after the Closing Date, the
Trustee shall deliver to the Depositor, the Master Servicer and
the Seller a Final Certification in the form annexed hereto as
Exhibit H, with any applicable exceptions noted thereon.
If, in the course of such review, the Trustee finds any
document constituting a part of a Mortgage File which does not
meet the requirements of Section 2.01, the Trustee shall list
such as an exception in the Final Certification; provided,
however that the Trustee shall not make any determination as to
whether (i) any endorsement is sufficient to transfer all right,
title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note or (ii) any
assignment is in recordable form or is sufficient to effect the
assignment of and transfer to the assignee thereof under the
mortgage to which the assignment relates. The Seller shall
promptly correct or cure such defect within 90 days from the date
it was so notified of such defect and, if the Seller does not
correct or cure such defect within such period, the Seller shall
either (a) substitute for the related Mortgage Loan a Substitute
Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03,
or (b) purchase such Mortgage Loan from the Trustee within 90
days from the date the Seller was notified of such defect in
writing at the Purchase Price of such Mortgage Loan; provided,
________
however, that in no event shall such substitution or purchase
_______
occur more than 540 days from the Closing Date, except that if
the substitution or purchase of a Mortgage Loan pursuant to this
provision is required by reason of a delay in delivery of any
documents by the appropriate recording office, and there is a
dispute between either the Master Servicer or the Seller and the
Trustee over the location or status of the recorded document,
then such substitution or purchase shall occur within 720 days
from the Closing Date. The Trustee shall deliver written notice
to each Rating Agency within 270 days from the Closing Date
indicating each Mortgage Loan (a) which has not been returned by
the appropriate recording office or (b) as to which there is a
dispute as to location or status of such Mortgage Loan. Such
notice shall be delivered every 90 days thereafter until the
related Mortgage Loan is returned to the Trustee. Any such
substitution pursuant to (a) above or purchase pursuant to (b)
above shall not be effected prior to the delivery to the Trustee
of the Opinion of Counsel required by Section 2.05 hereof, if
any, and any substitution pursuant to (a) above shall not be
effected prior to the additional delivery to the Trustee of a
Request for Release substantially in the form of Exhibit N. No
substitution is permitted to be made in any calendar month after
the Determination Date for such month. The Purchase Price for
any such Mortgage Loan shall be deposited by the Seller in the
Certificate Account on or prior to the Distribution Account
Deposit Date for the Distribution Date in the month following the
month of repurchase and, upon receipt of such deposit and
certification with respect thereto in the form of Exhibit N
hereto, the Trustee shall release the related Mortgage File to
the Seller and shall execute and deliver at the Seller's request
such instruments of transfer or assignment prepared by the
Seller, in each case without recourse, as shall be necessary to
vest in the Seller, or a designee, the Trustee's interest in any
Mortgage Loan released pursuant hereto.
The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and
conditions set forth herein. The Master Servicer shall promptly
deliver to the Trustee, upon the execution or receipt thereof,
the originals of such other documents or instruments constituting
the Mortgage File as come into the possession of the Master
Servicer from time to time.
It is understood and agreed that the obligation of the
Seller to substitute for or to purchase any Mortgage Loan which
does not meet the requirements of Section 2.01 above shall
constitute the sole remedy respecting such defect available to
the Trustee, the Depositor and any Certificateholder against the
Seller.
SECTION 2.03. Representations, Warranties and
_______________________________
Covenants of the Seller and Master
__________________________________
Servicer.
________
(a) Countrywide Home Loans, Inc., in its capacities as
Seller and Master Servicer, hereby makes the representations and
warranties set forth in Schedule II hereto, and by this reference
incorporated herein, to the Depositor and the Trustee, as of the
Closing Date, or if so specified therein, as of the Cut-off Date.
(b) The Seller, in its capacity as Seller, hereby
makes the representations and warranties set forth in Schedule
III hereto, and by this reference incorporated herein, to the
Depositor and the Trustee, as of the Closing Date, or if so
specified therein, as of the Cut-off Date.
(c) Upon discovery by any of the parties hereto of a
breach of a representation or warranty made pursuant to Section
2.03(b) that materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt notice thereof to the
other parties. The Seller hereby covenants that within 90 days
of the earlier of its discovery or its receipt of written notice
from any party of a breach of any representation or warranty made
pursuant to Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders in any Mortgage
Loan, it shall cure such breach in all material respects, and if
such breach is not so cured, shall, (i) if such 90-day period
expires prior to the second anniversary of the Closing Date,
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the
_____________________
Trust Fund and substitute in its place a Substitute Mortgage
Loan, in the manner and subject to the conditions set forth in
this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at the Purchase Price in the
manner set forth below; provided, however, that any such
________ _______
substitution pursuant to (i) above shall not be effected prior to
the delivery to the Trustee of the Opinion of Counsel required by
Section 2.05 hereof, if any, and any such substitution pursuant
to (i) above shall not be effected prior to the additional
delivery to the Trustee of a Request for Release substantially in
the form of Exhibit N and the Mortgage File for any such
Substitute Mortgage Loan. In connection with any obligation of
the Seller to repurchase or substitute an affected Mortgage Loan
pursuant to this Section 2.03 as a result of material damage to
the related Mortgaged Property attributable to the Flood, the
Seller agrees to use its best efforts to effect a substitution of
such affected Mortgage Loan pursuant to clause (i) above. The
Seller shall promptly reimburse the Master Servicer and the
Trustee for any expenses reasonably incurred by the Master
Servicer or the Trustee in respect of enforcing the remedies for
such breach. With respect to the representations and warranties
described in this Section which are made to the best of the
Seller's knowledge, if it is discovered by either the Depositor,
the Seller or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related
Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding the Seller's lack of knowledge with respect to
the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or
warranty.
With respect to any Substitute Mortgage Loan or Loans,
the Seller shall deliver to the Trustee for the benefit of the
Certificateholders the Mortgage Note, the Mortgage, the related
assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01, with the Mortgage
Note endorsed and the Mortgage assigned as required by Section
2.01. No substitution is permitted to be made in any calendar
month after the Determination Date for such month. Scheduled
Payments due with respect to Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and
will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions
to Certificateholders will include the monthly payment due on any
Deleted Mortgage Loan for such month and thereafter the Seller
shall be entitled to retain all amounts received in respect of
such Deleted Mortgage Loan. The Master Servicer shall amend the
Mortgage Loan Schedule for the benefit of the Certificateholders
to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee. Upon such substitution, the Substitute Mortgage
Loan or Loans shall be subject to-the terms of this Agreement in
all respects, and the Seller shall be deemed to have made with
respect to such Substitute Mortgage Loan or Loans, as of the date
of substitution, the representations and warranties made pursuant
to Section 2.03(b) with respect to such Mortgage Loan. Upon any
such substitution and the deposit to the Certificate Account of
the amount required to be deposited therein in connection with
such substitution as described in the following paragraph, the
Trustee shall release the Mortgage File held for the benefit of
the Certificateholders relating to such Deleted Mortgage Loan to
the Seller and shall execute and deliver at the Seller's
direction such instruments of transfer or assignment prepared by
the Seller, in each case without recourse, as shall be necessary
to vest title in the Seller, or its designee, the Trustee's
interest in any Deleted Mortgage Loan substituted for pursuant to
this Section 2.03.
For any month in which the Seller substitutes one or
more Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer will determine the amount (if any) by
which the aggregate principal balance of all such Substitute
Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (after application of the scheduled principal portion of
the monthly payments due in the month of substitution). The
amount of such shortage (the "Substitution Adjustment Amount")
______________________________
plus an amount equal to the aggregate of any unreimbursed
Advances with respect to such Deleted Mortgage Loans shall be
deposited in the Certificate Account by the Seller on or before
the Distribution Account Deposit Date for the Distribution Date
in the month succeeding the calendar month during which the
related Mortgage Loan became required to be purchased or replaced
hereunder.
In the event that the Seller shall have repurchased a
Mortgage Loan, the Purchase Price therefor shall be deposited in
the Certificate Account pursuant to Section 3.05 on or before the
Distribution Account Deposit Date for the Distribution Date in
the month following the month during which the Seller became
obligated hereunder to repurchase or replace such Mortgage Loan
and upon such deposit of the Purchase Price, the delivery of the
Opinion of Counsel required by Section 2.05 and receipt of a
Request for Release in the form of Exhibit N hereto, the Trustee
shall release the related Mortgage File held for the benefit of
the Certificateholders to such Person, and the Trustee shall
execute and deliver at such Person's direction such instruments
of transfer or assignment prepared by such Person, in each case
without recourse, as shall be necessary to transfer title from
the Trustee. It is understood and agreed that the obligation
under this Agreement of any Person to cure, repurchase or replace
any Mortgage Loan as to which a breach has occurred and is
continuing shall constitute the sole remedy against such Persons
respecting such breach available to Certificateholders, the
Depositor or the Trustee on their behalf.
The representations and warranties made pursuant to
this Section 2.03 shall survive delivery of the respective
Mortgage Files to the Trustee for the benefit of the
Certificateholders.
SECTION 2.04. Representations and Warranties of the
_____________________________________
Depositor as to the Mortgage Loans.
__________________________________
The Depositor hereby represents and warrants to the
Trustee with respect to each Mortgage Loan as of the date hereof
or such other date set forth herein that as of the Closing Date,
and following the transfer of the Mortgage Loans to it by the
Seller, the Depositor had good title to the Mortgage Loans and
the Mortgage Notes were subject to no offsets, defenses or
counterclaims.
The Depositor hereby assigns, transfers and conveys to
the Trustee all of its rights with respect to the Mortgage Loans
including, without limitation, the representations and warranties
of the Seller made pursuant to Section 2.03(b) hereof, together
with all rights of the Depositor to require the Seller to cure
any breach thereof or to repurchase or substitute for any
affected Mortgage Loan in accordance with this Agreement.
It is understood and agreed that the representations
and warranties set forth in this Section 2.04 shall survive
delivery of the Mortgage Files to the Trustee. Upon discovery by
the Depositor or the Trustee of a breach of any of the foregoing
representations and warranties set forth in this Section 2.04
(referred to herein as a "breach"), which breach materially and
adversely affects the interest of the Certificateholders, the
party discovering such breach shall give prompt written notice to
the others and to each Rating Agency.
SECTION 2.05. Delivery of Opinion of Counsel in
_________________________________
Connection with Substitutions.
_____________________________
(a) Notwithstanding any contrary provision of this
Agreement, no substitution pursuant to Section 2.02 or Section
2.03 shall be made more than 90 days after the Closing Date
unless the Seller delivers to the Trustee an Opinion of Counsel,
which Opinion of Counsel shall not be at the expense of either
the Trustee or the Trust Fund, addressed to the Trustee, to the
effect that such substitution will not (i) result in the
imposition of the tax on "prohibited transactions" on the Trust
Fund or contributions after the Startup Date, as defined in
Sections 860F(a)(2) and 860G(d) of the Code, respectively, or
(ii) cause the Trust Fund to fail to qualify as a REMIC at any
time that any Certificates are outstanding.
(b) Upon discovery by the Depositor, the Seller, the
Master Servicer, or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, the party discovering such fact shall
promptly (and in any event within five (5) Business Days of
discovery) give written notice thereof to the other parties. In
connection therewith, the Trustee shall require the Seller, at
the Seller's option, to either (i) substitute, if the conditions
in Section 2.03(c) with respect to substitutions are satisfied, a
Substitute Mortgage Loan for the affected Mortgage Loan, or (ii)
repurchase the affected Mortgage Loan within 90 days of such
discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty made pursuant to Section
2.03. The Trustee shall reconvey to the Seller the Mortgage Loan
to be released pursuant hereto in the same manner, and on the
same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty contained
in Section 2.03.
SECTION 2.06. Execution and Delivery of Certificates.
______________________________________
The Trustee acknowledges the transfer and assignment to
it of the Trust Fund and, concurrently with such transfer and
assignment, has executed and delivered to or upon the order of
the Depositor, the Certificates in authorized denominations
evidencing directly or indirectly the entire ownership of the
Trust Fund. The Trustee agrees to hold the Trust Fund and
exercise the rights referred to above for the benefit of all
present and future Holders of the Certificates and to perform the
duties set forth in this Agreement to the best of its ability, to
the end that the interests of the Holders of the Certificates may
be adequately and effectively protected.
SECTION 2.07. REMIC Matters.
_____________
The Preliminary Statement sets forth the designations
and "latest possible maturity date" for federal income tax
purposes of all interests created hereby. The "Startup Day" for
purposes of the REMIC Provisions shall be the Closing Date. The
"tax matters person" with respect to each REMIC hereunder shall
be the Trustee and the Trustee shall hold the Tax Matters Person
Certificate. Each REMIC's fiscal year shall be the
calendar year.
SECTION 2.08. Covenants of the Master Servicer.
________________________________
The Master Servicer hereby covenants to the
Depositor and the Trustee as follows:
(a) the Master Servicer shall comply in the
performance of its obligations under this Agreement with all
reasonable rules and requirements of the insurer under each
Required Insurance Policy; and
(b) no written information, certificate of an officer,
statement furnished in writing or written report delivered
to the Depositor, any affiliate of the Depositor or the
Trustee and prepared by the Master Servicer pursuant to this
Agreement will contain any untrue statement of a material
fact or omit to state a material fact necessary to make such
information, certificate, statement or report not
misleading.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Service Mortgage
___________________________________
Loans.
_____
For and on behalf of the Certificateholders, the Master
Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and customary and
usual standards of practice of prudent mortgage loan servicers.
In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or
through Subservicers as provided in Section 3.02 hereof, to do or
cause to be done any and all things that it may deem necessary or
desirable in connection with such servicing and administration,
including but not limited to, the power and authority, subject to
the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers
and other instruments and documents, (ii) to consent to transfers
of any Mortgaged Property and assumptions of the Mortgage Notes
and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds and other
Liquidation Proceeds, and (iv) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing
any Mortgage Loan; provided that the Master Servicer shall not
________
take any action that is inconsistent with or prejudices the
interests of the Trust Fund or the Certificateholders in any
Mortgage Loan or the rights and interests of the Depositor, the
Trustee and the Certificateholders under this Agreement. The
Master Servicer shall represent and protect the interests of the
Trust Fund in the same manner as it protects its own interests in
mortgage loans in its own portfolio in any claim, proceeding or
litigation regarding a Mortgage Loan, and shall not make or
permit any modification, waiver or amendment of any Mortgage Loan
which would cause the Trust Fund to fail to qualify as a REMIC or
result in the imposition of any tax under Section 860F(a) or
Section 860G(d) of the Code. Without limiting the generality of
the foregoing, the Master Servicer, in its own name or in the
name of the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to
execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to
the Mortgage Loans, and with respect to the Mortgaged Properties
held for the benefit of the Certificateholders. The Master
Servicer shall prepare and deliver to the Depositor and/or the
Trustee such documents requiring execution and delivery by either
or both of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans to
the extent that the Master Servicer is not permitted to execute
and deliver such documents pursuant to the preceding sentence.
Upon receipt of such documents, the Depositor and/or the Trustee
shall execute such documents and deliver them to the Master
Servicer.
In accordance with the standards of the preceding
paragraph, the Master Servicer shall advance or cause to be
advanced funds as necessary for the purpose of effecting the
payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.06,
and further as provided in Section 3.08. The costs incurred by
the Master Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related
insurance premiums shall not, for the purpose of calculating
monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit.
SECTION 3.02. Subservicing; Enforcement of the
________________________________
Obligations of Servicers.
________________________
(a) The Master Servicer may arrange for the
subservicing of any Mortgage Loan by a Subservicer pursuant to a
subservicing agreement; provided, however, that such subservicing
________ _______
arrangement and the terms of the related subservicing agreement
must provide for the servicing of such Mortgage Loans in a manner
consistent with the servicing arrangements contemplated
hereunder. Unless the context otherwise requires, references in
this Agreement to actions taken or to be taken by the Master
Servicer in servicing the Mortgage Loans include actions taken or
to be taken by a Subservicer on behalf of the Master Servicer.
Notwithstanding the provisions of any subservicing agreement, any
of the provisions of this Agreement relating to agreements or
arrangements between the Master Servicer and a Subservicer or
reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the
servicing and administration of the Mortgage Loans in accordance
with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such subservicing agreements
or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and
administering the Mortgage Loans. All actions of each
Subservicer performed pursuant to the related subservicing
agreement shall be performed as an agent of the Master Servicer
with the same force and effect as if performed directly by the
Master Servicer.
(b) For purposes of this Agreement, the Master
Servicer shall be deemed to have received any collections,
recoveries or payments with respect to the Mortgage Loans that
are received by a Subservicer regardless of whether such payments
are remitted by the Subservicer to the Master Servicer.
SECTION 3.03. Rights of the Depositor and the Trustee
_______________________________________
in Respect of the Master Servicer.
_________________________________
The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder and in
connection with any such defaulted obligation to exercise the
related rights of the Master Servicer hereunder; provided that
________
the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the
Depositor or its designee. Neither the Trustee nor the Depositor
shall have any responsibility or liability for any action or
failure to act by the Master Servicer nor shall the Trustee or
the Depositor be obligated to supervise the performance of the
Master Servicer hereunder or otherwise.
SECTION 3.04. Trustee to Act as Master Servicer.
_________________________________
In the event that the Master Servicer shall for any
reason no longer be the Master Servicer hereunder (including by
reason of an Event of Default), the Trustee or its successor
shall thereupon assume all of the rights and obligations of the
Master Servicer hereunder arising thereafter (except that the
Trustee shall not be (i) liable for losses of the Master Servicer
pursuant to Section 3.09 hereof or any acts or omissions of the
predecessor Master Servicer hereunder), (ii) obligated to make
Advances if it is prohibited from doing so by applicable law,
(iii) obligated to effectuate repurchases or substitutions of
Mortgage Loans hereunder including, but not limited to,
repurchases or substitutions of Mortgage Loans pursuant to
Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the
Master Servicer pursuant to Section 2.03 or (v) deemed to have
made any representations and warranties of the Master Servicer
hereunder). Any such assumption shall be subject to Section 7.02
hereof. If the Master Servicer shall for any reason no longer be
the Master Servicer (including by reason of any Event of
Default), the Trustee or its successor shall succeed to any
rights and obligations of the Master Servicer under each
subservicing agreement.
The Master Servicer shall, upon request of the Trustee,
but at the expense of the Master Servicer, deliver to the
assuming party all documents and records relating to each
subservicing agreement or substitute subservicing agreement and
the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected or held by it and otherwise use
its best efforts to effect the orderly and efficient transfer of
the substitute subservicing agreement to the assuming party.
SECTION 3.05. Collection of Mortgage Loan Payments;
_____________________________________
Certificate Account; Distribution
_________________________________
Account.
_______
(a) The Master Servicer shall make reasonable efforts
in accordance with the customary and usual standards of practice
of prudent mortgage servicers to collect all payments called for
under the terms and provisions of the Mortgage Loans to the
extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related Required Insurance
Policy. Consistent with the foregoing, the Master Servicer may
in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the due dates for
payments due on a Mortgage Note for a period not greater than 180
days; provided, however, that the Master Servicer cannot extend
________ _______
the maturity of any such Mortgage Loan past the date on which the
final payment is due on the latest maturing Mortgage Loan as of
the Cut-off Date. In the event of any such arrangement, the
Master Servicer shall make Advances on the related Mortgage Loan
in accordance with the provisions of Section 4.01 during the
scheduled period in accordance with the amortization schedule of
such Mortgage Loan without modification thereof by reason of such
arrangements. The Master Servicer shall not be required to
institute or join in litigation with respect to collection of any
payment (whether under a Mortgage, Mortgage Note or otherwise or
against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.
(b) The Master Servicer shall establish and maintain a
Certificate Account into which the Master Servicer shall deposit
or cause to be deposited on a daily basis within one Business Day
of receipt, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or
received by it in respect of Mortgage Loans subsequent to the
Cut-off Date (other than in respect of principal and interest due
on the Mortgage Loans on or before the Cut-off Date) and the
following amounts required to be deposited hereunder:
(i) all payments on account of principal on the
Mortgage Loans, including Principal Prepayments;
(ii) all payments on account of interest on the
Mortgage Loans, net of the related Master Servicing Fee;
(iii) all Insurance Proceeds and Liquidation Proceeds,
other than proceeds to be applied to the restoration or
repair of the Mortgaged Property or released to the
Mortgagor in accordance with the Master Servicer's normal
servicing procedures;
(iv) any amount required to be deposited by the Master
Servicer pursuant to Section 3.05(e) in connection with any
losses on Permitted Investments;
(v) any amounts required to be deposited by the Master
Servicer pursuant to Section 3.09(b), 3.09(d), and in
respect of net monthly rental income from REO Property
pursuant to Section 3.11 hereof;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant
to Section 4.01; and
(viii) any other amounts required to be deposited
hereunder.
In addition, with respect to any Mortgage Loan that is
subject to a buydown agreement, on each Due Date for such
Mortgage Loan, in addition to the monthly payment remitted by the
Mortgagor, the Master Servicer shall cause funds to be deposited
into the Certificate Account in an amount required to cause an
amount of interest to be paid with respect to such Mortgage Loan
equal to the amount of interest that has accrued on such Mortgage
Loan from the preceding Due Date at the Mortgage Rate net of the
related Master Servicing Fee on such date.
The foregoing requirements for remittance by the Master
Servicer shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the
nature of prepayment penalties, late payment charges or
assumption fees, if collected, need not be remitted by the Master
Servicer. In the event that the Master Servicer shall remit any
amount not required to be remitted, it may at any time withdraw
or direct the institution maintaining the Certificate Account to
withdraw such amount from the Certificate Account, any provision
herein to the contrary notwithstanding. Such withdrawal or
direction may be accomplished by delivering written notice
thereof to the Trustee or such other institution maintaining the
Certificate Account which describes the amounts deposited in
error in the Certificate Account. The Master Servicer shall
maintain adequate records with respect to all withdrawals made
pursuant to this Section. All funds deposited in the Certificate
Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.08.
(c) [Reserved]
(d) The Trustee shall establish and maintain, on
behalf of the Certificateholders, the Distribution Account. The
Trustee shall, promptly upon receipt, deposit in the Distribution
Account and retain therein the following:
(i) the aggregate amount remitted by the Master
Servicer to the Trustee pursuant to Section 3.08(a)(ix);
(ii) any amount deposited by the Master Servicer
pursuant to Section 3.05(d) in connection with any losses on
Permitted Investments; and
(iii) any other amounts deposited hereunder which are
required to be deposited in the Distribution Account.
In the event that the Master Servicer shall remit any
amount not required to be remitted, it may at any time direct the
Trustee to withdraw such amount from the Distribution Account,
any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited
in error in the Distribution Account. All funds deposited in the
Distribution Account shall be held by the Trustee in trust for
the Certificateholders until disbursed in accordance with this
Agreement or withdrawn in accordance with Section 3.08. In no
event shall the Trustee incur liability for withdrawals from the
Distribution Account at the direction of the Master Servicer.
(e) Each institution at which the Certificate Account
or the Distribution Account is maintained shall invest the funds
therein as directed in writing by the Master Servicer in
Permitted Investments, which shall mature not later than (i) in
the case of the Certificate Account, the second Business Day next
preceding the related Distribution Account Deposit Date (except
that if such Permitted Investment is an obligation of the
institution that maintains such account, then such Permitted
Investment shall mature not later than the Business Day next
preceding such Distribution Account Deposit Date) and (ii) in the
case of the Distribution Account, the Business Day next preceding
the Distribution Date (except that if such Permitted Investment
is an obligation of the institution that maintains such fund or
account, then such Permitted Investment shall mature not later
than such Distribution Date) and, in each case, shall not be sold
or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All income and gain net of
any losses realized from any such investment of funds on deposit
in the Certificate Account or the Distribution Account shall be
for the benefit of the Master Servicer as servicing compensation
and shall be remitted to it monthly as provided herein. The
amount of any realized losses in the Certificate Account or the
Distribution Account incurred in any such account in respect of
any such investments shall promptly be deposited by the Master
Servicer in the Certificate Account or paid to the Trustee for
deposit into the Distribution Account, as applicable. The
Trustee in its fiduciary capacity shall not be liable for the
amount of any loss incurred in respect of any investment or lack
of investment of funds held in the Certificate Account or the
Distribution Account and made in accordance with this Section
3.05.
(f) The Master Servicer shall give notice to the
Trustee, the Seller, each Rating Agency and the Depositor of any
proposed change of the location of the Certificate Account prior
to any change thereof. The Trustee shall give notice to the
Master Servicer, the Seller, each Rating Agency and the Depositor
of any proposed change of the location of the Distribution
Account prior to any change thereof.
SECTION 3.06. Collection of Taxes, Assessments and
____________________________________
Similar Items; Escrow Accounts.
______________________________
(a) To the extent required by the related Mortgage
Note and not violative of current law, the Master Servicer shall
establish and maintain one or more accounts (each, an "Escrow
Account") and deposit and retain therein all collections from the
Mortgagors (or advances by the Master Servicer) for the payment
of taxes, assessments, hazard insurance premiums or comparable
items for the account of the Mortgagors. Nothing herein shall
require the Master Servicer to compel a Mortgagor to establish an
Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the
Escrow Accounts may be made only to effect timely payment of
taxes, assessments, hazard insurance premiums, condominium or PUD
association dues, or comparable items, to reimburse the Master
Servicer out of related collections for any payments made
pursuant to Sections 3.01 hereof (with respect to taxes and
assessments and insurance premiums) and 3.09 hereof (with respect
to hazard insurance), to refund to any Mortgagors any sums
determined to be overages, to pay interest, if required by law or
the terms of the related Mortgage or Mortgage Note, to Mortgagors
on balances in the Escrow Account or to clear and terminate the
Escrow Account at the termination of this Agreement in accordance
with Section 9.01 hereof. The Escrow Accounts shall not be a
part of the Trust Fund.
(c) The Master Servicer shall advance any payments
referred to in Section 3.06(a) that are not timely paid by the
Mortgagors on the date when the tax, premium or other cost for
which such payment is intended is due, but the Master Servicer
shall be required so to advance only to the extent that such
advances, in the good faith judgment of the Master Servicer, will
be recoverable by the Master Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
SECTION 3.07. Access to Certain Documentation and
___________________________________
Information Regarding the Mortgage
__________________________________
Loans.
_____
The Master Servicer shall afford the Depositor and the
Trustee reasonable access to all records and documentation
regarding the Mortgage Loans and all accounts, insurance
information and other matters relating to this Agreement, such
access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated
by the Master Servicer.
Upon reasonable advance notice in writing, the Master
Servicer will provide to each Certificateholder which is a
savings and loan association, bank or insurance company certain
reports and reasonable access to information and documentation
regarding the Mortgage Loans sufficient to permit such
Certificateholder to comply with applicable regulations of the
OTS or other regulatory authorities with respect to investment in
the Certificates; provided that the Master Servicer shall be
________
entitled to be reimbursed by each such Certificateholder for
actual expenses incurred by the Master Servicer in providing such
reports and access.
SECTION 3.08. Permitted Withdrawals from the
______________________________
Certificate Account and Distribution
____________________________________
Account.
_______
(a) The Master Servicer may from time to time make
withdrawals from the Certificate Account for the following
purposes:
(i) to pay to the Master Servicer (to the extent not
previously retained by the Master Servicer) the servicing
compensation to which it is entitled pursuant to Section
3.14, and to pay to the Master Servicer, as additional
servicing compensation, earnings on or investment income
with respect to funds in or credited to the Certificate
Account;
(ii) to reimburse the Master Servicer for unreimbursed
Advances made by it, such right of reimbursement pursuant to
this subclause (ii) being limited to amounts received on the
Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to reimburse the Master Servicer for any
Nonrecoverable Advance previously made;
(iv) to reimburse the Master Servicer for Insured
Expenses from the related Insurance Proceeds;
(v) to reimburse the Master Servicer for (a)
unreimbursed Servicing Advances, the Master Servicer's right
to reimbursement pursuant to this clause (a) with respect to
any Mortgage Loan being limited to amounts received on such
Mortgage Loan(s) which represent late recoveries of the
payments for which such advances were made pursuant to
Section 3.01 or Section 3.06 and (b) for unpaid Master
Servicing Fees as provided in Section 3.11 hereof;
(vi) to pay to the purchaser, with respect to each
Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 2.02, 2.03 or 3.11,
all amounts received thereon after the date of such
purchase;
(vii) to reimburse the Seller, the Master Servicer or
the Depositor for expenses incurred by any of them and
reimbursable pursuant to Section 6.03 hereof;
(viii) to withdraw any amount deposited in the
Certificate Account and not required to be deposited
therein;
(ix) on or prior to the Distribution Account Deposit
Date, to withdraw an amount equal to the related Available
Funds and the Trustee Fee for such Distribution Date and
remit such amount to the Trustee for deposit in the
Distribution Account; and
(x) to clear and terminate the Certificate Account
upon termination of this Agreement pursuant to Section 9.01
hereof.
The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Certificate Account
pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior
to making any withdrawal from the Certificate Account pursuant to
subclause (iii), the Master Servicer shall deliver to the Trustee
an Officer's Certificate of a Servicing Officer indicating the
amount of any previous Advance determined by the Master Servicer
to be a Nonrecoverable Advance and identifying the related
Mortgage Loans(s), and their respective portions of such
Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the
Distribution Account for distributions to Certificateholders, in
the manner specified in this Agreement (and to withhold from the
amounts so withdrawn, the amount of any taxes that it is
authorized to withhold pursuant to the last paragraph of Section
8.11). In addition, the Trustee may from time to time make
withdrawals from the Distribution Account for the following
purposes:
(i) to pay to itself the Trustee Fee for the related
Distribution Date;
(ii) to pay to the Master Servicer as additional
servicing compensation earnings on or investment income with
respect to funds in the Distribution Account;
(iii) to withdraw and return to the Master Servicer any
amount deposited in the Distribution Account and not
required to be deposited therein; and
(iv) to clear and terminate the Distribution Account
upon termination of the Agreement pursuant to Section 9.01
hereof.
SECTION 3.09. Maintenance of Hazard Insurance;
________________________________
Maintenance of Primary Insurance
________________________________
Policies.
________
(a) The Master Servicer shall cause to be maintained,
for each Mortgage Loan, hazard insurance with extended coverage
in an amount that is at least equal to the lesser of (i) the
maximum insurable value of the improvements securing such
Mortgage Loan or (ii) the greater of (y) the outstanding
principal balance of the Mortgage Loan and (z) an amount such
that the proceeds of such policy shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer.
Each such policy of standard hazard insurance shall contain, or
have an accompanying endorsement that contains, a standard
mortgagee clause. Any amounts collected by the Master Servicer
under any such policies (other than the amounts to be applied to
the restoration or repair of the related Mortgaged Property or
amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the
Certificate Account. Any cost incurred by the Master Servicer in
maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders or
remittances to the Trustee for their benefit, be added to the
principal balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be
recoverable by the Master Servicer out of late payments by the
related Mortgagor or out of Liquidation Proceeds to the extent
permitted by Section 3.08 hereof. It is understood and agreed
that no earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property acquired in
respect of a Mortgage other than pursuant to such applicable laws
and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property is
located at the time of origination of the Mortgage Loan in a
federally designated special flood hazard area and such area is
participating in the national flood insurance program, the Master
Servicer shall cause flood insurance to be maintained with
respect to such Mortgage Loan. Such flood insurance shall be in
an amount equal to the least of (i) the original principal
balance of the related Mortgage Loan, (ii) the replacement value
of the improvements which are part of such Mortgaged Property,
and (iii) the maximum amount of such insurance available for the
related Mortgaged Property under the national flood insurance
program.
(b) In the event that the Master Servicer shall obtain
and maintain a blanket policy insuring against hazard losses on
all of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence
of this Section, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent
to those commercially available and maintained by comparable
servicers. If such policy contains a deductible clause, the
Master Servicer shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section, and there
shall have been a loss that would have been covered by such
policy, deposit in the Certificate Account the amount not
otherwise payable under the blanket policy because of such
deductible clause. In connection with its activities as Master
Servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Depositor, and the Trustee for
the benefit of the Certificateholders, claims under any such
blanket policy.
(c) The Master Servicer shall not take any action
which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the
Master Servicer, would have been covered thereunder. The Master
Servicer shall not cancel or refuse to renew any such Primary
Insurance Policy that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for
such canceled or non-renewed policy is maintained with a
Qualified Insurer. The Master Servicer shall not be required to
maintain any Primary Insurance Policy (i) with respect to any
Mortgage Loan with a Loan-to-Value Ratio less than or equal to
80% as of any date of determination or, based on a new appraisal,
the principal balance of such Mortgage Loan represents 80% or
less of the new appraised value or (ii) if maintaining such
Primary Insurance Policy is prohibited by applicable law. The
Master Servicer agrees to effect the timely payment of the
premiums on each Primary Insurance Policy, and such costs not
otherwise recoverable shall be recoverable by the Master Servicer
from the related liquidation proceeds.
(d) In connection with its activities as Master
Servicer of the Mortgage Loans, the Master Servicer agrees to
present on behalf of itself, the Trustee and Certificateholders,
claims to the insurer under any Primary Insurance Policies and,
in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Any amounts collected by
the Master Servicer under any Primary Insurance Policies shall be
deposited in the Certificate Account.
SECTION 3.10. Enforcement of Due-on-Sale Clauses;
___________________________________
Assumption Agreements.
_____________________
(a) Except as otherwise provided in this Section, when
any property subject to a Mortgage has been conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has
knowledge of such conveyance, enforce any due-on-sale clause
contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing, the Master Servicer is
not required to exercise such rights with respect to a Mortgage
Loan if the Person to whom the related Mortgaged Property has
been conveyed or is proposed to be conveyed satisfies the terms
and conditions contained in the Mortgage Note and Mortgage
related thereto and the consent of the mortgagee under such
Mortgage Note or Mortgage is not otherwise so required under such
Mortgage Note or Mortgage as a condition to such transfer. In
the event that the Master Servicer is prohibited by law from
enforcing any such due-on-sale clause, or if coverage under any
Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master
Servicer is authorized, subject to Section 3.10(b), to take or
enter into an assumption and modification agreement from or with
the person to whom such property has been or is about to be
conveyed, pursuant to which such person becomes liable under the
Mortgage Note and, unless prohibited by applicable state law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan
shall continue to be covered (if-so covered before the Master
Servicer enters such agreement) by the applicable Required
Insurance Policies. The Master Servicer, subject to Section
3.10(b), is also authorized with the prior approval of the
insurers under any Required Insurance Policies to enter into a
substitution of liability agreement with such Person, pursuant to
which the original Mortgagor is released from liability and such
Person is substituted as Mortgagor and becomes liable under the
Mortgage Note. Notwithstanding the foregoing, the Master
Servicer shall not be deemed to be in default under this Section
by reason of any transfer or assumption which the Master Servicer
reasonably believes it is restricted by law from preventing, for
any reason whatsoever.
(b) Subject to the Master Servicer's duty to enforce
any due-on-sale clause to the extent set forth in Section 3.10(a)
hereof, in any case in which a Mortgaged Property has been
conveyed to a Person by a Mortgagor, and such Person is to enter
into an assumption agreement or modification agreement or
supplement to the Mortgage Note or Mortgage that requires the
signature of the Trustee, or if an instrument of release signed
by the Trustee is required releasing the Mortgagor from liability
on the Mortgage Loan, the Master Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for
signature and shall direct, in writing, the Trustee to execute
the assumption agreement with the Person to whom the Mortgaged
Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments
as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the
Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note may be changed.
In addition, the substitute Mortgagor and the Mortgaged Property
must be acceptable to the Master Servicer in accordance with its
underwriting standards as then in effect. Together with each
such substitution, assumption or other agreement or instrument
delivered to the Trustee for execution by it, the Master Servicer
shall deliver an Officer's Certificate signed by a Servicing
Officer stating that the requirements of this subsection have
been met in connection therewith. The Master Servicer shall
notify the Trustee that any such substitution or assumption
agreement has been completed by forwarding to the Trustee the
original of such substitution or assumption agreement, which in
the case of the original shall be added to the related Mortgage
File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and
instruments constituting a part thereof. Any fee collected by
the Master Servicer for entering into an assumption or
substitution of liability agreement will be retained by the
Master Servicer as additional servicing compensation.
SECTION 3.11. Realization Upon Defaulted Mortgage
___________________________________
Loans; Repurchase of Certain Mortgage
_____________________________________
Loans.
_____
The Master Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments. In connection
with such foreclosure or other conversion, the Master Servicer
shall follow such practices and procedures as it shall deem
necessary or advisable and as shall be normal and usual in its
general mortgage servicing activities and meet the requirements
of the insurer under any Required Insurance Policy; provided,
________
however, that the Master Servicer shall not be required to expend
_______
its own funds in connection with any foreclosure or towards the
restoration of any property unless it shall determine (i) that
such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to
it through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Certificate
Account). The Master Servicer shall be responsible for all other
costs and expenses incurred by it in any such proceedings;
provided, however, that it shall be entitled to reimbursement
________ _______
thereof from the liquidation proceeds with respect to the related
Mortgaged Property, as provided in the definition of Liquidation
Proceeds. If the Master Servicer has knowledge that a Mortgaged
Property which the Master Servicer is contemplating acquiring in
foreclosure or by deed in lieu of foreclosure is located within a
1 mile radius of any site listed in the Expenditure Plan for the
Hazardous Substance Clean Up Bond Act of 1984 or other site with
environmental or hazardous waste risks known to the Master
Servicer, the Master Servicer will, prior to acquiring the
Mortgaged Property, consider such risks and only take action in
accordance with its established environmental review procedures.
With respect to any REO Property, the deed or
certificate of sale shall be taken in the name of the Trustee for
the benefit of the Certificateholders, or its nominee, on behalf
of the Certificateholders. The Trustee's name shall be placed on
the title to such REO Property solely as the Trustee hereunder
and not in its individual capacity. The Master Servicer shall
ensure that the title to such REO Property references the Pooling
and Servicing Agreement and the Trustee's capacity thereunder.
Pursuant to its efforts to sell such REO Property, the Master
Servicer shall either itself or through an agent selected by the
Master Servicer protect and conserve such REO Property in the
same manner and to such extent as is customary in the locality
where such REO Property is located and may, incident to its
conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the
Master Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO
Property. The Master Servicer shall prepare for and deliver to
the Trustee a statement with respect to each REO Property that
has been rented showing the aggregate rental income received and
all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to
enable the Trustee to comply with the reporting requirements of
the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the Certificate
Account no later than the close of business on each Determination
Date. The Master Servicer shall perform the tax reporting and
withholding required by Sections 1445 and 6050J of the Code with
respect to foreclosures and abandonments, the tax reporting
required by Section 6050H of the Code with respect to the receipt
of mortgage interest from individuals and any tax reporting
required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in
the form required, and delivering the same to the Trustee for
filing.
In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default
or imminent default on a Mortgage Loan, the Master Servicer shall
dispose of such Mortgaged Property prior to three years after its
acquisition by the Trust Fund unless the Trustee shall have been
supplied with an Opinion of Counsel to the effect that the
holding by the Trust Fund of such Mortgaged Property subsequent
to such three-year period will not result in the imposition of
taxes on "prohibited transactions" of any REMIC hereunder as
defined in section 860F of the Code or cause any REMIC hereunder
to fail to qualify as a REMIC at any time that any Certificates
are outstanding, in which case the Trust Fund may continue to
hold such Mortgaged Property (subject to any conditions contained
in such Opinion of Counsel). Notwithstanding any other provision
of this Agreement, no Mortgaged Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or
otherwise used for the production of income by or on behalf of
the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of section 860G(a)(8)
of the Code or (ii) subject any REMIC hereunder to the imposition
of any federal, state or local income taxes on the income earned
from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Master Servicer has agreed to indemnify and
hold harmless the Trust Fund with respect to the imposition of
any such taxes.
The decision of the Master Servicer to foreclose on a
defaulted Mortgage Loan shall be subject to a determination by
the Master Servicer that the proceeds of such foreclosure would
exceed the costs and expenses of bringing such a proceeding. The
income earned from the management of any REO Properties, net of
reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such
management and net of unreimbursed Master Servicing Fees,
Advances and Servicing Advances, shall be applied to the payment
of principal of and interest on the related defaulted Mortgage
Loans (with interest accruing as though such Mortgage Loans were
still current) and all such income shall be deemed, for all
purposes in this Agreement, to be payments on account of
principal and interest on the related Mortgage Notes and shall be
deposited into the Certificate Account. To the extent the net
income received during any calendar month is in excess of the
amount attributable to amortizing principal and accrued interest
at the related Mortgage Rate on the related Mortgage Loan for
such calendar month, such excess shall be considered to be a
partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan,
as well as any income from an REO Property, will be applied in
the following order of priority: first, to reimburse the Master
Servicer for any related unreimbursed Servicing Advances and
Master Servicing Fees; second, to reimburse the Master Servicer
for any unreimbursed Advances; third, to reimburse the
Certificate Account for any Nonrecoverable Advances (or portions
thereof) that were previously withdrawn by the Master Servicer
pursuant to Section 3.08(a)(iii) that related to such Mortgage
Loan; fourth, to accrued and unpaid interest (to the extent no
Advance has been made for such amount or any such Advance has
been reimbursed) on the Mortgage Loan or related REO Property, at
the Adjusted Net Mortgage Rate to the Due Date occurring in the
month in which such amounts are required to be distributed; and
fifth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage
Loan will be retained by the Master Servicer as additional
servicing compensation pursuant to Section 3.14.
The Master Servicer, in its sole discretion, shall have
the right to purchase for its own account from the Trust Fund any
Mortgage Loan which is 91 days or more delinquent at a price
equal to the Purchase Price. The Purchase Price for any Mortgage
Loan purchased hereunder shall be deposited in the Certificate
Account and the Trustee, upon receipt of a certificate from the
Master Servicer in the form of Exhibit N hereto, shall release or
cause to be released to the purchaser of such Mortgage Loan the
related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser
of such Mortgage Loan, in each case without recourse, as shall be
necessary to vest in the purchaser of such Mortgage Loan any
Mortgage Loan released pursuant hereto and the purchaser of such
Mortgage Loan shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an
assignment outright and not for security. The purchaser of such
Mortgage Loan shall thereupon own such Mortgage Loan, and all
security and documents, free of any further obligation to the
Trustee or the Certificateholders with respect thereto.
SECTION 3.12. Trustee to Cooperate; Release of
________________________________
Mortgage Files.
______________
Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in
full will be escrowed in a manner customary for such purposes,
the Master Servicer will immediately notify the Trustee by
delivering, or causing to be delivered a "Request for Release"
substantially in the form of Exhibit N. Upon receipt of such
request, the Trustee shall promptly release the related Mortgage
File to the Master Servicer, and the Trustee shall at the Master
Servicer's direction execute and deliver to the Master Servicer
the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of
the Mortgage in each case provided by the Master Servicer,
together with the Mortgage Note with written evidence of
cancellation thereon. Expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be
chargeable to the related Mortgagor. From time to time and as
shall be appropriate for the servicing or foreclosure of any
Mortgage Loan, including for such purpose, collection under any
policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial
release of any Mortgaged Property from the lien of the Mortgage
or the making of any corrections to the Mortgage Note or the
Mortgage or any of the other documents included in the Mortgage
File, the Trustee shall, upon delivery to the Trustee of a
Request for Release in the form of Exhibit M signed by a
Servicing Officer, release the Mortgage File to the Master
Servicer. Subject to the further limitations set forth below,
the Master Servicer shall cause the Mortgage File or documents so
released to be returned to the Trustee when the need therefor by
the Master Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the
Certificate Account, in which case the Master Servicer shall
deliver to the Trustee a Request for Release in the form of
Exhibit N, signed by a Servicing Officer.
If the Master Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as
authorized by this Agreement, the Master Servicer shall deliver
or cause to be delivered to the Trustee, for signature, as
appropriate, any court pleadings, requests for trustee's sale or
other documents necessary to effectuate such foreclosure or any
legal action brought to obtain judgment against the Mortgagor on
the Mortgage Note or the Mortgage or to obtain a deficiency
judgment or to enforce any other remedies or rights provided by
the Mortgage Note or the Mortgage or otherwise available at law
or in equity.
SECTION 3.13. Documents Records and Funds in
______________________________
Possession of Master Servicer to be Held
________________________________________
for the Trustee.
_______________
Notwithstanding any other provisions of this Agreement,
the Master Servicer shall transmit to the Trustee as required by
this Agreement all documents and instruments in respect of a
Mortgage Loan coming into the possession of the Master Servicer
from time to time and shall account fully to the Trustee for any
funds received by the Master Servicer or which otherwise are
collected by the Master Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan. All Mortgage
Files and funds collected or held by, or under the control of,
the Master Servicer in respect of any Mortgage Loans, whether
from the collection of principal and interest payments or from
Liquidation Proceeds, including but not limited to, any funds on
deposit in the Certificate Account, shall be held by the Master
Servicer for and on behalf of the Trustee and shall be and remain
the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The Master Servicer
also agrees that it shall not create, incur or subject any
Mortgage File or any funds that are deposited in the Certificate
Account, Distribution Account or any Escrow Account, or any funds
that otherwise are or may become due or payable to the Trustee
for the benefit of the Certificateholders, to any claim, lien,
security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or
right of setoff against any Mortgage File or any funds collected
on, or in connection with, a Mortgage Loan, except, however, that
the Master Servicer shall be entitled to set off against and
deduct from any such funds any amounts that are properly due and
payable to the Master Servicer under this Agreement.
SECTION 3.14. Servicing Compensation.
______________________
As compensation for its activities hereunder, the
Master Servicer shall be entitled to retain or withdraw from the
Certificate Account an amount equal to the Master Servicing Fee
for each Mortgage Loan, provided that the aggregate Master
Servicing Fee with respect to any Distribution Date shall be
reduced (i) by an amount equal to the aggregate of the Prepayment
Interest Shortfalls, if any, with respect to such Distribution
Date, but not below an amount equal to one-half of the aggregate
Master Servicing Fee for such Distribution Date before reduction
thereof in respect of such Prepayment Interest Shortfalls, and
(ii) with respect to the first Distribution Date, an amount equal
to any amount to be deposited into the Distribution Account by
the Depositor pursuant to Section 2.01(a) and not so deposited.
Additional servicing compensation in the form of Excess
Proceeds, Prepayment Interest Excess, prepayment penalties,
assumption fees, late payment charges and all income and gain net
of any losses realized from Permitted Investments shall be
retained by the Master Servicer to the extent not required to be
deposited in the Certificate Account pursuant to Section 3.05
hereof. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its master servicing
activities hereunder (including payment of any premiums for
hazard insurance and any Primary Insurance Policy and maintenance
of the other forms of insurance coverage required by this
Agreement) and shall not be entitled to reimbursement therefor
except as specifically provided in this Agreement.
SECTION 3.15. Access to Certain Documentation.
_______________________________
The Master Servicer shall provide to the OTS and the
FDIC and to comparable regulatory authorities supervising Holders
of Subordinated Certificates and the examiners and supervisory
agents of the OTS, the FDIC and such other authorities, access to
the documentation regarding the Mortgage Loans required by
applicable regulations of the OTS and the FDIC. Such access
shall be afforded without charge, but only upon reasonable and
prior written request and during normal business hours at the
offices designated by the Master Servicer. Nothing in this
Section shall limit the obligation of the Master Servicer to
observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of the Master Servicer
to provide access as provided in this Section as a result of such
obligation shall not constitute a breach of this Section.
SECTION 3.16. Annual Statement as to Compliance.
_________________________________
The Master Servicer shall deliver to the Depositor and
the Trustee on or before 120 days after the end of the Master
Servicer's fiscal year, commencing with its 1998 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (i)
a review of the activities of the Master Servicer during the
preceding calendar year and of the performance of the Master
Servicer under this Agreement has been made under such officer's
supervision and (ii) to the best of such officer's knowledge,
based on such review, the Master Servicer has fulfilled all its
obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer
and the nature and status thereof. The Trustee shall forward a
copy of each such statement to each Rating Agency.
SECTION 3.17. Annual Independent Public Accountants'
______________________________________
Servicing Statement; Financial
______________________________
Statements.
__________
On or before 120 days after the end of the Master
Servicer's fiscal year, commencing with its 1998 fiscal year, the
Master Servicer at its expense shall cause a nationally or
regionally recognized firm of independent public accountants (who
may also render other services to the Master Servicer, the Seller
or any affiliate thereof) which is a member of the American
Institute of Certified Public Accountants to furnish a statement
to the Trustee and the Depositor to the effect that-such firm has
examined certain documents and records relating to the servicing
of the Mortgage Loans under this Agreement or of mortgage loans
under pooling and servicing agreements substantially similar to
this Agreement (such statement to have attached thereto a
schedule setting forth the pooling and servicing agreements
covered thereby) and that, on the basis of such examination,
conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FNMA and FHLMC, such servicing has been
conducted in compliance with such pooling and servicing
agreements except for such significant exceptions or errors in
records that, in the opinion of such firm, the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FNMA and FHLMC requires it to report. In
rendering such statement, such firm may rely, as to matters
relating to direct servicing of mortgage loans by Subservicers,
upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for FNMA and FHLMC (rendered within one year of such
statement) of independent public accountants with respect to the
related Subservicer. Copies of such statement shall be provided
by the Trustee to any Certificateholder upon request at the
Master Servicer's expense, provided such statement is delivered
by the Master Servicer to the Trustee.
SECTION 3.18. Errors and Omissions Insurance; Fidelity
________________________________________
Bonds.
_____
The Master Servicer shall for so long as it acts as
master servicer under this Agreement, obtain and maintain in
force (a) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Master
Servicer hereunder and (b) a fidelity bond in respect of its
officers, employees and agents. Each such policy or policies and
bond shall, together, comply with the requirements from time to
time of FNMA or FHLMC for persons performing servicing for
mortgage loans purchased by FNMA or FHLMC. In the event that any
such policy or bond ceases to be in effect, the Master Servicer
shall obtain a comparable replacement policy or bond from an
insurer or issuer, meeting the requirements set forth above as of
the date of such replacement.
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE MASTER SERVICER
SECTION 4.01. Advances.
________
The Master Servicer shall determine on or before each
Master Servicer Advance Date whether it is required to make an
Advance pursuant to the definition thereof. If the Master
Servicer determines it is required to make an Advance, it shall,
on or before the Master Servicer Advance Date, either (i) deposit
into the Certificate Account an amount equal to the Advance or
(ii) make an appropriate entry in its records relating to the
Certificate Account that any Amount Held for Future Distribution
has been used by the Master Servicer in discharge of its
obligation to make any such Advance. Any funds so applied shall
be replaced by the Master Servicer by deposit in the Certificate
Account no later than the close of business on the next Master
Servicer Advance Date. The Master Servicer shall be entitled to
be reimbursed from the Certificate Account for all Advances of
its own funds made pursuant to this Section as provided in
Section 3.08. The obligation to make Advances with respect to
any Mortgage Loan shall continue if such Mortgage Loan has been
foreclosed or otherwise terminated and the related Mortgaged
Property has not been liquidated.
The Master Servicer shall deliver to the Trustee on the
related Master Servicer Advance Date an Officer's Certificate of
a Servicing Officer indicating the amount of any proposed Advance
determined by the Master Servicer to be a Nonrecoverable Advance.
SECTION 4.02. Priorities of Distribution.
__________________________
(a) On each Distribution Date, the Trustee shall
withdraw the Available Funds from the Distribution Account and
apply such funds to distributions on the Certificates in the
following order and priority and, in each case, to the extent of
Available Funds remaining:
(i) [Reserved];
(ii) to each interest-bearing Class of Senior
Certificates, an amount allocable to interest
equal to the related Class Optimal Interest
Distribution Amount, any shortfall being
allocated among such Classes in proportion to
the amount of the Class Optimal Interest
Distribution Amount that would have been
distributed in the absence of such shortfall;
provided, however, that prior to the Accrual
Termination Date, the amount otherwise
distributable as interest on the Class A-9
Certificates on such Distribution Date shall
be added to the Class Certificate Balance
thereof;
(iii) the Accrual Amount will be distributed
as principal of the Segment II Group in
accordance with the Segment II Priority
Rule, until the Segment II Balance is
reduced to its Targeted Balance for such
Distribution Date, and then to the Class
A-9 Certificates;
(iv) to each Class of Senior Certificates,
concurrently as follows:
(x) to the Class PO Certificates, an amount
allocable to principal equal to the PO Formula
Principal Amount, up to the outstanding Class
Certificate Balance of the Class PO Certificates;
(y) on each Distribution Date prior to the
Senior Credit Support Depletion Date, the Non-PO
Formula Principal Amount, up to the amount of the
Senior Principal Distribution Amount for such
Distribution Date, will be distributed as follows:
(A) to the Class A-R Certificates,
until the Class Certificate Balance
thereof is reduced to zero;
(B) to the Class A-11 Certificates, the
Priority Amount, until the Class
Certificate Balance thereof has
been reduced to zero;
(C) to the Segment I Group in
accordance with the Segment I
Priority Rule, until the Segment I
Balance is reduced to its Planned
Balance for such Distribution Date;
(D) sequentially, to the Class A-1,
Class A-2, Class A-3 and Class A-4
Certificates, in that order until
the respective Class Certificate
Balances thereof are reduced to
their Planned Balances for such
Distribution Date;
(E) to the Segment II Group, in
accordance with the Segment II
Priority Rule until the Segment II
Balance is reduced to its Targeted
Balance for such Distribution Date;
(F) to the Class A-9 Certificates,
until the Class Certificate Balance
thereof is reduced to zero;
(G) to the Segment II Group in
accordance with the Segment II
Priority Rule, without regard to
its Targeted Balance and until the
Segment II Balance is reduced to
zero;
(H) to the Segment I Group in
accordance with the Segment I
Priority Rule, without regard to
its Planned Balance and until the
Segment I Balance is reduced to
zero;
(I) sequentially, to the Class A-1,
Class A-2, Class A-3 and Class A-4
Certificates, in that order,
without regard to their Planned
Balances and until the respective
Class Certificate Balances thereof
are reduced to zero; and
(K) sequentially, to the Class A-10 and
Class A-11 Certificates, in that
order, until the respective Class
Certificate Balances thereof are
reduced to zero.
(v) to the Class PO Certificates, any Class PO
Deferred Amount, up to an amount not to exceed the
amount calculated pursuant to clause (A) of the
definition of the Subordinated Principal Distribution
Amount actually received or advanced for such
Distribution Date (with such amount to be allocated
first from amounts calculated pursuant to (A)(i) and
(ii) then (iii) of the definition of Subordinated
Principal Distribution Amount);
(vi) to each Class of Subordinated Certificates,
subject to paragraph (e) below, in the following order
of priority:
(A) to the Class M Certificates, an
amount allocable to interest equal to the
Class Optimal Interest Distribution Amount
for such Distribution Date;
(B) to the Class M Certificates, an
amount allocable to principal equal to its
Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof
is reduced to zero;
(C) to the Class B-1 Certificates, an
amount allocable to interest equal to the
Class Optimal Interest Distribution Amount
for such Class for such Distribution Date;
(D) to the Class B-1 Certificates, an
amount allocable to principal equal to its
Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof
is reduced to zero;
(E) to the Class B-2 Certificates, an
amount allocable to interest equal to the
Class Optimal Interest Distribution Amount
for such Class for such Distribution Date;
(F) to the Class B-2 Certificates, an
amount allocable to principal equal to its
Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof
is reduced to zero;
(G) to the Class B-3 Certificates, an
amount allocable to interest equal to the
amount of the Class Optimal Interest
Distribution Amount for such Class for such
Distribution Date;
(H) to the Class B-3 Certificates, an
amount allocable to principal equal to its
Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof
has been reduced to zero;
(I) to the Class B-4 Certificates, an
amount allocable to interest equal to the
amount of the Class Optimal Interest
Distribution Amount for such Class for such
Distribution Date;
(J) to the Class B-4 Certificates, an
amount allocable to principal equal to its
Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof
has been reduced to zero;
(K) to the Class B-5 Certificates, an
amount allocable to interest equal to the
Class Optimal Interest Distribution Amount
for such Class for such Distribution Date;
and
(L) to the Class B-5 Certificates, an
amount allocable to principal equal to its
Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof
is reduced to zero.
(vii) to the Class A-R Certificates, in respect
to the MR Interest, any remaining funds in the Master
REMIC and in respect of the SR Interest, any remaining
funds in the Subsidiary REMIC.
On any Distribution Date, amounts distributed in respect of Class
PO Deferred Amounts will not reduce the Class Certificate Balance
of the Class PO Certificates.
On any Distribution Date, to the extent the Amount
Available for Senior Principal is insufficient to make the full
distribution required to be made pursuant to clause (iv)(x)
above, (A) the amount distributable on the Class PO Certificates
in respect of principal shall be equal to the product of (1) the
Amount Available for Senior Principal and (2) a fraction, the
numerator of which is the PO Formula Principal Amount and the
denominator of which is the sum of the PO Formula Principal
Amount and the Senior Principal Distribution Amount and (B) the
amount distributable on the Senior Certificates, other than the
Class PO Certificates, in respect of principal shall be equal to
the product of (1) the Amount Available for Senior Principal and
(2) a fraction, the numerator of which is the Senior Principal
Distribution Amount and the denominator of which is the sum of
the Senior Principal Distribution Amount and the PO Formula
Principal Amount.
(b) On each Distribution Date prior to the Accrual
Termination Date, the Accrual Amount for such Distribution Date
shall not (except as provided in the last sentence of this
paragraph) be distributed as interest with respect to the Class
A-9 Certificates but shall instead be added to the Class
Certificate Balance of such Class on the related Distribution
Date. With respect to any Distribution Date prior to the Accrual
Termination Date on which principal payments on the Class A-9
Certificates are distributed pursuant to Section 4.02(a)(iii),
the Accrual Amount shall be deemed to have been added on such
Distribution Date to the Class Certificate Balance (and included
in the amount distributable on the Accretion Directed
Certificates pursuant to Section 4.02(a)(iii) for such
Distribution Date) and the related distribution thereon shall be
deemed to have been applied concurrently towards the reduction of
all or a portion of the amount so added and, to the extent of any
excess, towards the reduction of the Class Certificate Balance of
the Class A-9 Certificates immediately prior to such Distribution
Date. On any Distribution Date that the Accrual Amount for the
Class A-9 Certificates is in excess of the amount necessary to
reduce the Segment II Balance of the Segment II Group to its
Targeted Balance for such Distribution Date, the amount of such
excess shall be paid to the Class A-9 Certificates as principal.
Notwithstanding any such distribution, the Class A-9 Certificates
shall continue to be a Class of Accrual Certificates on each
subsequent Distribution Date until the Accrual Termination Date.
(c) On each Distribution Date on or after the Senior
Credit Support Depletion Date, notwithstanding the allocation and
priority set forth in Section 4.02(a)(iv)(y), the portion of
Available Funds available to be distributed as principal of the
Senior Certificates (other than the Class PO Certificates) shall
be distributed concurrently, as principal, on such Classes, pro
rata, on the basis of their respective Class Certificate Balances
immediately prior to such Distribution Date without regard to any
Planned Balances or Targeted Balances for such Distribution Date,
until the Class Certificate Balances thereof are reduced to zero.
(d) On each Distribution Date, the amount referred to
in clause (i) of the definition of Class Optimal Interest
Distribution Amount for each Class of Certificates for such
Distribution Date shall be reduced by (i) the related Class' pro
rata share of Net Prepayment Interest Shortfalls based on such
Class' Class Optimal Interest Distribution Amount for such
Distribution Date without taking into account such Net Prepayment
Interest Shortfalls and (ii) the related Class' Allocable Share
of (A) after the Special Hazard Coverage Termination Date, with
respect to each Mortgage Loan that became a Special Hazard
Mortgage Loan during the calendar month preceding the month of
such Distribution Date, the excess of one month's interest at the
related Adjusted Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan as of the Due Date in such month
over the amount of Liquidation Proceeds applied as interest on
such Mortgage Loan with respect to such month, (B) after the
Bankruptcy Coverage Termination Date, with respect to each
Mortgage Loan that became subject to a Bankruptcy Loss during the
calendar month preceding the month of such Distribution Date, the
interest portion of the related Debt Service Reduction or
Deficient Valuation, (C) each Relief Act Reduction incurred
during the calendar month preceding the month of such
Distribution Date and (D) after the Fraud Coverage Termination
Date, with respect to each Mortgage Loan that became a Fraud Loan
during the calendar month preceding the month of such
Distribution Date, the excess of one month's interest at the
related Adjusted Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan as of the Due Date in such month
over the amount of Liquidation Proceeds applied as interest on
such Mortgage Loan with respect to such month.
(e) Notwithstanding the priority and allocation
contained in Section 4.02(a)(vi), if with respect to any Class of
Subordinated Certificates on any Distribution Date the sum of the
related Class Subordination Percentages of such Class and of all
Classes of Subordinated Certificates which have a higher
numerical Class designation than such Class (the "Applicable
Credit Support Percentage") is less than the Original Applicable
Credit Support Percentage for such Class, no distribution of
Principal Prepayments will be made to any such Classes (the
"Restricted Classes") and the amount of such Principal
Prepayments otherwise distributable to the Restricted Classes
shall be distributed to any Classes of Subordinated Certificates
having lower numerical Class designations than such Class, pro
rata, based on their respective Class Certificate Balances
immediately prior to such Distribution Date and shall be
distributed in the sequential order provided in Section
4.02(a)(vi).
(f) On each Distribution Date, Available Funds shall
be applied to distributions on the Subsidiary REMIC Regular
Interests, in each case in an amount sufficient to make the
distributions on the respective Corresponding Classes of
Certificates on such Distribution Date in accordance with the
provisions of Section 4.02(a).
SECTION 4.03. Allocation of Realized Losses.
_____________________________
(a) On or prior to each Determination Date, the
Trustee shall determine the total amount of Realized Losses,
including Excess Losses, with respect to the related Distribution
Date. For purposes of allocating losses to the Subordinated
Certificates, the Class M Certificates will be deemed to have a
lower numerical class designation, and to be of a higher relative
payment priority, than each other Class of Subordinated
Certificates.
Realized Losses with respect to any Distribution Date
shall be allocated as follows:
(i) the applicable PO Percentage of any Realized Loss,
including any Excess Loss, shall be allocated to the Class
PO Certificates until the Class Certificate Balance thereof
is reduced to zero; and
(ii) (1) the applicable Non-PO Percentage of any
Realized Loss (other than an Excess Loss) shall be allocated
first to the Subordinated Certificates in reverse order of
their respective numerical Class designations (beginning
with the Class of Subordinated Certificates then outstanding
with the highest numerical Class designation) until the
respective Class Certificate Balance of each such Class is
reduced to zero, and second to the Senior Certificates
(other than the Notional Amount Certificates and the Class
PO Certificates), pro rata on the basis of their respective
Class Certificate Balances or, in the case of each Class of
Accrual Certificates, on the basis of the lesser of their
Class Certificate Balance and their initial Class
Certificate Balance, in each case immediately prior to the
related Distribution Date until the respective Class
Certificate Balance of each such Class is been reduced to
zero;
(2) the applicable Non-PO Percentage of any Excess
Losses shall be allocated to the Senior Certificates (other
than the Notional Amount Certificates and the Class PO
Certificates) and the Subordinated Certificates then
outstanding, pro rata, on the basis of their respective
Class Certificate Balances or, in the case of each Class of
Accrual Certificates, on the basis of the lesser of their
respective Class Certificate Balances and their respective
initial Class Certificate Balances, in each case immediately
prior to the related Distribution Date.
(b) The Class Certificate Balance of the Class of
Subordinated Certificates then outstanding with the highest
numerical Class designation shall be reduced on each Distribution
Date by the sum of (i) the amount of any payments on the Class PO
Certificates in respect of Class PO Deferred Amounts and (ii) the
amount, if any, by which the aggregate of the Class Certificate
Balances of all outstanding Classes of Certificates (after giving
effect to the distribution of principal and the allocation of
Realized Losses and Class PO Deferred Amounts on such
Distribution Date) exceeds the Pool Stated Principal Balance for
the following Distribution Date.
(c) Any Realized Loss allocated to a Class of
Certificates or any reduction in the Class Certificate Balance of
a Class of Certificates pursuant to Section 4.04(a) above shall
be allocated among the Certificates of such Class in proportion
to their respective Certificate Balances.
(d) Any allocation of Realized Losses to a Certificate
or to any Component or any reduction in the Certificate Balance
of a Certificate, pursuant to Section 4.04(a) above shall be
accomplished by reducing the Certificate Balance or Component
Balance thereof, as applicable, immediately following the
distributions made on the related Distribution Date in accordance
with the definition of "Certificate Balance" or "Component
Balance," as the case may be.
SECTION 4.04 [Reserved].
__________
SECTION 4.05 Monthly Statements to
_____________________
Certificateholders.
__________________
(a) Not later than each Distribution Date, the Trustee
shall prepare and cause to be forwarded by first class mail to
each Certificateholder, the Master Servicer and the Depositor a
statement setting forth with respect to the related distribution:
(i) the amount thereof allocable to principal,
separately identifying the aggregate amount of any
Principal Prepayments and Liquidation Proceeds included
therein;
(ii) the amount thereof allocable to interest, any
Class Unpaid Interest Shortfall included in such
distribution and any remaining Class Unpaid Interest
Shortfall after giving effect to such distribution;
(iii) if the distribution to the Holders of such
Class of Certificates is less than the full amount that
would be distributable to such Holders if there were
sufficient funds available therefor, the amount of the
shortfall and the allocation thereof as between
principal and interest;
(iv) the Class Certificate Balance of each Class
of Certificates after giving effect to the distribution
of principal on such Distribution Date;
(v) the Pool Stated Principal Balance for the
following Distribution Date;
(vi) the Senior Percentage and Subordinated
Percentage for the following Distribution Date;
(vii) the amount of the Master Servicing Fees paid
to or retained by the Master Servicer with respect to
such Distribution Date;
(viii) the Pass-Through Rate for each such Class of
Certificates with respect to such Distribution Date;
(ix) the amount of Advances included in the
distribution on such Distribution Date and the
aggregate amount of Advances outstanding as of the
close of business on such Distribution Date;
(x) the number and aggregate principal amounts of
Mortgage Loans (A) delinquent (exclusive of Mortgage
Loans in foreclosure) (1) 1 to 30 days (2) 31 to 60
days (3) 61 to 90 days and (4) 91 or more days and (B)
in foreclosure and delinquent (1) 1 to 30 days (2) 31
to 60 days (3) 61 to 90 days and (4) 91 or more days,
as of the close of business on the last day of the
calendar month preceding such Distribution Date;
(xi) with respect to any Mortgage Loan that became
an REO Property during the preceding calendar month,
the loan number and Stated Principal Balance of such
Mortgage Loan as of the close of business on the
Determination Date preceding such Distribution Date and
the date of acquisition thereof;
(xii) the total number and principal balance of any
REO Properties (and market value, if available) as of
the close of business on the Determination Date
preceding such Distribution Date;
(xiii) the Senior Prepayment Percentage for the
following Distribution Date;
(xiv) the aggregate amount of Realized Losses
incurred during the preceding calendar month; and
(xv) the Special Hazard Loss Coverage Amount, the
Fraud Loss Coverage Amount and the Bankruptcy Loss
Coverage Amount, in each case as of the related
Determination Date.
(b) The Trustee's responsibility for disbursing the
above information to the Certificateholders is limited to the
availability, timeliness and accuracy of the information provided
by the Master Servicer. The Trustee will send a copy of each
statement provided pursuant to this Section 4.04 to each Rating
Agency.
(c) On or before the fifth Business Day following the
end of each Prepayment Period (but in no event later than the
third Business Day prior to the related Distribution Date), the
Master Servicer shall deliver to the Trustee (which delivery may
be by electronic data transmission) a report in substantially the
form set forth as Schedule V hereto.
(d) Within a reasonable period of time after the end
of each calendar year, the Trustee shall cause to be furnished to
each Person who at any time during the calendar year was a
Certificateholder, a statement containing the information set
forth in clauses (a)(i), (a)(ii) and (a)(vii) of this Section
4.04 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Code
as from time to time in effect.
SECTION 4.06 Determination of Pass-Through Rates for
_______________________________________
COFI Certificates.
_________________
The Pass-Through Rate for each Class of COFI
Certificates for each Interest Accrual Period after the initial
Interest Accrual Period shall be determined by the Trustee as
provided below on the basis of the Index and the applicable
formulae appearing in footnotes corresponding to the COFI
Certificates in the table relating to the Certificates in the
Preliminary Statement.
Except as provided below, with respect to each Interest
Accrual Period following the initial Interest Accrual Period, the
Trustee shall not later than two Business Days following the
publication of the applicable Index determine the Pass-Through
Rate at which interest shall accrue in respect of the COFI
Certificates during the related Interest Accrual Period.
Except as provided below, the Index to be used in
determining the respective Pass-Through Rates for the COFI
Certificates for a particular Interest Accrual Period shall be
COFI for the second calendar month preceding such Interest
Accrual Period. If at the Outside Reference Date for any
Interest Accrual Period, COFI for the second calendar month
preceding such Interest Accrual Period has not been published,
the Trustee shall use COFI for the third calendar month preceding
such Interest Accrual Period. If COFI for neither the second nor
third calendar months preceding any Interest Accrual Period has
been published on or before the related Outside Reference Date,
the Index for such Interest Accrual Period and for all subsequent
Interest Accrual Periods shall be the National Cost of Funds
Index for the third calendar month preceding such Interest
Accrual Period (or the fourth preceding calendar month if such
National Cost of Funds Index for the third preceding calendar
month has not been published by such Outside Reference Date). In
the event that the National Cost of Funds Index for neither the
third nor fourth calendar months preceding an Interest Accrual
Period has been published on or before the related Outside
Reference Date, then for such Interest Accrual Period and for
each succeeding Interest Accrual Period, the Index shall be
LIBOR, determined in the manner set forth below.
On each Interest Determination Date so long as the COFI
Certificates are outstanding and the applicable Index therefor is
LIBOR, the Trustee shall either (i) request each Reference Bank
to inform the Trustee of the quotation offered by its principal
London office for making one-month United States dollar deposits
in leading banks in the London interbank market, as of 11:00 a.m.
(London time) on such Interest Determination Date or (ii) in lieu
of making any such request, rely on such Reference Bank
quotations that appear at such time on the Reuters Screen LIBO
Page (as defined in the International Swap Dealers Association
Inc. Code of Standard Wording, Assumptions and Provisions for
Swaps, 1986 Edition), to the extent available.
With respect to any Interest Accrual Period for which
the applicable Index is LIBOR, LIBOR for such Interest Accrual
Period will be established by the Trustee on the related Interest
Determination Date as follows:
(a) If on any Interest Determination Date two or more
Reference Banks provide such offered quotations, LIBOR for
the next Interest Accrual Period shall be the arithmetic
mean of such offered quotations (rounding such arithmetic
mean upwards if necessary to the nearest whole multiple of
1/32%).
(b) If on any Interest Determination Date only one or
none of the Reference Banks provides such offered
quotations, LIBOR for the next Interest Accrual Period shall
be whichever is the higher of (i) LIBOR as determined on the
previous Interest Determination Date or (ii) the Reserve
Interest Rate. The "Reserve Interest Rate" shall be the
rate per annum which the Trustee determines to be either (i)
the arithmetic mean (rounded upwards if necessary to the
nearest whole multiple of 1/32%) of the one-month United
States dollar lending rates that New York City banks
selected by the Trustee are quoting, on the relevant
Interest Determination Date, to the principal London offices
of at least two of the Reference Banks to which such
quotations are, in the opinion of the Trustee, being so
made, or (ii) in the event that the Trustee can determine no
such arithmetic mean, the lowest one-month United States
dollar lending rate which New York City banks selected by
the Trustee are quoting on such Interest Determination Date
to leading European banks.
From such time as the applicable Index becomes LIBOR
until all of the COFI Certificates are paid in full, the Trustee
will at all times retain at least four Reference Banks for the
purposes of determining LIBOR with respect to each interest
Determination Date. The Master Servicer initially shall
designate the Reference Banks. Each "Reference Bank" shall be a
leading bank engaged in transactions in Eurodollar deposits in
the international Eurocurrency market, shall not control, be
controlled by, or be under common control with, the Trustee and
shall have an established place of business in London. If any
such Reference Bank should be unwilling or unable to act as such
or if the Master Servicer should terminate its appointment as
Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank. The Trustee shall have no
liability or responsibility to any Person for (i) the selection
of any Reference Bank for purposes of determining LIBOR or (ii)
any inability to retain at least four Reference Banks which is
caused by circumstances beyond its reasonable control.
In determining LIBOR and any Pass-Through Rate for the
COFI Certificates or any Reserve Interest Rate, the Trustee may
conclusively rely and shall be protected in relying upon the
offered quotations (whether written, oral or on the Reuters
Screen) from the Reference Banks or the New York City banks as to
LIBOR or the Reserve Interest Rate, as appropriate, in effect
from time to time. The Trustee shall not have any liability or
responsibility to any Person for (i) the Trustee's selection of
New York City banks for purposes of determining any Reserve
Interest Rate or (ii) its inability, following a good-faith
reasonable effort, to obtain such quotations from the Reference
Banks or the New York City banks or to determine such arithmetic
mean, all as provided for in this Section 4.06.
The establishment of LIBOR and each Pass-Through Rate
for the LIBOR Certificates by the Trustee shall (in the absence
of manifest error) be final, conclusive and binding upon each
Holder of a Certificate and the Trustee.
SECTION 4.07 Determination of Pass-Through Rates for
_______________________________________
LIBOR Certificates.
__________________
On each Interest Determination Date so long as the
LIBOR Certificates are outstanding, the Trustee shall either (i)
request each Reference Bank to inform the Trustee of the
quotation offered by its principal London office for making one-
month United States dollar deposits in leading banks in the
London interbank market, as of 11:00 a.m. (London time) on such
Interest Determination Date or (ii) in lieu of making any such
request, rely on such Reference Bank quotations that appear at
such time on the Reuters Screen LIBO Page (as defined in the
International Swap Dealers Association Inc. Code of Standard
Wording, Assumptions and provisions for Swaps, 1986 Edition), to
the extent available.
LIBOR for the next Interest Accrual Period will be
established by the Trustee on each interest Determination Date as
follows:
(a) If on any interest Determination Date two or more
Reference Banks provide such offered quotations, LIBOR for
the next Interest Accrual Period shall be the arithmetic
mean of such offered quotations (rounding such arithmetic
mean upwards if necessary to the nearest whole multiple of
1/32%).
(b) If on any Interest Determination Date only one or
none of the Reference Banks provides such offered
quotations, LIBOR for the next Interest Accrual Period shall
be whichever is the higher of (i) LIBOR as determined on the
previous Interest Determination Date or (ii) the Reserve
Interest Rate. The "Reserve Interest Rate" shall be the
rate per annum which the Trustee determines to be either (i)
the arithmetic mean (rounded upwards if necessary to the
nearest whole multiple of 1/32%) of the one-month United
States dollar lending rates that New York City banks
selected by the Trustee are quoting, on the relevant
Interest Determination Date, to the principal London offices
of at least two of the Reference Banks to which such
quotations are, in the opinion of the Trustee, being so
made, or (ii) in the event that the Trustee can determine no
such arithmetic mean, the lowest one-month United States
dollar lending rate which New York City banks selected by
the Trustee are quoting on such Interest Determination Date
to leading European banks.
(c) If on any interest Determination Date the trustee
is required but is unable to determine the Reserve Interest
Rate in the manner provided in paragraph (b) above, LIBOR
shall be LIBOR as determined on the preceding Interest
Determination Date, or, in the case of the first Interest
Determination Date, the Initial LIBOR Rate.
Until all of the LIBOR Certificates are paid in full,
the Trustee will at all times retain at least four Reference
Banks for the purpose of determining LIBOR with respect to each
Interest Determination Date. The Master Servicer initially shall
designate the Reference Banks. Each "Reference Bank" shall be a
leading bank engaged in transactions in Eurodollar deposits in
the international Eurocurrency market, shall not control, be
controlled by, or be under common control with, the Trustee and
shall have an established place of business in London. If any
such Reference Bank should be unwilling or unable to act as such
or if the Master Servicer should terminate its appointment as
Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank. The Trustee shall have no
liability or responsibility to any Person for (i) the selection
of any Reference Bank for purposes of determining LIBOR or (ii)
any inability to retain at least four Reference Banks which is
caused by circumstances beyond its reasonable control.
The Pass-Through Rate for each Class of LIBOR
Certificates for each Interest Accrual Period shall be determined
by the Trustee on each Interest Determination Date so long as the
LIBOR Certificates are outstanding on the basis of LIBOR and the
respective formulae appearing in footnotes corresponding to the
LIBOR Certificates in the table relating to the Certificates in
the Preliminary Statement.
In determining LIBOR, any Pass-Through Rate for the
LIBOR Certificates or any Reserve Interest Rate, the Trustee may
conclusively rely and shall be protected in relying upon the
offered quotations (whether written, oral or on the Reuters
Screen) from the Reference Banks or the New York City banks as to
LIBOR or the Reserve Interest Rate, as appropriate, in effect
from time to time. The Trustee shall not have any liability or
responsibility to any Person for (i) the Trustee's selection of
New York City banks for purposes of determining any Reserve
Interest Rate or (ii) its inability, following a good-faith
reasonable effort, to obtain such quotations from the Reference
Banks or the New York City banks or to determine such arithmetic
mean, all as provided for in this Section 4.07.
The establishment of LIBOR and each Pass-Through Rate
for the LIBOR Certificates by the Trustee shall (in the absence
of manifest error) be final, conclusive and binding upon each
Holder of a Certificate and the Trustee.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
________________
The Certificates shall be substantially in the forms
attached hereto as exhibits. The Certificates shall be issuable
in registered form, in the minimum denominations, integral
multiples in excess thereof (except that one Certificate in each
Class may be issued in a different amount which must be in excess
of the applicable minimum denomination) and aggregate denomina-
tions per Class set forth in the Preliminary Statement.
Subject to Section 9.02 hereof respecting the final
distribution on the Certificates, on each Distribution Date the
Trustee shall make distributions to each Certificateholder of
record on the preceding Record Date either (x) by wire transfer
in immediately available funds to the account of such holder at a
bank or other entity having appropriate facilities therefor, if
(i) such Holder has so notified the Trustee at least five Busi-
ness Days prior to the related Record Date and (ii) such Holder
shall hold (A) a Notional Amount Certificate, (B) 100% of the
Class Certificate Balance of any Class of Certificates or
(C) Certificates of any Class with aggregate principal Denomina-
tions of not less than $1,000,000 or (y) by check mailed by first
class mail to such Certificateholder at the address of such
holder appearing in the Certificate Register.
The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by an authorized
officer. Certificates bearing the manual or facsimile signatures
of individuals who were, at the time when such signatures were
affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the countersignature and
delivery of such Certificates or did not hold such offices at the
date of such Certificate. No Certificate shall be entitled to
any benefit under this Agreement, or be valid for any purpose,
unless countersigned by the Trustee by manual signature, and such
countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been
duly executed and delivered hereunder. All Certificates shall be
dated the date of their countersignature. On the Closing Date,
the Trustee shall countersign the Certificates to be issued at
the direction of the Depositor, or any affiliate thereof.
The Depositor shall provide, or cause to be provided,
to the Trustee on a continuous basis, an adequate inventory of
Certificates to facilitate transfers.
SECTION 5.02. Certificate Register; Registration of
_____________________________________
Transfer and Exchange of
_____________________________________
Certificates.
____________
(a) The Trustee shall maintain, or cause to be main-
tained in accordance with the provisions of Section 5.06 hereof,
a Certificate Register for the Trust Fund in which, subject to
the provisions of subsections (b) and (c) below and to such
reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for
registration of transfer of any Certificate, the Trustee shall
execute and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class and
aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may
be exchanged for other Certificates of the same Class in autho-
rized denominations and evidencing the same aggregate Percentage
Interest upon surrender of the Certificates to be exchanged at
the office or agency of the Trustee. Whenever any Certificates
are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificate-
holder making the exchange is entitled to receive. Every Certif-
icate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Trustee duly executed by the holder
thereof or his attorney duly authorized in writing.
No service charge to the Certificateholders shall be
made for any registration of transfer or exchange of Certifi-
cates, but payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of Certificates may be required.
All Certificates surrendered for registration of
transfer or exchange shall be cancelled and subsequently
destroyed by the Trustee in accordance with the Trustee's
customary procedures.
(b) No transfer of a Private Certificate shall be made
unless such transfer is made pursuant to an effective registra-
tion statement under the Securities Act and any applicable state
securities laws or is exempt from the registration requirements
under said Act and such state securities laws. In the event that
a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with
the Securities Act and such laws, the Certificateholder desiring
to effect such transfer and such Certificateholder's prospective
transferee shall each certify to the Trustee in writing the facts
surrounding the transfer in substantially the forms set forth in
Exhibit J (the "Transferor Certificate") and (i) deliver a letter
in substantially the form of either Exhibit K (the "Investment
Letter") or Exhibit L (the "Rule 144A Letter") or (ii) there
shall be delivered to the Trustee at the expense of the
transferor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Securities Act. The Depositor
shall provide to any Holder of a Private Certificate and any
prospective transferee designated by any such Holder, information
regarding the related Certificates and the Mortgage Loans and
such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for
transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption
provided by Rule 144A. The Trustee and the Master Servicer shall
cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including
providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its
obligation under the preceding sentence. Each Holder of a
Private Certificate desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee and the Depositor,
the Seller and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accor-
dance with such federal and state laws.
No transfer of an ERISA-Restricted Certificate shall be
made unless the Trustee shall have received either (i) a repre-
sentation from the transferee of such Certificate acceptable to
and in form and substance satisfactory to the Trustee (in the
event such Certificate is a Private Certificate, such requirement
is satisfied only by the Trustee's receipt of a representation
letter from the transferee substantially in the form of Exhibit K
or Exhibit L), to the effect that such transferee is not an
employee benefit plan or arrangement subject to Section 406 of
ERISA or a plan or arrangement subject to Section 4975 of the
Code, nor a person acting on behalf of any such plan or
arrangement, nor using the assets of any such plan or arrangement
to effect such transfer, (ii) if the purchaser is an insurance
company, a representation that the purchaser is an insurance
company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term
is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding
of such Certificates are covered under PTCE 95-60 or (iii) in the
case of any such ERISA-Restricted Certificate presented for
registration in the name of an employee benefit plan subject to
ERISA, or a plan or arrangement subject to Section 4975 of the
Code (or comparable provisions of any subsequent enactments), or
a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement, or using such plan's or
arrangement's assets, an Opinion of Counsel satisfactory to the
Trustee, which Opinion of Counsel shall not be an expense of
either the Trustee or the Trust Fund, addressed to the Trustee to
the effect that the purchase or holding of such ERISA-Restricted
Certificate will not result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited trans-
action provisions of ERISA and the Code and will not subject the
Trustee to any obligation in addition to those expressly under-
taken in this Agreement or to any liability. For purposes of the
preceding sentence, with respect to an ERISA-Restricted Certif-
icate that is not a Private Certificate, in the event the
representation letter referred to in the preceding sentence is
not so furnished, such representation shall be deemed to have
been made to the Trustee by the transferee's (including an
initial acquiror's) acceptance of the ERISA-Restricted Certif-
icates. Notwithstanding anything else to the contrary herein,
any purported transfer of an ERISA-Restricted Certificate to or
on behalf of an employee benefit plan subject to ERISA or to the
Code without the delivery to the Trustee of an Opinion of Counsel
satisfactory to the Trustee as described above shall be void and
of no effect.
To the extent permitted under applicable law (includ-
ing, but not limited to, ERISA), the Trustee shall be under no
liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate that is in fact not permitted by
this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so
long as the transfer was registered by the Trustee in accordance
with the foregoing requirements.
(c) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions, and the rights of
each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(ii) No Ownership Interest in a Residual Certificate
may be registered on the Closing Date or thereafter trans-
ferred, and the Trustee shall not register the Transfer of
any Residual Certificate unless, in addition to the certif-
icates required to be delivered to the Trustee under sub-
paragraph (b) above, the Trustee shall have been furnished
with an affidavit (a "Transfer Affidavit") of the initial
__________________
owner or the proposed transferee in the form attached hereto
as Exhibit I.
(iii) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall agree (A) to obtain
a Transfer Affidavit from any other Person to whom such
Person attempts to Transfer its Ownership Interest in a
Residual Certificate, (B) to obtain a Transfer Affidavit
from any Person for whom such Person is acting as nominee,
trustee or agent in connection with any Transfer of a
Residual Certificate and (C) not to Transfer its Ownership
Interest in a Residual Certificate or to cause the Transfer
of an Ownership Interest in a Residual Certificate to any
other Person if it has actual knowledge that such Person is
not a Permitted Transferee.
(iv) Any attempted or purported Transfer of any
Ownership Interest in a Residual Certificate in violation of
the provisions of this Section 5.02(c) shall be absolutely
null and void and shall vest no rights in the purported
Transferee. If any purported transferee shall become a
Holder of a Residual Certificate in violation of the pro-
visions of this Section 5.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as
Holder thereof retroactive to the date of registration of
Transfer of such Residual Certificate. The Trustee shall be
under no liability to any Person for any registration of
Transfer of a Residual Certificate that is in fact not
permitted by Section 5.02(b) and this Section 5.02(c) or for
making any payments due on such Certificate to the Holder
thereof or taking any other action with respect to such
Holder under the provisions of this Agreement so long as the
Transfer was registered after receipt of the related Trans-
fer Affidavit, Transferor Certificate and either the Rule
144A Letter or the Investment Letter. The Trustee shall be
entitled but not obligated to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Trans-
feree at the time it became a Holder or, at such subsequent
time as it became other than a Permitted Transferee, all
payments made on such Residual Certificate at and after
either such time. Any such payments so recovered by the
Trustee shall be paid and delivered by the Trustee to the
last preceding Permitted Transferee of such Certificate.
(v) The Depositor shall use its best efforts to make
available, upon receipt of written request from the Trustee,
all information necessary to compute any tax imposed under
Section 860E(e) of the Code as a result of a Transfer of an
Ownership Interest in a Residual Certificate to any Holder
who is not a Permitted Transferee.
The restrictions on Transfers of a Residual Certificate
set forth in this Section 5.02(c) shall cease to apply (and the
applicable portions of the legend on a Residual Certificate may
be deleted) with respect to Transfers occurring after delivery to
the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall not be an expense of the Trust Fund, the Trustee, the
Seller or the Master Servicer, to the effect that the elimination
of such restrictions will not cause any REMIC hereunder to fail
to qualify as a REMIC at any time that the Certificates are out-
standing or result in the imposition of any tax on the Trust
Fund, a Certificateholder or another Person. Each Person holding
or acquiring any Ownership Interest in a Residual Certificate
hereby consents to any amendment of this Agreement which, based
on an Opinion of Counsel furnished to the Trustee, is reasonably
necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not trans-
ferred, directly or indirectly, to a Person that is not a
Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Residual Certificate which is held by a Person that
is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(d) The preparation and delivery of all certificates
and opinions referred to above in this Section 5.02 in connection
with transfer shall be at the expense of the parties to such
transfers.
(e) Except as provided below, the Book-Entry Certifi-
cates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration of
the Certificates may not be transferred by the Trustee except to
another Depository; (ii) the Depository shall maintain book-entry
records with respect to the Certificate Owners and with respect
to ownership and transfers of such Book-Entry Certificates; (iii)
ownership and transfers of registration of the Book-Entry Certif-
icates on the books of the Depository shall be governed by appli-
cable rules established by the Depository; (iv) the Depository
may collect its usual and customary fees, charges and expenses
from its Depository Participants; (v) the Trustee shall deal with
the Depository, Depository Participants and indirect participat-
ing firms as representatives of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of
holders under this Agreement, and requests and directions for and
votes of such representatives shall not be deemed to be incon-
sistent if they are made with respect to different Certificate
Owners; and (vi) the Trustee may rely and shall be fully protect-
ed in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating
firms and persons shown on the books of such indirect participat-
ing firms as direct or indirect Certificate Owners.
All transfers by Certificate Owners of Book-Entry
Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners
it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
If (x) (i) the Depository or the Depositor advises the
Trustee in writing that the Depository is no longer willing or
able to properly discharge its responsibilities as Depository,
and (ii) the Trustee or the Depositor is unable to locate a
qualified successor, (y) the Depositor at its option advises the
Trustee in writing that it elects to terminate the book-entry
system through the Depository or (z) after the occurrence of an
Event of Default, Certificate Owners representing at least 51% of
the Certificate Balance of the Book-Entry Certificates together
advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry
system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certifi-
cate Owners, through the Depository, of the occurrence of any
such event and of the availability of definitive, fully-register-
ed Certificates (the "Definitive Certificates") to Certificate
Owners requesting the same. Upon surrender to the Trustee of the
related Class of Certificates by the Depository, accompanied by
the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. Neither the
Master Servicer, the Depositor nor the Trustee shall be liable
for any delay in delivery of such instruction and each may con-
clusively rely on, and shall be protected in relying on, such
instructions. The Master Servicer shall provide the Trustee with
an adequate inventory of certificates to facilitate the issuance
and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates all references herein to obligations
imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent
applicable with respect to such Definitive Certificates and the
Trustee shall recognize the Holders of the Definitive Certifi-
cates as Certificateholders hereunder; provided that the Trustee
________
shall not by virtue of its assumption of such obligations become
liable to any party for any act or failure to act of the Deposi-
tory.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
____________________________________
Certificates.
____________
If (a) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (b) there
is delivered to the Master Servicer and the Trustee such security
or indemnity as may be required by them to save each of them harm-
less, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute, countersign and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percent-
age Interest. In connection with the issuance of any new Certif-
icate under this Section 5.03, the Trustee may require the pay-
ment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee)
connected therewith. Any replacement Certificate issued pursuant
to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. Persons Deemed Owners.
_____________________
The Master Servicer, the Trustee and any agent of the
Master Servicer or the Trustee may treat the Person in whose name
any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and neither the
Master Servicer, the Trustee nor any agent of the Master Servicer
or the Trustee shall be affected by any notice to the contrary.
SECTION 5.05. Access to List of Certificateholders'
_____________________________________
Names and Addresses.
___________________
If three or more Certificateholders (a) request such
information in writing from the Trustee, (b) state that such
Certificateholders desire to communicate with other Certificate-
holders with respect to their rights under this Agreement or
under the Certificates, and (c) provide a copy of the communica-
tion which such Certificateholders propose to transmit, or if the
Depositor or Master Servicer shall request such information in
writing from the Trustee, then the Trustee shall, within ten
Business Days after the receipt of such request, provide the
Depositor, the Master Servicer or such Certificateholders at such
recipients' expense the most recent list of the Certificate-
holders of such Trust Fund held by the Trustee, if any. The
Depositor and every Certificateholder, by receiving and holding a
Certificate, agree that the Trustee shall not be held accountable
by reason of the disclosure of any such information as to the
list of the Certificateholders hereunder, regardless of the
source from which such information was derived.
SECTION 5.06. Maintenance of Office or Agency.
_______________________________
The Trustee will maintain or cause to be maintained at
its expense an office or offices or agency or agencies in New
York City where Certificates may be surrendered for registration
of transfer or exchange. The Trustee initially designates its
Corporate Trust Office for such purposes. The Trustee will give
prompt written notice to the Certificateholders of any change in
such location of any such office or agency.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of the Depositor
_______________________________________
and the Master Servicer.
_______________________
The Depositor and the Master Servicer shall each be
liable in accordance herewith only to the extent of the obliga-
tions specifically and respectively imposed upon and undertaken
by them herein.
SECTION 6.02. Merger or Consolidation of the Depositor
________________________________________
or the Master Servicer.
______________________
The Depositor and the Master Servicer will each keep in
full effect its existence, rights and franchises as a corporation
under the laws of the United States or under the laws of one of
the states thereof and will each obtain and preserve its qualifi-
cation to do business as a foreign corporation in each jurisdic-
tion in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform its respective duties under
this Agreement.
Any Person into which the Depositor or the Master
Servicer may be merged or consolidated, or any Person resulting
from any merger or consolidation to which the Depositor or the
Master Servicer shall be a party, or any person succeeding to the
business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case
may be, hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided,
________
however, that the successor or surviving Person to the Master
_______
Servicer shall be qualified to sell mortgage loans to, and to
service mortgage loans on behalf of, FNMA or FHLMC.
SECTION 6.03. Limitation on Liability of the
______________________________
Depositor, the Seller, the Master
_________________________________
Servicer and Others.
___________________
None of the Depositor, the Seller, the Master Servicer
or any of the directors, officers, employees or agents of the
Depositor, the Seller or the Master Servicer shall be under any
liability to the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant
to this Agreement, or for errors in judgment; provided, however,
________ _______
that this provision shall not protect the Depositor, the Seller,
the Master Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the
Depositor, the Seller, the Master Servicer or any such Person
from any liability which would otherwise be imposed by reasons of
willful misfeasance, bad faith or gross negligence in the perfor-
mance of duties or by reason of reckless disregard of obligations
and duties hereunder. The Depositor, the Seller, the Master
Servicer and any director, officer, employee or agent of the
Depositor, the Seller or the Master Servicer may rely in good
faith on any document of any kind prima facie properly executed
_____ _____
and submitted by any Person respecting any matters arising here-
under. The Depositor, the Seller, the Master Servicer and any
director, officer, employee or agent of the Depositor, the Seller
or the Master Servicer shall be indemnified by the Trust Fund and
held harmless against any loss, liability or expense incurred in
connection with any audit, controversy or judicial proceeding
relating to a governmental taxing authority or any legal action
relating to this Agreement or the Certificates, other than any
loss, liability or expense related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and
any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of obliga-
tions and duties hereunder. None of the Depositor, the Seller or
the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to
its respective duties hereunder and which in its opinion may
involve it in any expense or liability; provided, however, that
________ _______
any of the Depositor, the Seller or the Master Servicer may in
its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the
rights and duties of the parties hereto and interests of the
Trustee and the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability result-
ing therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Seller and the Master Servicer
shall be entitled to be reimbursed therefor out of the Certifi-
cate Account.
SECTION 6.04. Limitation on Resignation of Master
___________________________________
Servicer.
________
The Master Servicer shall not resign from the obliga-
tions and duties hereby imposed on it except (a) upon appointment
of a successor servicer and receipt by the Trustee of a letter
from each Rating Agency that such a resignation and appointment
will not result in a downgrading of the rating of any of the
Certificates, without regard to the guaranty provided by the
Policies, or (b) upon determination that its duties hereunder are
no longer permissible under applicable law. Any such deter-
mination under clause (b) permitting the resignation of the
Master Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Trustee. No such resignation shall
become effective until the Trustee or a successor master servicer
shall have assumed the Master Servicer's responsibilities,
duties, liabilities and obligations hereunder.
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
_________________
"Event of Default," wherever used herein, means any one
of the following events:
(i) any failure by the Master Servicer to
deposit in the Certificate Account or remit to the
Trustee any payment (other than a payment required to
be made under Section 4.01 hereof) required to be made
under the terms of this Agreement, which failure shall
continue unremedied for five days after the date upon
which written notice of such failure shall have been
given to the Master Servicer by the Trustee or the
Depositor or to the Master Servicer and the Trustee by
the Holders of Certificates having not less than 25% of
the Voting Rights evidenced by the Certificates; or
(ii) any failure by the Master Servicer to
observe or perform in any material respect any other of
the covenants or agreements on the part of the Master
Servicer contained in this Agreement, which failure
shall continue unremedied for a period of 60 days after
the date on which written notice of such failure shall
have been given to the Master Servicer by the Trustee
or the Depositor, or to the Master Servicer and the
Trustee by the Holders of Certificates evidencing not
less than 25% of the Voting Rights evidenced by the
Certificates; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the
premises for the appointment of a receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained
in force undischarged or unstayed for a period of 60
consecutive days; or
(iv) the Master Servicer shall consent to the
appointment of a receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating
to the Master Servicer or all or substantially all of
the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing
its inability to pay its debts generally as they become
due, file a petition to take advantage of, or commence
a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend pay-
ment of its obligations; or
(vi) so long as the Master Servicer is the
Seller, any failure by the Seller to observe or perform
in any material respect any other of the covenants or
agreements on the part of the Seller contained in this
Agreement, which failure shall continue unremedied for
a period of 60 days after the date on which written
notice of such failure shall have been given to the
Seller by the Trustee or the Depositor, or to the
Seller and the Trustee by the Holders of Certificates
evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or
(vii) any failure of the Master Servicer to make
any Advance in the manner and at the time required to
be made pursuant to Section 4.01 which continues
unremedied for a period of one Business Day after the
date of such failure.
If an Event of Default described in clauses (i) to (vi)
of this Section shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been
remedied, the Trustee may, or at the direction of the Holders of
Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates, the Trustee shall by notice in
writing to the Master Servicer (with a copy to each Rating
Agency), terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in
clause (vii) hereof shall occur, the Trustee shall, by notice in
writing to the Master Servicer and the Depositor, terminate all
of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder.
On and after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer hereunder,
whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee. The Trustee shall there-
upon make any Advance described in clause (vii) hereof subject to
Section 3.04 hereof. The Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. Unless expressly provided in such
written notice, no such termination shall affect any obligation
of the Master Servicer to pay amounts owed pursuant to Article
VIII. The Master Servicer agrees to cooperate with the Trustee
in effecting the termination of the Master Servicer's responsi-
bilities and rights hereunder, including, without limitation, the
transfer to the Trustee of all cash amounts which shall at the
time be credited to the Certificate Account, or thereafter be
received with respect to the Mortgage Loans.
Notwithstanding any termination of the activities of
the Master Servicer hereunder, the Master Servicer shall be
entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan which was due prior to the notice
terminating such Master Servicer's rights and obligations as
Master Servicer hereunder and received after such notice, that
portion thereof to which such Master Servicer would have been
entitled pursuant to Sections 3.08(a)(i) through (viii),and any
other amounts payable to such Master Servicer hereunder the
entitlement to which arose prior to the termination of its
activities hereunder.
SECTION 7.02. Trustee to Act; Appointment of
______________________________
Successor.
_________
On and after the time the Master Servicer receives a
notice of termination pursuant to Section 7.01 hereof, the
Trustee shall, subject to and to the extent provided in Section
3.04, be the successor to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set
forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed
on the Master Servicer by the terms and provisions hereof and
applicable law including the obligation to make Advances pursuant
to Section 4.01. As compensation therefor, the Trustee shall be
entitled to all funds relating to the Mortgage Loans that the
Master Servicer would have been entitled to charge to the Certif-
icate Account or Distribution Account if the Master Servicer had
continued to act hereunder. Notwithstanding the foregoing, if
the Trustee has become the successor to the Master Servicer in
accordance with Section 7.01 hereof, the Trustee may, if it shall
be unwilling to so act, or shall, if it is prohibited by appli-
cable law from making Advances pursuant to Section 4.01 hereof or
if it is otherwise unable to so act, appoint, or petition a court
of competent jurisdiction to appoint, any established mortgage
loan servicing institution the appointment of which does not
adversely affect the then current rating of the Certificates by
each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsi-
bilities, duties or liabilities of the Master Servicer hereunder.
Any successor to the Master Servicer shall be an institution
which is a FNMA and FHLMC approved seller/servicer in good stand-
ing, which has a net worth of at least $15,000,000, and which is
willing to service the Mortgage Loans and executes and delivers
to the Depositor and the Trustee an agreement accepting such
delegation and assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obliga-
tions and liabilities of the Master Servicer (other than liabil-
ities of the Master Servicer under Section 6.03 hereof incurred
prior to termination of the Master Servicer under Section 7.01),
with like effect as if originally named as a party to this Agree-
ment; and provided further that each Rating Agency acknowledges
that its rating of the Certificates in effect immediately prior
to such assignment and delegation will not be qualified or
reduced, without regard to the guaranty provided by the Policies,
as a result of such assignment and delegation. Pending
appointment of a successor to the Master Servicer hereunder, the
Trustee, unless the Trustee is prohibited by law from so acting,
shall, subject to Section 3.04 hereof, act in such capacity as
hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans
as it and such successor shall agree; provided, however, that no
________ _______
such compensation shall be in excess of the Master Servicing Fee
permitted the Master Servicer hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession. Neither
the Trustee nor any other successor master servicer shall be
deemed to be in default hereunder by reason of any failure to
make, or any delay in making, any distribution hereunder or any
portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either
case caused by the failure of the Master Servicer to deliver or
provide, or any delay in delivering or providing, any cash,
information, documents or records to it.
Any successor to the Master Servicer as master servicer
shall give notice to the Mortgagors of such change of servicer
and shall, during the term of its service as master servicer
maintain in force the policy or policies that the Master Servicer
is required to maintain pursuant to Section 6.05.
SECTION 7.03. Notification to Certificateholders.
__________________________________
(a) Upon any termination of or appointment of a
successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to Certificateholders and to each Rating
Agency.
(b) Within 60 days after the occurrence of any Event
of Default, the Trustee shall transmit by mail to all Certifi-
cateholders notice of each such Event of Default hereunder known
to the Trustee, unless such Event of Default shall have been
cured or waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
_________________
The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default that may
have occurred, shall undertake to perform such duties and only
such duties as are specifically set forth in this Agreement. In
case an Event of Default has occurred and remains uncured, the
Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.
The Trustee, upon receipt of all resolutions, certifi-
cates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee that are specifically
required to be furnished pursuant to any provision of this Agree-
ment shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that the Trustee
________ _______
shall not be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document,
order or other instrument.
No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct;
provided, however, that:
________ _______
(i) unless an Event of Default known to the
Trustee shall have occurred and be continuing, the
duties and obligations of the Trustee shall be deter-
mined solely by the express provisions of this Agree-
ment, the Trustee shall not be liable except for the
performance of such duties and obligations as are
specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this
Agreement against the Trustee and the Trustee may
conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this
Agreement which it believed in good faith to be genuine
and to have been duly executed by the proper authori-
ties respecting any matters arising hereunder;
(ii) the Trustee shall not be liable for an
error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless
it shall be finally proven that the Trustee was
negligent in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with
respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the
direction of Holders of Certificates evidencing not
less than 25% of the Voting Rights of Certificates
relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the
Trustee under this Agreement.
SECTION 8.02. Certain Matters Affecting the Trustee.
_____________________________________
Except as otherwise provided in Section 8.01:
(i) the Trustee may request and rely upon and
shall be protected in acting or refraining from acting
upon any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or
presented by the proper party or parties and the
Trustee shall have no responsibility to ascertain or
confirm the genuineness of any signature of any such
party or parties;
(ii) the Trustee may consult with counsel,
financial advisers or accountants and the advice of any
such counsel, financial advisers or accountants and any
Opinion of Counsel shall be full and complete authori-
zation and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and
in accordance with such Opinion of Counsel;
(iii) the Trustee shall not be liable for any
action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by
this Agreement;
(iv) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certifi-
cates evidencing not less than 25% of the Voting Rights
allocated to each Class of Certificates;
(v) the Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder
either directly or by or through agents, accountants or
attorneys;
(vi) the Trustee shall not be required to risk
or expend its own funds or otherwise incur any
financial liability in the performance of any of its
duties or in the exercise of any of its rights or
powers hereunder if it shall have reasonable grounds
for believing that repayment of such funds or adequate
indemnity against such risk or liability is not assured
to it;
(vii) the Trustee shall not be liable for any
loss on any investment of funds pursuant to this Agree-
ment (other than as issuer of the investment security);
(viii) the Trustee shall not be deemed to have
knowledge of an Event of Default until a Responsible
Officer of the Trustee shall have received written
notice thereof; and
(ix) the Trustee shall be under no obligation to
exercise any of the trusts, rights or powers vested in
it by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the
request, order or direction of any of the
Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity
satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or
thereby.
SECTION 8.03. Trustee Not Liable for Certificates or
______________________________________
Mortgage Loans.
______________
The recitals contained herein and in the Certificates
shall be taken as the statements of the Depositor or the Seller,
as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document other
than with respect to the Trustee's execution and counter-
signature of the Certificates. The Trustee shall not be
accountable for the use or application by the Depositor or the
Master Servicer of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Certificate Account by the Depositor or the
Master Servicer.
SECTION 8.04. Trustee May Own Certificates.
____________________________
The Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights
as it would have if it were not the Trustee.
SECTION 8.05. Trustee's Fees and Expenses.
___________________________
The Trustee, as compensation for its activities here-
under, shall be entitled to withdraw from the Distribution
Account on each Distribution Date an amount equal to the Trustee
Fee for such Distribution Date. The Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified by
the Master Servicer and held harmless against any loss, liability
or expense (including reasonable attorney's fees) (i) incurred in
connection with any claim or legal action relating to (a) this
Agreement, (b) the Certificates or (c) in connection with the
performance of any of the Trustee's duties hereunder, other than
any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of
the Trustee's duties hereunder and (ii) resulting from any error
in any tax or information return prepared by the Master Servicer.
Such indemnity shall survive the termination of this Agreement or
the resignation or removal of the Trustee hereunder. Without
limiting the foregoing, the Master Servicer covenants and agrees,
except as otherwise agreed upon in writing by the Depositor and
the Trustee, and except for any such expense, disbursement or
advance as may arise from the Trustee's negligence, bad faith or
willful misconduct, to pay or reimburse the Trustee, for all
reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this
Agreement with respect to: (A) the reasonable compensation and
the expenses and disbursements of its counsel not associated with
the closing of the issuance of the Certificates, (B) the reason-
able compensation, expenses and disbursements of any accountant,
engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons
to perform acts or services hereunder and (C) printing and
engraving expenses in connection with preparing any Definitive
Certificates. Except as otherwise provided herein, the Trustee
shall not be entitled to payment or reimbursement for any routine
ongoing expenses incurred by the Trustee in the ordinary course
of its duties as Trustee, Registrar, Tax Matters Person or Paying
Agent hereunder or for any other expenses.
SECTION 8.06. Eligibility Requirements for Trustee.
____________________________________
The Trustee hereunder shall at all times be a corpora-
tion or association organized and doing business under the laws
of a state or the United States of America, authorized under such
laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, subject to super-
vision or examination by federal or state authority and with a
credit rating which would not cause either of the Rating Agencies
to reduce their respective then current ratings of the Certifi-
cates (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or
association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervis-
ing or examining authority, then for the purposes of this Section
8.06 the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.06,
the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07 hereof. The entity serving as
Trustee may have normal banking and trust relationships with the
Depositor and its affiliates or the Master Servicer and its
affiliates; provided, however, that such entity cannot be an
________ _______
affiliate of the Master Servicer other than the Trustee in its
role as successor to the Master Servicer.
SECTION 8.07. Resignation and Removal of Trustee.
__________________________________
The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice of
resignation to the Depositor and the Master Servicer and each
Rating Agency not less than 60 days before the date specified in
such notice when, subject to Section 8.08, such resignation is to
take effect, and acceptance by a successor trustee in accordance
with Section 8.08 meeting the qualifications set forth in Section
8.06. If no successor trustee meeting such qualifications shall
have been so appointed and have accepted appointment within 30
days after the giving of such notice or resignation, the resign-
ing Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible
in accordance with the provisions of Section 8.06 hereof and
shall fail to resign after written request thereto by the
Depositor, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or
any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or a tax is imposed with respect to
the Trust Fund by any state in which the Trustee or the Trust
Fund is located and the imposition of such tax would be avoided
by the appointment of a different trustee, then the Depositor or
the Master Servicer may remove the Trustee and appoint a
successor trustee by written instrument, in triplicate, one copy
of which instrument shall be delivered to the Trustee, one copy
of which shall be delivered to the Master Servicer and one copy
to the successor trustee.
The Holders of Certificates entitled to at least 51% of
the Voting Rights may at any time remove the Trustee and appoint
a successor trustee by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be
delivered by the successor Trustee to the Master Servicer, one
complete set to the Trustee so removed and one complete set to
the successor so appointed. Notice of any removal of the Trustee
shall be given to each Rating Agency by the Successor Trustee.
Any resignation or removal of the Trustee and appoint-
ment of a successor trustee pursuant to any of the provisions of
this Section 8.07 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08
hereof.
SECTION 8.08. Successor Trustee.
_________________
Any successor trustee appointed as provided in Section
8.07 hereof shall execute, acknowledge and deliver to the
Depositor and to its predecessor trustee and the Master Servicer
an instrument accepting such appointment hereunder and thereupon
the resignation or removal of the predecessor trustee shall
become effective and such successor trustee, without any further
act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor here-
under, with the like effect as if originally named as trustee
herein. The Depositor, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all
such rights, powers, duties, and obligations.
No successor trustee shall accept appointment as pro-
vided in this Section 8.08 unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of
Section 8.06 hereof and its appointment shall not adversely
affect the then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee
as provided in this Section 8.08, the Depositor shall mail notice
of the succession of such trustee hereunder to all Holders of
Certificates. If the Depositor fails to mail such notice within
10 days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.
SECTION 8.09. Merger or Consolidation of Trustee.
__________________________________
Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation
resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to
the business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06 hereof without the
execution or filing of any paper or further act on the part of
any of the parties hereto, anything herein to the contrary not-
withstanding.
SECTION 8.10. Appointment of Co-Trustee or Separate
_____________________________________
Trustee.
_______
Notwithstanding any other provisions of this Agreement,
at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Fund or property
securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or
co-trustees jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund
or any part thereof, whichever is applicable, and, subject to the
other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days
after the receipt by it of a request to do so, or in the case an
Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under
Section 8.06 and no notice to Certificateholders of the appoint-
ment of any co-trustee or separate trustee shall be required
under Section 8.08.
Every separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the
following provisions and conditions:
(i) To the extent necessary to effectuate the
purposes of this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the
Trustee, except for the obligation of the Trustee under
this Agreement to advance funds on behalf of the Master
Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate
trustee or co-trustee jointly (it being understood that
such separate trustee or co-trustee is not authorized
to act separately without the Trustee joining in such
act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to
be performed (whether as Trustee hereunder or as
successor to the Master Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title
to the applicable Trust Fund or any portion thereof in
any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but
solely at the direction of the Trustee;
(ii) No trustee hereunder shall be held
personally liable by reason of any act or omission of
any other trustee hereunder and such appointment shall
not, and shall not be deemed to, constitute any such
separate trustee or co-trustee as agent of the Trustee;
(iii) The Trustee may at any time accept the
resignation of or remove any separate trustee or
co-trustee; and
(iv) The Master Servicer, and not the Trustee,
shall be liable for the payment of reasonable
compensation, reimbursement and indemnification to any
such separate trustee or co-trustee.
Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the
separate trustees and co-trustees, when and as effectively as if
given to each of them. Every instrument appointing any separate
trustee or co-trustee shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agree-
ment relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee and a copy thereof given to the
Master Servicer and the Depositor.
Any separate trustee or co-trustee may, at any time,
constitute the Trustee its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Agreement on its
behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
SECTION 8.11. Tax Matters.
___________
It is intended that the assets with respect to which
any REMIC election is to be made, as set forth in the Preliminary
Statement, shall constitute, and that the conduct of matters
relating to such assets shall be such as to qualify such assets
as, a "real estate mortgage investment conduit" as defined in and
in accordance with the REMIC Provisions. In furtherance of such
intention, the Trustee covenants and agrees that it shall act as
agent (and the Trustee is hereby appointed to act as agent) on
behalf of any such REMIC and that in such capacity it shall:
(a) prepare and file, or cause to be prepared and filed, in a
timely manner, a U.S. Real Estate Mortgage Investment Conduit
Income Tax Return (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and
applicable state or local tax authorities income tax or infor-
mation returns for each taxable year with respect to any such
REMIC, containing such information and at the times and in the
manner as may be required by the Code or state or local tax laws,
regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at
such times and in such manner as may be required thereby;
(b) within thirty days of the Closing Date, furnish or cause to
be furnished to the Internal Revenue Service, on Forms 8811 or as
otherwise may be required by the Code, the name, title, address,
and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto,
together with such additional information as may be required by
such Form, and update such information at the time or times in
the manner required by the Code; (c) make or cause to be made
elections that such assets be treated as a REMIC on the federal
tax return for its first taxable year (and, if necessary, under
applicable state law); (d) prepare and forward, or cause to be
prepared and forwarded, to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authori-
ties, all information returns and reports as and when required to
be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original
issue discount using the Prepayment Assumption; (e) provide
information necessary for the computation of tax imposed on the
transfer of a Residual Certificate to a Person that is not a
Permitted Transferee, or an agent (including a broker, nominee or
other middleman) of a Non-Permitted Transferee, or a pass-through
entity in which a Non-Permitted Transferee is the record holder
of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such
tax); (f) to the extent that they are under its control conduct
matters relating to such assets at all times that any Certifi-
cates are outstanding so as to maintain the status as a REMIC
under the REMIC Provisions; (g) not knowingly or intentionally
take any action or omit to take any action that would cause the
termination of the REMIC status; (h) pay, from the sources
specified in the last paragraph of this Section 8.11, the amount
of any federal or state tax, including prohibited transaction
taxes as described below, imposed on any such REMIC prior to its
termination when and as the same shall be due and payable (but
such obligation shall not prevent the Trustee or any other
appropriate Person from contesting any such tax in appropriate
proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) ensure that federal, state or local income
tax or information returns shall be signed by the Trustee or such
other person as may be required to sign such returns by the Code
or state or local laws, regulations or rules; (j) maintain
records relating to any such REMIC, including but not limited to
the income, expenses, assets and liabilities thereof and the fair
market value and adjusted basis of the assets determined at such
intervals as may be required by the Code, as may be necessary to
prepare the foregoing returns, schedules, statements or informa-
tion; and (k) as and when necessary and appropriate, represent
any such REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable
year of any such REMIC, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations
relating to any tax item of any such REMIC, and otherwise act on
behalf of any such REMIC in relation to any tax matter or
controversy involving it.
In order to enable the Trustee to perform its duties as
set forth herein, the Depositor shall provide, or cause to be
provided, to the Trustee within ten (10) days after the Closing
Date all information or data that the Trustee requests in writing
and determines to be relevant for tax purposes to the valuations
and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected
cash flows of the Certificates and the Mortgage Loans. There-
after, the Depositor shall provide to the Trustee promptly upon
written request therefor, any such additional information or data
that the Trustee may, from time to time, reasonably request in
order to enable the Trustee to perform its duties as set forth
herein. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims or expenses of the Trustee
arising from any errors or miscalculations of the Trustee that
result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Trustee on a
timely basis.
In the event that any tax is imposed on "prohibited
transactions" of the REMIC as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of the
REMIC as defined in Section 860G(c) of the Code, on any contri-
bution to the REMIC after the Startup Day pursuant to Section
860G(d) of the Code, or any other tax is imposed, including,
without limitation, any minimum tax imposed upon the REMIC
pursuant to Sections 23153 and 24874 of the California Revenue
and Taxation Code, if not paid as otherwise provided for herein,
such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of
its obligations under this Agreement, (ii) the Master Servicer,
in the case of any such minimum tax, or if such tax arises out of
or results from a breach by the Master Servicer or Seller of any
of their obligations under this Agreement, (iii) the Seller, if
any such tax arises out of or results from the Seller's
obligation to repurchase a Mortgage Loan pursuant to Section 2.02
or 2.03 or (iv) in all other cases, or in the event that the
Trustee, the Master Servicer or the Seller fails to honor its
obligations under the preceding clauses (i),(ii) or (iii), any
such tax will be paid with amounts otherwise to be distributed to
the Certificateholders, as provided in Section 3.08(b).
SECTION 8.12. Periodic Filings.
________________
Pursuant to written instructions from the Depositor,
the Trustee shall prepare, execute and file all periodic reports
required under the Securities Exchange Act of 1934 in conformity
with the terms of the relief granted to the Depositor in CWMBS,
Inc. (February 3, 1994), a copy of which has been supplied to the
Trustee by the Issuer. In connection with the preparation and
filing of such periodic reports, the Depositor and the Master
Servicer shall timely provide to the Trustee all material
information available to them which is required to be included in
such reports and not known to them to be in the possession of the
Trustee and such other information as the Trustee reasonably may
request from either of them and otherwise reasonably shall
cooperate with the Trustee. The Trustee shall have no liability
with respect to any failure to properly prepare or file such
periodic reports resulting from or relating to the Trustee's
inability or failure to obtain any information not resulting from
its own negligence or willful misconduct.
ARTICLE IX
TERMINATION
SECTION 9.01. Termination upon Liquidation or Purchase
________________________________________
of all Mortgage Loans.
_____________________
Subject to Section 9.03, the obligations and responsi-
bilities of the Depositor, the Master Servicer and the Trustee
created hereby with respect to the Trust Fund shall terminate
upon the earlier of (a) the purchase by the Master Servicer of
all Mortgage Loans (and REO Properties) remaining in the Trust
Fund at the price equal to the sum of (i) 100% of the Stated
Principal Balance of each Mortgage Loan plus one month's accrued
interest thereon at the applicable Adjusted Mortgage Rate and
(ii) the lesser of (x) the appraised value of any REO Property as
determined by the higher of two appraisals completed by two
independent appraisers selected by the Master Servicer at the
expense of the Master Servicer and (y) the Stated Principal
Balance of each Mortgage Loan related to any REO Property, in
each case plus accrued and unpaid interest thereon at the appli-
cable Adjusted Mortgage Rate and (b) the later of (i) the
maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund
and the disposition of all REO Property and (ii) the distribution
to Certificateholders of all amounts required to be distributed
to them pursuant to this Agreement. In no event shall the trusts
created hereby continue beyond the earlier of (i) the expiration
of 21 years from the death of the survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date hereof and (ii) the
Latest Possible Maturity Date. The right to purchase all
Mortgage Loans and REO Properties pursuant to clause (a) above
shall be conditioned upon the Pool Stated Principal Balance, at
the time of any such repurchase, aggregating less than ten
percent of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans.
SECTION 9.02. Final Distribution on the Certificates.
______________________________________
If on any Determination Date, the Master Servicer
determines that there are no Outstanding Mortgage Loans and no
other funds or assets in the Trust Fund other than the funds in
the Certificate Account, the Master Servicer shall direct the
Trustee promptly to send a final distribution notice to each
Certificateholder. If the Master Servicer elects to terminate
the Trust Fund pursuant to clause (a) of Section 9.01, at least
20 days prior to the date notice is to be mailed to the affected
Certificateholders, the Master Servicer shall notify the
Depositor and the Trustee of the date the Master Servicer intends
to terminate the Trust Fund and of the applicable repurchase
price of the Mortgage Loans and REO Properties.
Notice of any termination of the Trust Fund, specifying
the Distribution Date on which Certificateholders may surrender
their Certificates for payment of the final distribution and
cancellation, shall be given promptly by the Trustee by letter to
Certificateholders mailed not earlier than the 15th day and no
later than the 10th day of the month next preceding the month of
such final distribution. Any such notice shall specify (a) the
Distribution Date upon which final distribution on the Certifi-
cates will be made upon presentation and surrender of Certifi-
cates at the office therein designated, (b) the amount of such
final distribution, (c) the location of the office or agency at
which such presentation and surrender must be made, and (d) that
the Record Date otherwise applicable to such Distribution Date is
not applicable, distributions being made only upon presentation
and surrender of the Certificates at the office therein speci-
fied. The Master Servicer will give such notice to each Rating
Agency at the time such notice is given to Certificateholders.
In the event such notice is given, the Master Servicer
shall cause all funds in the Certificate Account to be remitted
to the Trustee for deposit in the Distribution Account on the
Business Day prior to the applicable Distribution Date in an
amount equal to the final distribution in respect of the Certif-
icates. Upon such final deposit with respect to the Trust Fund
and the receipt by the Trustee of a Request for Release therefor,
the Trustee shall promptly release to the Master Servicer the
Mortgage Files for the Mortgage Loans.
Upon presentation and surrender of the Certificates,
the Trustee shall cause to be distributed to the
Certificateholders of each Class, in the order set forth in
Section 4.02 hereof, on the final Distribution Date, in
proportion to their respective Percentage Interests, with respect
to Certificateholders of the same Class, an amount equal to (i)
as to each Class of Regular Certificates, the Certificate Balance
thereof plus (a) accrued interest thereon (or on their Notional
Amount, if applicable) in the case of an interest bearing
Certificate and (b) any Class PO Deferred Amounts in the case of
the Class PO Certificates, and (ii) as to the Residual Certifi-
cates, the amount, if any, which remains on deposit in the
Distribution Account (other than the amounts retained to meet
claims) after application pursuant to clause (i) above.
In the event that any affected Certificateholders shall
not surrender Certificates for cancellation within six months
after the date specified in the above mentioned written notice,
the Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancella-
tion and receive the final distribution with respect thereto. If
within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation,
the Trustee may take appropriate steps, or may appoint an agent
to take appropriate steps, to contact the remaining Certificate-
holders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which
remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered
for cancellation, the Class A-R Certificateholders shall be
entitled to all unclaimed funds and other assets of the Trust
Fund which remain subject hereto.
SECTION 9.03. Additional Termination Requirements.
___________________________________
(a) In the event the Master Servicer exercises its
purchase option as provided in Section 9.01, the Trust Fund shall
be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an
Opinion of Counsel, at the expense of the Master Servicer, to the
effect that the failure to comply with the requirements of this
Section 9.03 will not (i) result in the imposition of taxes on
"prohibited transactions" on any REMIC as defined in section 860F
of the Code, or (ii) cause any REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding:
(1) Within 90 days prior to the final Distribu-
tion Date set forth in the notice given by the Master
Servicer under Section 9.02, the Master Servicer shall
prepare and the Trustee, at the expense of the "tax matters
person," shall adopt a plan of complete liquidation within
the meaning of section 860F(a)(4) of the Code which, as
evidenced by an Opinion of Counsel (which opinion shall not
be an expense of the Trustee or the Tax Matters Person),
meets the requirements of a qualified liquidation; and
(2) Within 90 days after the time of adoption of
such a plan of complete liquidation, the Trustee shall sell
all of the assets of the Trust Fund to the Master Servicer
for cash in accordance with Section 9.01.
(b) The Trustee as agent for any REMIC hereby agrees
to adopt and sign such a plan of complete liquidation upon the
written request of the Master Servicer, and the receipt of the
Opinion of Counsel referred to in Section 9.03(a)(1) and to take
such other action in connection therewith as may be reasonably
requested by the Master Servicer.
(c) By their acceptance of the Certificates, the
Holders thereof hereby authorize the Master Servicer to prepare
and the Trustee to adopt and sign a plan of complete liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. Amendment.
_________
This Agreement may be amended from time to time by the
Depositor, the Master Servicer and the Trustee without the
consent of any of the Certificateholders to cure any ambiguity,
or to correct or supplement any provisions herein, or to make
such other provisions with respect to matters or questions
arising under this Agreement as shall not be inconsistent with
any other provisions herein; provided that such action shall not,
________
as evidenced by an Opinion of Counsel (which Opinion of Counsel
shall not be an expense of the Trustee or the Trust Fund),
adversely affect in any material respect the interests of any
Certificateholder; provided, however, that the amendment shall
________ _______
not be deemed to adversely affect in any material respect the
interests of the Certificateholders if the Person requesting the
amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal
of the respective ratings then assigned to the Certificates,
without regard to the guaranty provided by the Policies; it being
understood and agreed that any such letter in and of itself will
not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the
credit issues affecting any such rating. The Trustee, the
Depositor and the Master Servicer also may at any time and from
time to time amend this Agreement without the consent of the
Certificateholders to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or helpful to
maintain the qualification of any REMIC as a REMIC under the Code
or to avoid or minimize the risk of the imposition of any tax on
any REMIC pursuant to the Code that would be a claim at any time
prior to the final redemption of the Certificates, provided that
the Trustee has been provided an Opinion of Counsel, which
opinion shall be an expense of the party requesting such opinion
but in any case shall not be an expense of the Trustee or the
Trust Fund, to the effect that such action is necessary or
helpful to maintain such qualification or to avoid or minimize
the risk of the imposition of such a tax.
This Agreement may also be amended from time to time by
the Depositor, the Master Servicer and the Trustee with the
consent of the Holders of a Majority in Interest of each Class of
Certificates affected thereby for the purpose of adding any pro-
visions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided, however, that no
________ _______
such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certif-
icate, (ii) adversely affect in any material respect the
interests of the Holders of any Class of Certificates in a manner
other than as described in (i), without the consent of the
Holders of Certificates of such Class evidencing, as to such
Class, Percentage Interests aggregating 66% or (iii) reduce the
aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of
the Holders of all such Certificates then outstanding.
Notwithstanding any contrary provision of this Agree-
ment, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel, which opinion shall not be an expense of the Trustee or
the Trust Fund, to the effect that such amendment will not cause
the imposition of any tax on any REMIC or the Certificateholders
or cause any REMIC to fail to qualify as a REMIC at any time that
any Certificates are outstanding.
Promptly after the execution of any amendment to this
Agreement requiring the consent of Certificateholders, the
Trustee shall furnish written notification of the substance or a
copy of such amendment to each Certificateholder and each Rating
Agency.
It shall not be necessary for the consent of Certifi-
cateholders under this Section to approve the particular form of
any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of
the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
Nothing in this Agreement shall require the Trustee to
enter into an amendment without receiving an Opinion of Counsel
(which Opinion shall not be an expense of the Trustee or the
Trust Fund, satisfactory to the Trustee that (i) such amendment
is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with;
and (ii) either (A) the amendment does not adversely affect in
any material respect the interests of any Certificateholder or
(B) the conclusion set forth in the immediately preceding clause
(A) is not required to be reached pursuant to this Section 10.01.
SECTION 10.02. Recordation of Agreement; Counterparts.
______________________________________
This Agreement is subject to recordation in all appro-
priate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of
the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such
recordation to be effected by the Master Servicer at its expense,
but only upon direction by the Trustee accompanied by an Opinion
of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agree-
ment may be executed simultaneously in any number of counter-
parts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
SECTION 10.03. Governing Law.
_____________
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF
NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 10.04. Intention of Parties.
____________________
It is the express intent of the parties hereto that the
conveyance of the Trust Fund by the Depositor to the Trustee be,
and be construed as, an absolute sale thereof to the Trustee. It
is, further, not the intention of the parties that such convey-
ance be deemed a pledge thereof by the Depositor to the Trustee.
However, in the event that, notwithstanding the intent of the
parties, such assets are held to be the property of the
Depositor, or if for any other reason this Agreement is held or
deemed to create a security interest in such assets, then (i)
this Agreement shall be deemed to be a security agreement within
the meaning of the Uniform Commercial Code of the State of New
York and (ii) the conveyance provided for in this Agreement shall
be deemed to be an assignment and a grant by the Depositor to the
Trustee, for the benefit of the Certificateholders, of a security
interest in all of the assets that constitute the Trust Fund,
whether now owned or hereafter acquired.
The Depositor for the benefit of the Certificateholders
shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the Trust Fund, such
security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be main-
tained as such throughout the term of the Agreement. The
Depositor shall arrange for filing any Uniform Commercial Code
continuation statements in connection with any security interest
granted or assigned to the Trustee for the benefit of the Certif-
icateholder.
SECTION 10.05. Notices.
_______
(a) The Trustee shall use its best efforts to promptly
provide notice to each Rating Agency with respect to each of the
following of which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not
been cured;
3. The resignation or termination of the Master
Servicer or the Trustee and the appointment of any successor;
4. The repurchase or substitution of Mortgage Loans
pursuant to Section 2.03; and
5. The final payment to Certificateholders.
In addition, the Trustee shall promptly furnish to each
Rating Agency copies of the following:
1. Each report to Certificateholders described in
Section 4.04;
2. Each annual statement as to compliance described in
Section 3.16;
3. Each annual independent public accountants' servic-
ing report described in Section 3.17; and
4. Any notice of a purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03 or 3.11.
(b) All directions, demands and notices hereunder
shall be in writing and shall be deemed to have been duly given
when delivered to (a) in the case of the Depositor, CWMBS, Inc.,
155 North Lake Avenue, Pasadena, California 91101, Attention:
David A. Spector, (b) in the case of the Master Servicer,
Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas,
California 91302, Attention: Kevin W. Bartlett or such other
address as may be hereafter furnished to the Depositor and the
Trustee by the Master Servicer in writing, (c) in the case of the
Trustee, The Bank of New York, 101 Barclay Street, 12E, New York,
New York 10286, Attention: Mortgage-Backed Securities Group
Series 1997-8, or such other address as the Trustee may hereafter
furnish to the Depositor or Master Servicer and (d) in the case
of the Rating Agencies, the address specified therefor in the
definition corresponding to the name of such Rating Agency.
Notices to Certificateholders shall be deemed given when mailed,
first class postage prepaid, to their respective addresses
appearing in the Certificate Register.
SECTION 10.06. Severability of Provisions.
__________________________
If any one or more of the covenants, agreements, pro-
visions or terms of this Agreement shall be for any reason what-
soever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the
Holders thereof.
SECTION 10.07. Assignment.
__________
Notwithstanding anything to the contrary contained
herein, except as provided in Section 6.02, this Agreement may
not be assigned by the Master Servicer without the prior written
consent of the Trustee and Depositor.
SECTION 10.08. Limitation on Rights of Certificate-
____________________________________
holders.
_______
The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the trust created
hereby, nor entitle such Certificateholder's legal representative
or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the
trust created hereby, or otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote
(except as provided herein) or in any manner otherwise control
the operation and management of the Trust Fund, or the obliga-
tions of the parties hereto, nor shall anything herein set forth
or contained in the terms of the Certificates be construed so as
to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificate-
holder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any
provision hereof.
No Certificateholder shall have any right by virtue or
by availing itself of any provisions of this Agreement to insti-
tute any suit, action or proceeding in equity or at law upon or
under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of an
Event of Default and of the continuance thereof, as herein pro-
vided, and unless the Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates shall
also have made written request to the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses, and liabilities to
be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity
shall have neglected or refused to institute any such action,
suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of
this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of the Certificates, or to obtain or seek to
obtain priority over or preference to any other such Holder or to
enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of all Certificate-
holders. For the protection and enforcement of the provisions of
this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either
at law or in equity.
SECTION 10.09. Inspection and Audit Rights.
___________________________
The Master Servicer agrees that, on reasonable prior
notice, it will permit and will cause each Subservicer to permit
any representative of the Depositor or the Trustee during the
Master Servicer's normal business hours, to examine all the books
of account, records, reports and other papers of the Master
Servicer relating to the Mortgage Loans, to make copies and
extracts therefrom, to cause such books to be audited by inde-
pendent certified public accountants selected by the Depositor or
the Trustee and to discuss its affairs, finances and accounts
relating to the Mortgage Loans with its officers, employees and
independent public accountants (and by this provision the Master
Servicer hereby authorizes said accountants to discuss with such
representative such affairs, finances and accounts), all at such
reasonable times and as often as may be reasonably requested.
Any out-of-pocket expense incident to the exercise by the
Depositor or the Trustee of any right under this Section 10.09
shall be borne by the party requesting such inspection; all other
such expenses shall be borne by the Master Servicer or the
related Subservicer.
SECTION 10.10. Certificates Nonassessable and Fully
____________________________________
Paid.
____
It is the intention of the Depositor that Certificate-
holders shall not be personally liable for obligations of the
Trust Fund, that the interests in the Trust Fund represented by
the Certificates shall be nonassessable for any reason whatso-
ever, and that the Certificates, upon due authentication thereof
by the Trustee pursuant to this Agreement, are and shall be
deemed fully paid.
* * * * * *
IN WITNESS WHEREOF, the Depositor, the Trustee, the
Seller and the Master Servicer have caused their names to be
signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
CWMBS, INC.
as Depositor
By:
________________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By:
________________________________
Name:
Title:
COUNTRYWIDE HOME LOANS, INC.,
as Seller and Master Servicer
By:
________________________________
Name:
Title:
SCHEDULE I
Mortgage Loan Schedule
[Delivered at Closing to Trustee]
SCHEDULE II
CWMBS, Inc.
Mortgage Pass-Through Certificates
Series 1997-8
Representations and Warranties of the Seller/Master Servicer
____________________________________________________________
Countrywide Home Loans, Inc. ("Countrywide") hereby
makes the representations and warranties set forth in this
Schedule II to the Depositor and the Trustee, as of the Closing
Date, or if so specified herein, as of the Cut-off Date.
Capitalized terms used but not otherwise defined in this Schedule
II shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement")
relating to the above-referenced Series, among Countrywide, as
seller and master servicer, CWMBS, Inc., as depositor, and The
Bank of New York, as trustee.
(1) Countrywide is duly organized as a New York
corporation and is validly existing and in good standing
under the laws of the State of New York and is duly autho-
rized and qualified to transact any and all business contem-
plated by the Pooling and Servicing Agreement to be conduct-
ed by Countrywide in any state in which a Mortgaged Property
is located or is otherwise not required under applicable law
to effect such qualification and, in any event, is in
compliance with the doing business laws of any such state,
to the extent necessary to ensure its ability to enforce
each Mortgage Loan, to service the Mortgage Loans in accor-
dance with the terms of the Pooling and Servicing Agreement
and to perform any of its other obligations under the Pool-
ing and Servicing Agreement in accordance with the terms
thereof.
(2) Countrywide has the full corporate power and
authority to sell and service each Mortgage Loan, and to
execute, deliver and perform, and to enter into and
consummate the transactions contemplated by the Pooling and
Servicing Agreement and has duly authorized by all necessary
corporate action on the part of Countrywide the execution,
delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming
the due authorization, execution and delivery thereof by the
other parties thereto, constitutes a legal, valid and
binding obligation of Countrywide, enforceable against
Countrywide in accordance with its terms, except that (a)
the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally and (b) the remedy
of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and
Servicing Agreement by Countrywide, the sale and servicing
of the Mortgage Loans by Countrywide under the Pooling and
Servicing Agreement, the consummation of any other of the
transactions contemplated by the Pooling and Servicing
Agreement, and the fulfillment of or compliance with the
terms thereof are in the ordinary course of business of
Countrywide and will not (A) result in a material breach of
any term or provision of the charter or by-laws of Country-
wide or (B) materially conflict with, result in a material
breach, violation or acceleration of, or result in a
material default under, the terms of any other material
agreement or instrument to which Countrywide is a party or
by which it may be bound, or (C) constitute a material
violation of any statute, order or regulation applicable to
Countrywide of any court, regulatory body, administrative
agency or governmental body having jurisdiction over
Countrywide; and Countrywide is not in breach or violation
of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regu-
lation of any court, regulatory body, administrative agency
or governmental body having jurisdiction over it which
breach or violation may materially impair Countrywide's
ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) Countrywide is an approved servicer of
conventional mortgage loans for FNMA or FHLMC and is a
mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National
Housing Act.
(5) No litigation is pending or, to the best of
Countrywide's knowledge, threatened, against Countrywide
that would materially and adversely affect the execution,
delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Countrywide to sell or service
the Mortgage Loans or to perform any of its other
obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(6) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the execution, delivery and performance by Countrywide of,
or compliance by Countrywide with, the Pooling and Servicing
Agreement or the consummation of the transactions contem-
plated thereby, or if any such consent, approval, authoriza-
tion or order is required, Countrywide has obtained the
same.
(7) Countrywide intends to treat the transfer of
the Mortgage Loans to the Depositor as a sale of the
Mortgage Loans for all tax, accounting and regulatory
purposes.
SCHEDULE III
CWMBS, Inc.
Mortgage Pass-Through Certificates
Series 1997-8
Representations and Warranties as to the Mortgage Loans
_______________________________________________________
Countrywide Home Loans, Inc. ("Countrywide") hereby
makes the representations and warranties set forth in this
Schedule III to the Depositor and the Trustee, as of the Closing
Date, or if so specified herein, as of the Cut-off Date.
Capitalized terms used but not otherwise defined in this Schedule
III shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement")
relating to the above-referenced Series, among Countrywide, as
seller and master servicer, CWMBS, Inc., as depositor, and The
Bank of New York, as trustee.
(1) The information set forth on Schedule I to
the Pooling and Servicing Agreement with respect to each
Mortgage Loan is true and correct in all material respects
as of the Closing Date.
(2) As of the Closing Date, all payments due with
respect to each Mortgage Loan prior to the Cut-off Date have
been made; and as of the Cut-off Date, no Mortgage Loan has
been contractually delinquent for 30 or more days during the
twelve months prior to the Cut-off Date.
(3) No Mortgage Loan had a Loan-to-Value Ratio at
origination in excess of 95%.
(4) Each Mortgage is a valid and enforceable
first lien on the Mortgaged Property subject only to (a) the
lien of non delinquent current real property taxes and
assessments, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record
as of the date of recording of such Mortgage, such
exceptions appearing of record being acceptable to mortgage
lending institutions generally or specifically reflected in
the appraisal made in connection with the origination of the
related Mortgage Loan, and (c) other matters to which like
properties are commonly subject which do not materially
interfere with the benefits of the security intended to be
provided by such Mortgage.
(5) Immediately prior to the assignment of the
Mortgage Loans to the Depositor, the Seller had good title
to, and was the sole owner of, each Mortgage Loan free and
clear of any pledge, lien, encumbrance or security interest
and had full right and authority, subject to no interest or
participation of, or agreement with, any other party, to
sell and assign the same pursuant to the Pooling and
Servicing Agreement.
(6) There is no delinquent tax or assessment lien
against any Mortgaged Property.
(7) There is no valid offset, defense or counter-
claim to any Mortgage Note or Mortgage, including the
obligation of the Mortgagor to pay the unpaid principal of
or interest on such Mortgage Note.
(8) There are no mechanics' liens or claims for
work, labor or material affecting any Mortgaged Property
which are or may be a lien prior to, or equal with, the lien
of such Mortgage, except those which are insured against by
the title insurance policy referred to in item (12) below.
(9) To the best of the Seller's knowledge, each
Mortgaged Property is free of material damage and in good
repair.
(10) Each Mortgage Loan at origination complied
in all material respects with applicable state and federal
laws, including, without limitation, usury, equal credit
opportunity, real estate settlement procedures, truth-in-
lending and disclosure laws, and consummation of the trans-
actions contemplated hereby will not involve the violation
of any such laws.
(11) As of the Closing Date, neither the Seller
nor any prior holder of any Mortgage has modified the Mort-
gage in any material respect (except that a Mortgage Loan
may have been modified by a written instrument which has
been recorded or submitted for recordation, if necessary, to
protect the interests of the Certificateholders and the
original or a copy of which has been delivered to the
Trustee); satisfied, cancelled or subordinated such Mortgage
in whole or in part; released the related Mortgaged Property
in whole or in part from the lien of such Mortgage; or
executed any instrument of release, cancellation, modifica-
tion or satisfaction with respect thereto.
(12) A lender's policy of title insurance
together with a condominium endorsement and extended
coverage endorsement, if applicable, in an amount at least
equal to the Cut-off Date Stated Principal Balance of each
such Mortgage Loan or a commitment (binder) to issue the
same was effective on the date of the origination of each
Mortgage Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title
insurer qualified to do business in the jurisdiction where
the Mortgaged Property is located and acceptable to FNMA or
FHLMC and is in a form acceptable to FNMA or FHLMC, which
policy insures the Seller and successor owners of indebted-
ness secured by the insured Mortgage, as to the first
priority lien of the Mortgage subject to the exceptions set
forth in paragraph (4) above; to the best of the Seller's
knowledge, no claims have been made under such mortgage
title insurance policy and no prior holder of the related
Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such
mortgage title insurance policy.
(13) Each Mortgage Loan was originated (within
the meaning of Section 3(a) (41) of the Securities Exchange
Act of 1934, as amended) by an entity that satisfied at the
time of origination the requirements of Section 3(a)(41) of
the Securities Exchange Act of 1934, as amended.
(14) To the best of the Seller's knowledge, all
of the improvements which were included for the purpose of
determining the Appraised Value of the Mortgaged Property
lie wholly within the boundaries and building restriction
lines of such property, and no improvements on adjoining
properties encroach upon the Mortgaged Property.
(15) To the best of the Seller's knowledge, no
improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or
regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made
or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certifi-
cates of occupancy and fire underwriting certificates, have
been made or obtained from the appropriate authorities,
unless the lack thereof would not have a material adverse
effect on the value of such Mortgaged Property, and the
Mortgaged Property is lawfully occupied under applicable
law.
(16) The Mortgage Note and the related Mortgage
are genuine, and each is the legal, valid and binding
obligation of the maker thereof, enforceable in accordance
with its terms and under applicable law. To the best of the
Seller's knowledge, all parties to the Mortgage Note and the
Mortgage had legal capacity to execute the Mortgage Note and
the Mortgage and each Mortgage Note and Mortgage have been
duly and properly executed by such parties.
(17) The proceeds of the Mortgage Loan have been
fully disbursed, there is no requirement for future advances
thereunder and any and all requirements as to completion of
any on-site or off-site improvements and as to disbursements
of any escrow funds therefor have been complied with. All
costs, fees and expenses incurred in making, or closing or
recording the Mortgage Loans were paid.
(18) The related Mortgage contains customary and
enforceable provisions which render the rights and remedies
of the holder thereof adequate for the realization against
the Mortgaged Property of the benefits of the security,
including, (i) in the case of a Mortgage designated as a
deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure.
(19) With respect to each Mortgage constituting a
deed of trust, a trustee, duly qualified under applicable
law to serve as such, has been properly designated and
currently so serves and is named in such Mortgage, and no
fees or expenses are or will become payable by the Certifi-
cateholders to the trustee under the deed of trust, except
in connection with a trustee's sale after default by the
Mortgagor.
(20) Each Mortgage Note and each Mortgage is in
substantially one of the forms acceptable to FNMA or FHLMC,
with such riders as have been acceptable to FNMA or FHLMC,
as the case may be.
(21) There exist no deficiencies with respect to
escrow deposits and payments, if such are required, for
which customary arrangements for repayment thereof have not
been made, and no escrow deposits or payments of other
charges or payments due the Seller have been capitalized
under the Mortgage or the related Mortgage Note.
(22) The origination, underwriting and collection
practices used by the Seller with respect to each Mortgage
Loan have been in all respects legal, prudent and customary
in the mortgage lending and servicing business.
(23) There is no pledged account or other
security other than real estate securing the Mortgagor's
obligations.
(24) No Mortgage Loan has a shared appreciation
feature, or other contingent interest feature.
(25) Each Mortgage Loan contains a customary "due
on sale" clause.
(26) None of the Mortgage Loans provides for a
prepayment penalty.
(27) Each Mortgage Loan which had a Loan-to-Value
Ratio at origination in excess of 80% is the subject of a
Primary Insurance Policy that insures that portion of the
principal balance equal to a specified percentage times the
sum of the remaining principal balance of the related
Mortgage Loan, the accrued interest on such remaining
principal balance and the related foreclosure expenses. The
specified percentage is either 12% for Loan-to-Value Ratios
between 80.01% and 85.00%, 25% for Loan-to-Value Ratios
between 85.01% and 90.00% or 30% for Loan-to-Value Ratios
between 90.01% and 95.00%. Each such Primary Insurance
Policy is issued by a Qualified Insurer. All provisions of
any such Primary Insurance Policy have been and are being
complied with, any such policy is in full force and effect,
and all premiums due thereunder have been paid. Any Mort-
gage subject to any such Primary Insurance Policy obligates
either the Mortgagor or the mortgagee thereunder to maintain
such insurance and to pay all premiums and charges in
connection therewith, subject, in each case, to the
provisions of Sections 3.09(c) of the Pooling and Servicing
Agreement. The Mortgage Rate for each Mortgage Loan is net
of any such insurance premium.
(28) At the Cut-off Date, the improvements upon
each Mortgaged Property are covered by a valid and existing
hazard insurance policy with a generally acceptable carrier
that provides for fire and extended coverage and coverage
for such other hazards as are customary in the area where
the Mortgaged Property is located in an amount which is at
least equal to the lesser of (i) the maximum insurable value
of the improvements securing such Mortgage Loan or (ii) the
greater of (a) the outstanding principal balance of the
Mortgage Loan and (b) an amount such that the proceeds of
such policy shall be sufficient to prevent the Mortgagor
and/or the mortgagee from becoming a co-insurer. If the
Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the
condominium unit. All such individual insurance policies
and all flood policies referred to in item (29) below
contain a standard mortgagee clause naming the Seller or the
original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any
premiums due and payable thereon have not been paid; the
Mortgage obligates the Mortgagor thereunder to maintain all
such insurance including flood insurance at the Mortgagor's
cost and expense, and upon the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain
such insurance at the Mortgagor's cost and expense and to
seek reimbursement therefor from the Mortgagor.
(29) If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, a flood
insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration is
in effect with respect to such Mortgaged Property with a
generally acceptable carrier in an amount representing
coverage not less than the least of (A) the original
outstanding principal balance of the Mortgage Loan, (B) the
minimum amount required to compensate for damage or loss on
a replacement cost basis, or (C) the maximum amount of
insurance that is available under the Flood Disaster
Protection Act of 1973, as amended.
(30) To the best of the Seller's knowledge, there
is no proceeding occurring, pending or threatened for the
total or partial condemnation of the Mortgaged Property.
(31) There is no material monetary default
existing under any Mortgage or the related Mortgage Note
and, to the best of the Seller's knowledge, there is no
material event which, with the passage of time or with
notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of
acceleration under the Mortgage or the related Mortgage
Note; and the Seller has not waived any default, breach,
violation or event of acceleration.
(32) Each Mortgaged Property is improved by a one-
to four-family residential dwelling including condominium
units and dwelling units in PUDs, which, to the best of
Seller's knowledge, does not include cooperatives or mobile
homes and does not constitute other than real property under
state law.
(33) Each Mortgage Loan is being serviced by the
Master Servicer.
(34) Any future advances made prior to the Cut-
off Date have been consolidated with the outstanding
principal amount secured by the Mortgage, and the secured
principal amount, as consolidated, bears a single interest
rate and single repayment term reflected on the Mortgage
Loan Schedule. The consolidated principal amount does not
exceed the original principal amount of the Mortgage Loan.
The Mortgage Note does not permit or obligate the Master
Servicer to make future advances to the Mortgagor at the
option of the Mortgagor.
(35) All taxes, governmental assessments, insur-
ance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and
owing have been paid, or an escrow of funds has been estab-
lished in an amount sufficient to pay for every such item
which remains unpaid and which has been assessed, but is not
yet due and payable. Except for (A) payments in the nature
of escrow payments, and (B) interest accruing from the date
of the Mortgage Note or date of disbursement of the Mortgage
proceeds, whichever is later, to the day which precedes by
one month the Due Date of the first installment of principal
and interest, including without limitation, taxes and
insurance payments, the Master Servicer has not advanced
funds, or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor,
directly or indirectly, for the payment of any amount
required by the Mortgage.
(36) Each Mortgage Loan was underwritten in all
material respects in accordance with the Seller's
underwriting guidelines as set forth in the Prospectus
Supplement.
(37) Other than with respect to any Streamlined
Documentation Mortgage Loan as to which the loan-to-value
ratio of the related Original Mortgage Loan was less than
75% (or 70% with respect to Mortgage Loans secured by
Mortgaged Properties located in California) at the time of
the origination of such Original Mortgage Loan, prior to the
approval of the Mortgage Loan application, an appraisal of
the related Mortgaged Property was obtained from a qualified
appraiser, duly appointed by the originator, who had no
interest, direct or indirect, in the Mortgaged Property or
in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval
of the Mortgage Loan; such appraisal is in a form acceptable
to FNMA and FHLMC.
(38) None of the Mortgage Loans is a graduated
payment mortgage loan or a growing equity mortgage loan, and
no more than one of the Mortgage Loans is subject to a
buydown or similar arrangement.
(39) Any leasehold estate securing a Mortgage
Loan has a term of not less than five years in excess of the
term of the related Mortgage Loan.
(40) The Mortgage Loans were selected from among
the outstanding fixed-rate one- to four-family mortgage
loans in Countrywide's portfolio at the Closing Date as to
which the representations and warranties made as to the
Mortgage Loans set forth in this Schedule III can be made.
Such selection was not made in a manner that would adversely
affect the interests of Certificateholders.
(41) Except for 160 Mortgage Loans, each Mortgage
Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(42) With respect to any Mortgage Loan as to
which an affidavit has been delivered to the Trustee
certifying that the original Mortgage Note is a Lost
Mortgage Note, if such Mortgage Loan is subsequently in
default, the enforcement of such Mortgage Loan or of the
related Mortgage by or on behalf of the Trustee will not be
materially adversely affected by the absence of the original
Mortgage Note. A "Lost Mortgage Note" is a Mortgage Note
the original of which was permanently lost or destroyed and
has not been replaced.
(43) The Mortgage Loans, individually and in the
aggregate, conform in all material respects to the descrip-
tions thereof in the Prospectus Supplement.
SCHEDULE IV
PRINCIPAL BALANCE SCHEDULES
SCHEDULE V
Form of Monthly Master Servicer Report
<TABLE>
<CAPTION>
LOAN LEVEL REPORTING SYSTEM
DATABASE STRUCTURE
(MONTH, YEAR)
Field Number Field Name Field Type Field
Width Dec
<S> <C> <C> <C> <C>
1 INVNUM Numeric 4
2 INVBLK Numeric 4
3 INACNU Character 8
4 BEGSCH Numeric 15 2
5 SCHPRN Numeric 13 2
6 TADPRN Numeric 11 2
7 LIQEPB Numeric 11 2
8 ACTCOD Numeric 11
9 ACTDAT Numeric 4
10 INTPMT Numeric 8
11 PRNPMT Numeric 13 2
12 ENDSCH Numeric 13 2
13 SCHNOT Numeric 13 2
14 SCHPAS Numeric 7 3
15 PRINPT Numeric 7 3
16 PRIBAL Numeric 11 2
17 LPIDTE Numeric 13 2
18 DELPRN Numeric 7
19 PPDPRN Numeric 11 2
20 DELPRN Numeric 11 2
21 NXTCHG Numeric 8
22 ARMNOT Numeric 7 3
23 ARMPAS Numeric 7 3
24 ARMPMT Numeric 11 2
25 ZZTYPE Character 2
26 ISSUID Character 1
27 KEYNAME Character 8
TOTAL 240
Suggested Format: DBASE file
Modem transmission
</TABLE>
<TABLE>
<CAPTION>
COUNTRYWIDE HOME LOANS, INC.
LOAN LEVEL REPORTING SYSTEM
INVESTOR NUMBER: CUTOFF: (DATE)
<C> <C>
</TABLE>
GENERAL INFORMATION
Inv.# Bik.# CFC# Investor#
Loan Count:
<TABLE>
<CAPTION>
CURRENT MONTH SCHEDULED INFORMATION
Beg. Total End Pass-
Balance Principal Curtailment Payoff amt. A/Code A/Date Interest Principal Balance Note thru P&I
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total
Remittance
</TABLE>
TRIAL BALANCE INFORMATION
UPS LPI Del Prin. PPD Prin.
ARM LOANS ONLY
Next Chg. Note Pass-thru P&I
EXHIBIT A
(FORM OF SENIOR CERTIFICATE)
(UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.)
(SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").)
Certificate No. :
Cut-off Date :
First Distribution Date :
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates of
this Class : $
CUSIP :
CWMBS, INC.
Mortgage Pass-Through Certificates, Series 199 -
- ---
Class ( )
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of a pool of conventional mortgage
loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties
CWMBS, Inc., as Depositor
Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate
Balance at any time may be less than the Certificate Balance as
set forth herein. This Certificate does not evidence an obliga-
tion of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer or the Trustee
referred to below or any of their respective affiliates. Neither
this Certificate nor the Mortgage Loans are guaranteed or insured
by any governmental agency or instrumentality.
This certifies that is the
________________________________
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this
Certificate by the aggregate Initial Certificate Balances of all
Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund
consisting primarily of the Mortgage Loans deposited by CWMBS,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor,
Countrywide Home Loans, Inc., as seller (in such capacity, the
"Seller") and as master servicer (in such capacity, the "Master
Servicer"), and The Bank of New York, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.
Dated: ____________, 19__
THE BANK OF NEW YORK,
as Trustee
By ______________________
Countersigned:
By ___________________________
Authorized Signatory of
THE BANK OF NEW YORK,
as Trustee
EXHIBIT B
[FORM OF SUBORDINATED CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESEN-
TATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHO-
RIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CON-
DUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID") RULES UNDER THE CODE TO THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS , 199 . THE INITIAL PER ANNUM
___________ _
RATE OF INTEREST ON THIS CERTIFICATE IS %. ASSUMING THAT THE
____
MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF %
____
PER ANNUM (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS
BEEN ISSUED WITH $ OF OID PER $1,000 OF THE ORIGINAL
___________
PRINCIPAL AMOUNT OF THIS CERTIFICATE; THE ANNUAL YIELD TO
MATURITY OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE
ACCRUAL OF OID IS APPROXIMATELY % (COMPOUNDED MONTHLY);
__________
THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS
$ PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS
______
CERTIFICATE COMPUTED USING THE MONTHLY YIELD AND DAILY
COMPOUNDING DURING THE SHORT ACCRUAL PERIOD. NO REPRESENTATION
IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE. THE ACTUAL YIELD
TO MATURITY MAY DIFFER FROM THAT SET FORTH ABOVE, AND THE ACCRUAL
OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION 1272(a)(6) OF
THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING
ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE
THE PREPAYMENT ASSUMPTION REFERRED TO IN SECTION
1272(a)(6)(B)(iii) OF THE CODE.]
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF
THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY
ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF
THE AGREEMENT REFERRED TO HEREIN.]
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANS-
FERRED UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A
PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR DELIVERS TO THE
TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
OF THE AGREEMENT REFERRED TO HEREIN. [SUCH REPRESENTATION SHALL
BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S
ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL
OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS
CLASS.] NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN,
ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.
Certificate No. :
Cut-off Date :
First Distribution Date :
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates of
this Class : $
CWMBS, INC.
Mortgage Pass-Through Certificates, Series 199 -
_ ___
Class [ ]
evidencing a percentage interest in the distributions
allocable to the Certificates of the above-referenced
Class with respect to a Trust Fund consisting primarily
of a pool of conventional loans (the "Mortgage Loans")
secured by first liens on one- to four-family
residential properties
CWMBS, Inc., as Depositor
Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate
Balance at any time may be less than the Certificate Balance as
set forth herein. This Certificate does not evidence an obliga-
tion of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer or the Trustee
referred to below or any of their respective affiliates. Neither
this Certificate nor the Mortgage Loans are guaranteed or insured
by any governmental agency or instrumentality.
This certifies that is the
_________________________________
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this
Certificate by the aggregate Initial Certificate Balances of all
Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund
consisting primarily of the Mortgage Loans deposited by CWMBS,
Inc. (the "Depositor"). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor,
Countrywide Home Loans, Inc., as seller (in such capacity, the
"Seller") and as master servicer (in such capacity, the "Master
Servicer"), and The Bank of New York, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
[No transfer of a Certificate of this Class shall be made
unless such transfer is made pursuant to an effective registra-
tion statement under the Securities Act and any applicable state
securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to
be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act
and such laws, the Certificateholder desiring to effect such
transfer and such Certificateholder's prospective transferee
shall each certify to the Trustee in writing the facts surround-
ing the transfer. In the event that such a transfer is to be
made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered
(except in the case of a transfer pursuant to Rule 144A of the
Securities Act) to the Trustee an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities
Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Seller,
the Master Servicer or the Depositor. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indem-
nify the Trustee and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accor-
dance with such federal and state laws.]
No transfer of a Certificate of this Class shall be made
unless the Trustee shall have received either (i) a representa-
tion [letter] from the transferee of such Certificate, acceptable
to and in form and substance satisfactory to the Trustee, to the
effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, nor
a person acting on behalf of any such plan, which representation
letter shall not be an expense of the Trustee or the Master
Servicer, (ii) if the purchaser is an insurance company, a
representation that the purchaser is an insurance company which
is purchasing such Certificates with funds contained in an
"insurance company general account" (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60
("PTCE 95-60")) and that the purchase and holding of such
Certificates are covered under PTCE 95-60, or (iii) in the case
of any such Certificate presented for registration in the name of
an employee benefit plan subject to ERISA or Section 4975 of the
Code (or comparable provisions of any subsequent enactments), or
a trustee of any such plan or any other person acting on behalf
of any such plan, an Opinion of Counsel satisfactory to the
Trustee and the Master Servicer to the effect that the purchase
or holding of such Certificate will not result in the assets of
the Trust Fund being deemed to be "plan assets" and subject to
the prohibited transaction provisions of ERISA and the Code and
will not subject the Trustee to any obligation in addition to
those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or the Master Servicer. [Such
representation shall be deemed to have been made to the Trustee
by the Transferee's acceptance of a Certificate of this Class and
by a beneficial owner's acceptance of its interest in a
Certificate of this Class.] Notwithstanding anything else to the
contrary herein, any purported transfer of a Certificate of this
Class to or on behalf of an employee benefit plan subject to
ERISA or to the Code without the opinion of counsel satisfactory
to the Trustee as described above shall be void and of no effect.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further pro-
visions shall for all purposes have the same effect as if set
forth at this place.
This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.
Dated: ____________, 19__
THE BANK OF NEW YORK,
as Trustee
By ______________________
Countersigned:
By ___________________________
Authorized Signatory of
THE BANK OF NEW YORK,
as Trustee
EXHIBIT C
[FORM OF RESIDUAL CERTIFICATE]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANS-
FERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A
TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN.
[THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON RESIDUAL
INTEREST" ISSUED UNDER THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT
IN CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF THE DUTIES
OF THE SERVICER UNDER SUCH AGREEMENT.]
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANS-
FERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO
SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.
Certificate No. :
Cut-off Date :
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates of
this Class : $
CUSIP :
CWMBS, INC.
Mortgage Pass-Through Certificates, Series 199 -
_ ___
evidencing the distributions allocable to the Class A-R
Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional loans (the "Mort-
gage Loans") secured by first liens on one- to four-
family residential properties
CWMBS, Inc., as Depositor
Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate
Balance at any time may be less than the Certificate Balance as
set forth herein. This Certificate does not evidence an obliga-
tion of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer or the Trustee
referred to below or any of their respective affiliates. Neither
this Certificate nor the Mortgage Loans are guaranteed or insured
by any governmental agency or instrumentality.
This certifies that is the
________________________________
registered owner of the Percentage Interest (obtained by dividing
the Denomination of this Certificate by the aggregate Initial
Certificate Balances of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting of the Mortgage Loans deposit-
ed by CWMBS, Inc. (the "Depositor"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among the
Depositor, Countrywide Home Loans, Inc., as seller (in such
capacity, the "Seller") and as master servicer (in such capacity,
the "Master Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of
the Trust Fund will be made only upon presentment and surrender
of this Class A-R Certificate at the Corporate Trust Office or
the office or agency maintained by the Trustee in New York, New
York.
No transfer of a Class A-R Certificate shall be made unless
the Trustee shall have received either (i) a representation
letter from the transferee of such Certificate, acceptable to and
in form and substance satisfactory to the Trustee, to the effect
that such transferee is not an employee benefit plan subject to
Section 406 of ERISA or Section 4975 of the Code, nor a person
acting on behalf of any such plan, which representation letter
shall not be an expense of the Trustee or the Master Servicer, or
(ii) in the case of any such Class A-R Certificate presented for
registration in the name of an employee benefit plan subject to
ERISA, or Section 4975 of the Code (or comparable provisions of
any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan, an Opinion of
Counsel satisfactory to the Trustee and the Master Servicer to
the effect that the purchase or holding of such Class A-R Certif-
icate will not result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited trans-
action provisions of ERISA and the Code and will not subject the
Trustee or the Master Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee or the Master Servicer.
Notwithstanding anything else to the contrary herein, any
purported transfer of a Class A-R Certificate to or on behalf of
an employee benefit plan subject to ERISA or to the Code without
the opinion of counsel satisfactory to the Trustee as described
above shall be void and of no effect.
Each Holder of this Class A-R Certificate will be deemed to
have agreed to be bound by the restrictions of the Agreement,
including but not limited to the restrictions that (i) each
person holding or acquiring any Ownership Interest in this Class
A-R Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Class A-R Certificate may be transferred without
delivery to the Trustee of (a) a transfer affidavit of the pro-
posed transferee and (b) a transfer certificate of the transfer-
or, each of such documents to be in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must agree to require a
transfer affidavit and to deliver a transfer certificate to the
Trustee as required pursuant to the Agreement, (iv) each person
holding or acquiring an Ownership Interest in this Class A-R
Certificate must agree not to transfer an Ownership Interest in
this Class A-R Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any at-
tempted or purported transfer of any Ownership Interest in this
Class A-R Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported
transferee.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.
Dated: ____________, 19__
THE BANK OF NEW YORK,
as Trustee
By ______________________
Countersigned:
By ___________________________
Authorized Signatory of
THE BANK OF NEW YORK,
as Trustee
EXHIBIT D
[FORM OF NOTIONAL AMOUNT CERTIFICATE]
[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CON-
DUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").]
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO
ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID") RULES UNDER THE CODE TO THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS , 199 . THE INITIAL PER ANNUM
___________ _
RATE OF INTEREST ON THIS CERTIFICATE IS %. ASSUMING
_________
THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT
OF % PER ANNUM (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE
___
HAS BEEN ISSUED WITH $ OF OID ON THE INITIAL
__________________
POOL STATED PRINCIPAL BALANCE; THE ANNUAL YIELD TO MATURITY OF
THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE ACCRUAL OF OID IS
APPROXIMATELY % (COMPOUNDED MONTHLY); THE AMOUNT OF
____________
OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS $
_____________
ON THE INITIAL POOL STATED PRINCIPAL BALANCE; AND THE METHOD USED
TO CALCULATE THE ANNUAL YIELD TO MATURITY AND THE AMOUNT OF OID
ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS THE EXACT METHOD
AS DEFINED IN PROPOSED TREASURY REGULATIONS. NO REPRESENTATION
IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE. THE ACTUAL YIELD
TO MATURITY MAY DIFFER FROM THAT SET FORTH ABOVE, AND THE ACCRUAL
OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION 1272(a)(6) OF
THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING
ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE
THE PREPAYMENT ASSUMPTION REFERRED TO IN SECTION
1272(a)(6)(B)(iii) OF THE CODE.]
Certificate No. :
Cut-off Date :
First Distribution Date :
Initial Notional Amount
of this Certificate
("Denomination") :
Initial Notional Amount
of all Certificates
of this Class :
CUSIP :
CWMBS, INC.
Mortgage Pass-Through Certificates, Series 199 -
_ ___
Class [ ]
evidencing a percentage interest in the distributions
allocable to the Certificates of the above-referenced
Class with respect to a Trust Fund consisting primarily
of a pool of conventional loans (the "Mortgage Loans")
secured by first liens on one- to four-family
residential properties
CWMBS, Inc., as Depositor
This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller,
the Master Servicer or the Trustee referred to below or any of
their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This certifies that is the
________________________________
registered owner of the Percentage Interest evidenced by this
Certificate specified above in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by CWMBS, Inc. (the "Depositor"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of Cut-off Date specified above (the "Agreement") among the
Depositor, Countrywide Home Loans, Inc., as seller (in such
capacity, the "Seller") and as master servicer (in such capacity,
the "Master Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement
the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.
Dated: ____________, 19__
THE BANK OF NEW YORK,
as Trustee
By ______________________
Countersigned:
By ___________________________
Authorized Signatory of
THE BANK OF NEW YORK,
as Trustee[Reserved]
EXHIBIT E
[Form of Reverse of Certificates]
CWMBS, INC.
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of
Certificates designated as CWMBS, Inc. Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (herein
collectively called the "Certificates"), and representing a bene-
ficial ownership interest in the Trust Fund created by the
Agreement.
The Certificateholder, by its acceptance of this Certifi-
cate, agrees that it will look solely to the funds on deposit in
the Distribution Account for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability
under the Agreement.
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights
and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the
Trustee.
Pursuant to the terms of the Agreement, a distribution will
be made on the 25th day of each month or, if such 25th day is not
a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing on the first Distribution Date
specified on the face hereof, to the Person in whose name this
Certificate is registered at the close of business on the appli-
cable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount
required to be distributed to Holders of Certificates of the
Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the month next
preceding the month of such Distribution Date.
Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the
Holder hereof at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall
satisfy the conditions to receive such form of payment set forth
in the Agreement, or, if not, by check mailed by first class mail
to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate
will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders
of such final distribution.
The Agreement permits, with certain exceptions therein pro-
vided, the amendment thereof and the modification of the rights
and obligations of the Trustee and the rights of the Certificate-
holders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requi-
site Percentage Interest, as provided in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The
Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limita-
tions therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the
Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage
Interest in the Trust Fund will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for
new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Depositor, the Master Servicer, the Seller and the
Trustee and any agent of the Depositor or the Trustee may treat
the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the
Trustee, nor any such agent shall be affected by any notice to
the contrary.
On any Distribution Date on which the Pool Stated Principal
Balance is less than 10% of the aggregate Cut-off Date Principal
Balances of the Mortgage Loans, the Master Servicer will have the
option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mort-
gage Loans at a purchase price determined as provided in the
Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the
Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of
all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed
pursuant to the Agreement. In no event, however, will the trust
created by the Agreement continue beyond the expiration of 21
years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in
the Agreement.
Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein
shall be deemed inconsistent with that meaning.
ASSIGNMENT
__________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
(Please print or typewrite name and address including postal zip
code of assignee)
the Percentage Interest evidenced by the within Certificate and
hereby authorizes the transfer of registration of such Percentage
Interest to assignee on the Certificate Register of the Trust
Fund.
I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
.
________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to
________________________________
,
________________________________________________________________
,
________________________________________________________________
for the account of ,
_____________________________________________
account number , or, if mailed by check, to
______________ ________
.
________________________________________________________________
Applicable statements should be mailed to
________________________
,
________________________________________________________________
.
________________________________________________________________
This information is provided by ,
___________________________
the assignee named above, or ,
___________________________________
as its agent.
STATE OF )
) ss.:
COUNTY OF )
On the day of , 19 before me, a
__ ______________ __
notary public in and for said State, personally appeared
_________
, known to me who, being by me duly sworn,
______________________
did depose and say that he executed the foregoing instrument.
______________________________
Notary Public
[Notarial Seal]
EXHIBIT F
[RESERVED]
EXHIBIT G
FORM OF INITIAL CERTIFICATION OF TRUSTEE
[date]
[Depositor]
[Master Servicer]
[Seller]
_____________________
_____________________
Re: Pooling and Servicing Agreement among
CWMBS, Inc., as Depositor, Countrywide
Home Loans, Inc., as Seller and Master
Servicer, and The Bank of New York, as Trustee,
Mortgage Pass-Through Certificates, Series 199 -
________________________________________________
Gentlemen:
In accordance with Section 2.02 of the above-captioned
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), the undersigned, as Trustee, hereby certifies that,
as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed on the
attached schedule) it has received:
(i) the original Mortgage Note endorsed in the following
form: "Pay to the order of __________, without recourse"; and
(ii) a duly executed assignment of the Mortgage (which may
be included in a blanket assignment or assignments).
Based on its review and examination and only as to the
foregoing documents, such documents appear regular on their face
and related to such Mortgage Loan.
The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review
specifically required in the Pooling and Servicing Agreement.
The Trustee makes no representations as to: (i) the validity,
legality, sufficiency, enforceability or genuineness of any of
the documents contained in each Mortgage File of any of the
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii)
the collectability, insurability, effectiveness or suitability of
any such Mortgage Loan.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
as Trustee
By:
_____________________________
Name:
Title:
EXHIBIT H
FORM OF FINAL CERTIFICATION OF TRUSTEE
[date]
[Depositor]
[Master Servicer]
[Seller]
_____________________
_____________________
Re: Pooling and Servicing Agreement among
CWMBS, Inc., as Depositor, Countrywide
Home Loans, Inc., as Seller and Master
Servicer, and The Bank of New York, as Trustee,
Mortgage Pass-Through Certificates, Series 199 -
__________________________________________________
Gentlemen:
In accordance with Section 2.02 of the above-captioned
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), the undersigned, as Trustee, hereby certifies that
as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed on the
attached Document Exception Report) it has received:
(i) the original Mortgage Note endorsed in the form
provided in Section 2.01(c) of the Pooling and Servicing
Agreement, with all intervening endorsements showing a complete
chain of endorsement from the originator to the Seller.
(ii) The original recorded Mortgage.
(iii) A duly executed assignment of the Mortgage in the
form provided in Section 2.01(c) of the Pooling and Servicing
Agreement, or, if the Depositor has certified or the Trustee
otherwise knows that the related Mortgage has not been returned
from the applicable recording office, a copy of the assignment of
the Mortgage (excluding information to be provided by the
recording office).
(iv) The original or duplicate original recorded
assignment or assignments of the Mortgage showing a complete
chain of assignment from the originator to the Seller.
(v) The original or duplicate original lender's title
policy and all riders thereto or, any one of an original title
binder, an original preliminary title report or an original title
commitment, or a copy thereof certified by the title company.
Based on its review and examination and only as to the
foregoing documents, (a) such documents appear regular on their
face and related to such Mortgage Loan, and (b) the information
set forth in items (i), (ii), (iii), (iv), (vi), and (xi) of the
definition of the "Mortgage Loan Schedule" in Section 1.01 of the
Pooling and Servicing Agreement accurately reflects information
set forth in the Mortgage File.
The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review
specifically required in the Pooling and Servicing Agreement.
The Trustee makes no representations as to: (i) the validity,
legality, sufficiency, enforceability or genuineness of any of
the documents contained in each Mortgage File of any of the
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii)
the collectability, insurability, effectiveness or suitability of
any such Mortgage Loan.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
as Trustee
By :
____________________________
Name:
Title:
EXHIBIT I
TRANSFER AFFIDAVIT
CWMBS, Inc.
Mortgage Pass-Through Certificates
Series 199 -_
_
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is an officer of ,
____________________
the proposed Transferee of an Ownership Interest in a Class A-R
Certificate (the "Certificate") issued pursuant to the Pooling
and Servicing Agreement, (the "Agreement"), relating to the
above-referenced Series, by and among CWMBS, Inc., as depositor
(the "Depositor"), Countrywide Home Loans, Inc., as seller and
master servicer and The Bank of New York, as Trustee. Capital-
ized terms used, but not defined herein or in Exhibit 1 hereto,
shall have the meanings ascribed to such terms in the Agreement.
The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be,
as of the date of the Transfer, a Permitted Transferee. The
Transferee is acquiring its Ownership Interest in the Certificate
either (i) for its own account or (ii) as nominee, trustee or
agent for another Person and has attached hereto an affidavit
from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such
affidavit is false.
3. The Transferee has been advised of, and understands
that (i) a tax will be imposed on Transfers of the Certificate to
Persons that are not Permitted Transferees; (ii) such tax will be
imposed on the transferor, or, if such Transfer is through an
agent (which includes a broker, nominee or middleman) for a
Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved
of liability for the tax if the subsequent Transferee furnished
to such Person an affidavit that such subsequent Transferee is a
Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands
that a tax will be imposed on a "pass-through entity" holding the
Certificate if at any time during the taxable year of the
pass-through entity a Person that is not a Permitted Transferee
is the record holder of an interest in such entity. The Trans-
feree understands that such tax will not be imposed for any
period with respect to which the record holder furnishes to the
pass-through entity an affidavit that such record holder is a
Permitted Transferee and the pass-through entity does not have
actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and,
except as may be provided in Treasury Regulations, persons
holding interests in pass-through entities as a nominee for
another Person.)
5. The Transferee has reviewed the provisions of Section
5.02(c) of the Agreement (attached hereto as Exhibit 2 and
incorporated herein by reference) and understands the legal
consequences of the acquisition of an Ownership Interest in the
Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to
be bound by and to abide by the provisions of Section 5.02(c) of
the Agreement and the restrictions noted on the face of the
Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render
the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit
from any Person to whom the Transferee attempts to Transfer its
Ownership Interest in the Certificate, and in connection with any
Transfer by a Person for whom the Transferee is acting as
nominee, trustee or agent, and the Transferee will not Transfer
its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a
Permitted Transferee. In connection with any such Transfer by
the Transferee, the Transferee agrees to deliver to the Trustee a
certificate substantially in the form set forth as Exhibit J to
the Agreement (a "Transferor Certificate") to the effect that
such Transferee has no actual knowledge that the Person to which
the Transfer is to be made is not a Permitted Transferee.
7. The Transferee does not have the intention to impede
the assessment or collection of any tax legally required to be
paid with respect to the Certificate.
8. The Transferee's taxpayer identification number is
_____
.
______
9. The Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed
Treasury regulations promulgated pursuant to the Code and that
the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such
residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
11. The Transferee is not an employee benefit plan that is
subject to ERISA or a plan that is subject to Section 4975 of the
Code, and the Transferee is not acting on behalf of such a plan.
* * *
IN WITNESS WHEREOF, the Transferee has caused this
instrument to be executed on its behalf, pursuant to authority of
its Board of Directors, by its duly authorized officer and its
corporate seal to be hereunto affixed, duly attested, this
_____
day of , 19 .
__________________ __
_________________________________
PRINT NAME OF TRANSFEREE
By:
______________________________
Name:
Title:
[Corporate Seal]
ATTEST:
___________________________
[Assistant] Secretary
Personally appeared before me the above-named ,
_____________
known or proved to me to be the same person who executed the
foregoing instrument and to be the of the
____________________
Transferee, and acknowledged that he executed the same as his
free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this day of ,
_____ _________
19 .
__
______________________________
NOTARY PUBLIC
My Commission expires the
____
day of , 19 .
________________ __
EXHIBIT 1
to EXHIBIT I
Certain Definitions
___________________
"Ownership Interest": As to any 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.
"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 Code Section
521) which is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by Code Section 511 on unrelated
business taxable income) on any excess inclusions (as defined in
Code Section 860E(c)(1)) with respect to any Class A-R
Certificate, (iv) rural electric and telephone cooperatives
described in Code Section 1381(a)(2)(c), (v) 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 or any political subdivision thereof,
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, and (vi)
any other Person so designated by the Trustee based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in
a Class A-R Certificate to such Person may cause the Trust Fund
to fail to qualify as a REMIC at any time that certain
Certificates are Outstanding. The terms "United States," "State"
and "International Organization" shall have the meanings set
forth in Code Section 7701 or successor provisions. A
corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof if
all of its activities are subject to tax, and, with the exception
of the FHLMC, a majority of its board of directors is not
selected by such governmental unit.
"Person": Any individual, corporation, partnership, joint
venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government
or any agency or political subdivision thereof.
"Transfer": Any direct or indirect transfer or sale of any
Ownership Interest in a Certificate, including the acquisition of
a Certificate by the Depositor.
"Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
EXHIBIT 2
to EXHIBIT I
Section 5.02(c) of the Agreement
________________________________
(c) Each Person who has or who acquires any Ownership
Interest in a Class A-R Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions, and the rights of
each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership
Interest in a Class A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(ii) No Ownership Interest in a Class A-R Certificate
may be registered on the Closing Date or thereafter
transferred, and the Trustee shall not register the Transfer
of any Class A-R Certificate unless, in addition to the
certificates required to be delivered to the Trustee under
subparagraph (b) above, the Trustee shall have been
furnished with an affidavit (a "Transfer Affidavit") of the
initial owner or the proposed transferee in the form
attached hereto as Exhibit I.
(iii) Each Person holding or acquiring any Ownership
Interest in a Class A-R Certificate shall agree (A) to
obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a
Class A-R Certificate, (B) to obtain a Transfer Affidavit
from any Person for whom such Person is acting as nominee,
trustee or agent in connection with any Transfer of a Class
A-R Certificate and (C) not to Transfer its Ownership
Interest in a Class A-R Certificate or to cause the Transfer
of an Ownership Interest in a Class A-R Certificate to any
other Person if it has actual knowledge that such Person is
not a Permitted Transferee.
(iv) Any attempted or purported Transfer of any
Ownership Interest in a Class A-R Certificate in violation
of the provisions of this Section 5.02(c) shall be
absolutely null and void and shall vest no rights in the
purported Transferee. If any purported transferee shall
become a Holder of a Class A-R Certificate in violation of
the provisions of this Section 5.02(c), then the last
preceding Permitted Transferee shall be restored to all
rights as Holder thereof retroactive to the date of
registration of Transfer of such Class A-R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class A-R Certificate that is
in fact not permitted by Section 5.02(b) and this Section
5.02(c) or for making any payments due on such Certificate
to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this
Agreement so long as the Transfer was registered after
receipt of the related Transfer Affidavit, Transferor
Certificate and either the Rule 144A Letter or the
Investment Letter. The Trustee shall be entitled but not
obligated to recover from any Holder of a Class A-R
Certificate that was in fact not a Permitted Transferee at
the time it became a Holder or, at such subsequent time as
it became other than a Permitted Transferee, all payments
made on such Class A-R Certificate at and after either such
time. Any such payments so recovered by the Trustee shall
be paid and delivered by the Trustee to the last preceding
Permitted Transferee of such Certificate.
(v) The Depositor shall use its best efforts to make
available, upon receipt of written request from the Trustee,
all information necessary to compute any tax imposed under
Section 860E(e) of the Code as a result of a Transfer of an
Ownership Interest in a Class A-R Certificate to any Holder
who is not a Permitted Transferee.
EXHIBIT J
FORM OF TRANSFEROR CERTIFICATE
_____________________
Date
CWMBS, Inc.
155 North Lake Avenue
Pasadena, California 91101
Attention: David A. Spector
The Bank of New York
101 Barclay Street, 12E
New York, New York 10286
Attention: Mortgage-Backed Securities Group
Series 1997-
Re: CWMBS, Inc. Mortgage Pass-Through Certificates,
Series 199 -_, Class ,
_______________________________________________
Ladies and Gentlemen:
In connection with our disposition of the above Certif-
icates we certify that (a) we understand that the Certificates
have not been registered under the Securities Act of 1933, as
amended (the "Act"), and are being disposed by us in a trans-
action that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or
solicited offers to buy any Certificates from, any person, or
otherwise approached or negotiated with any person with respect
thereto, in a manner that would be deemed, or taken any other
action which would result in, a violation of Section 5 of the Act
and (c) to the extent we are disposing of a Class A-R Certifi-
cate, we have no knowledge the Transferee is not a Permitted
Transferee.
Very truly yours,
__________________________
Print Name of Transferor
By:
__________________________
Authorized Officer
EXHIBIT K
FORM OF INVESTMENT LETTER (NON-RULE 144A)
___________________________
Date
CWMBS, Inc.
155 North Lake Avenue
Pasadena, California 91101
Attention: David A. Spector
The Bank of New York
101 Barclay Street, 12E
New York, New York 10286
Attention: Mortgage-Backed Securities Group
Series 1997-
Re: CWMBS, Inc. Mortgage Pass-Through Certificates,
Series 199 -_, Class __
_______________________________________________
Ladies and Gentlemen:
In connection with our acquisition of the above Certif-
icates we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as
amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the regis-
tration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act,
and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of
investments in the Certificates, (c) we have had the opportunity
to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters
relating thereto or any additional information deemed necessary
to our decision to purchase the Certificates, (d) either (i) we
are not an employee benefit plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan or
arrangement that is subject to Section 4975 of the Internal
Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement, nor are we using the assets of any
such plan or arrangement to effect such acquisition or (ii) if we
are an insurance company, a representation that we are an
insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under PTCE 95-60, (e) we
are acquiring the Certificates for investment for our own account
and not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise
dispose of the Certificates in accordance with clause (g) below),
(f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of
Section 5 of the Act, and (g) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale,
transfer or other disposition is made pursuant to an effective
registration statement under the Act or is exempt from such
registration requirements, and if requested, we will at our
expense provide an opinion of counsel satisfactory to the
addressees of this Certificate that such sale, transfer or other
disposition may be made pursuant to an exemption from the Act,
(2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same
effect as this certificate, and (3) the purchaser or transferee
has otherwise complied with any conditions for transfer set forth
in the Pooling and Servicing Agreement.
Very truly yours,
______________________________
Print Name of Transferee
By:
__________________________
Authorized Officer
EXHIBIT L
FORM OF RULE 144A LETTER
________________________
Date
CWMBS, Inc.
155 North Lake Avenue
Pasadena, California 91101
Attention: David A. Spector
The Bank of New York
101 Barclay Street, 12E
New York, New York 10286
Attention: Mortgage-Backed Securities Group
Series 1997-
Re: CWMBS, Inc. Mortgage Pass-Through Certificates,
Series 199 -_, Class __
_______________________________________________
Ladies and Gentlemen:
In connection with our acquisition of the above Certif-
icates we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as
amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the regis-
tration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters
that we are capable of evaluating the merits and risks of invest-
ments in the Certificates, (c) we have had the opportunity to ask
questions of and receive answers from the Depositor concerning
the purchase of the Certificates and all matters relating thereto
or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that
is subject to Section 4975 of the Internal Revenue Code of 1986,
as amended, nor are we acting on behalf of any such plan or
arrangement, nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) if we are an
insurance company, a representation that we are an insurance
company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term
is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding
of such Certificates are covered under PTCE 95-60, (e) we have
not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates
or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the
Certificates or any other similar security with, any person in
any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Certificates under
the Securities Act or that would render the disposition of the
Certificates a violation of Section 5 of the Securities Act or
require registration pursuant thereto, nor will act, nor has
authorized or will authorize any person to act, in such manner
with respect to the Certificates, (f) we are a "qualified
institutional buyer" as that term is defined in Rule 144A under
the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex
2. We are aware that the sale to us is being made in reliance on
Rule 144A. We are acquiring the Certificates for our own account
or for resale pursuant to Rule 144A and further, understand that
such Certificates may be resold, pledged or transferred only (i)
to a person reasonably believed to be a qualified institutional
buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration
under the Securities Act.
ANNEX 1 TO EXHIBIT L
____________________
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
________________________________________________________
[For Transferees Other Than Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as
follows to the parties listed in the Rule 144A Transferee
Certificate to which this certification relates with respect to
the Certificates described therein:
1. As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice President or
other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the
Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended
("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis either at least $100,000 in securities or, if
Buyer is a dealer, Buyer must own and/or invest on a
discretionary basis at least $10,000,000 in securities (except
for the excluded securities referred to below) as of the end of
the Buyer's most recent fiscal year (such amount being calculated
in accordance with Rule 144A and (ii) the Buyer satisfies the
criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation
_________________
(other than a bank, savings and loan association
or similar institution), Massachusetts or similar
business trust, partnership, or charitable
organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.
___ Bank. The Buyer (a) is a national bank or banking
____
institution organized under the laws of any State,
territory or the District of Columbia, the
business of which is substantially confined to
banking and is supervised by the State or
territorial banking commission or similar official
or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached
___________________________
hereto.
______
___ Savings and Loan. The Buyer (a) is a savings and
________________
loan association, building and loan association,
cooperative bank, homestead association or similar
institution, which is supervised and examined by a
State or Federal authority having supervision over
any such institutions or is a foreign savings and
loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
__________________________________
___ Broker-dealer. The Buyer is a dealer registered
_____________
pursuant to Section 15 of the Securities Exchange
Act of 1934.
___ Insurance Company. The Buyer is an insurance
_________________
company whose primary and predominant business
activity is the writing of insurance or the
reinsuring of risks underwritten by insurance
companies and which is subject to supervision by
the insurance commissioner or a similar official
or agency of a State, territory or the District of
Columbia.
___ State or Local Plan. The Buyer is a plan estab-
___________________
lished and maintained by a State, its political
subdivisions, or any agency or instrumentality of
the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan
__________
within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
___ Investment Advisor. The Buyer is an investment
__________________
advisor registered under the Investment Advisors
Act of 1940.
___ Small Business Investment Company. Buyer is a
_________________________________
small business investment company licensed by the
U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act
of 1958.
___ Business Development Company. Buyer is a business
____________________________
development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940.
3. The term "securities" as used herein does not
__________ ________
include (i) securities of issuers that are affiliated with the
_______
Buyer, (ii) securities that are part of an unsold allotment to or
subscription by the Buyer, if the Buyer is a dealer, (iii)
securities issued or guaranteed by the U.S. or any instrumental-
ity thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) secu-
rities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer
and did not include any of the securities referred to in the
preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of
their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause
(ii) in the preceding sentence applies, the securities may be
valued at market. Further, in determining such aggregate amount,
the Buyer may have included securities owned by subsidiaries of
the Buyer, but only if such subsidiaries are consolidated with
the Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934, as amended.
5. The Buyer acknowledges that it is familiar with
Rule 144A and understands that the seller to it and other parties
related to the Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
6. Until the date of purchase of the Rule 144A
Securities, the Buyer will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of
this certification as of the date of such purchase. In addition,
if the Buyer is a bank or savings and loan is provided above, the
Buyer agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.
______________________________
Print Name of Buyer
By:
___________________________
Name:
Title:
Date:
_________________________
ANNEX 2 TO EXHIBIT L
____________________
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
________________________________________________________
[For Transferees That are Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as
follows to the parties listed in the Rule 144A Transferee
Certificate to which this certification relates with respect to
the Certificates described therein:
1. As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of
the Buyer or, if the Buyer is a "qualified institutional buyer"
as that term is defined in Rule 144A under the Securities Act of
1933, as amended ("Rule 144A") because Buyer is part of a Family
of Investment Companies (as defined below), is such an officer of
the Adviser.
2. In connection with purchases by Buyer, the Buyer is
a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under
the Investment Company Act of 1940, as amended and (ii) as marked
below, the Buyer alone, or the Buyer's Family of Investment
Companies, owned at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year. For purposes of determining the
amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used,
except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial
statements on the basis of their market value, and (ii) no
current information with respect to the cost of those securities
has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market.
___ The Buyer owned $ in securities (other
____________
than the excluded securities referred to below) as
of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
___ The Buyer is part of a Family of Investment
Companies which owned in the aggregate $
_________
in securities (other than the excluded securities
referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used
______________________________
herein means two or more registered investment companies (or
series thereof) that have the same investment adviser or invest-
ment advisers that are affiliated (by virtue of being majority
owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not
__________
include (i) securities of issuers that are affiliated with the
Buyer or are part of the Buyer's Family of Investment Companies,
(ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and under-
stands that the parties listed in the Rule 144A Transferee
Certificate to which this certification relates are relying and
will continue to rely on the statements made herein because one
or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own
account.
6. Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A
Transferee Certificate to which this certification relates of any
changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the under-
signed as of the date of such purchase.
______________________________
Print Name of Buyer or Adviser
By:
___________________________
Name:
Title:
IF AN ADVISER:
______________________________
Print Name of Buyer
Date:
_________________________
EXHIBIT M
REQUEST FOR RELEASE
(for Trustee)
CWMBS, Inc.
Mortgage Pass-Through Certificates
Series 199 -_
_
Loan Information
________________
Name of Mortgagor:
______________________________
Servicer
Loan No.:
______________________________
Trustee
_______
Name:
______________________________
Address:
______________________________
______________________________
Trustee
Mortgage File No.:
______________________________
The undersigned Master Servicer hereby acknowledges that it
has received from The Bank of New York, as Trustee for the
Holders of Mortgage Pass-Through Certificates, of the above-
referenced Series, the documents referred to below (the "Docu-
ments"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") relating to the above-referenced Series among the
Trustee, Countrywide Home Loans, Inc., as Seller and Master
Servicer and CWMBS, Inc., as Depositor.
( ) Mortgage Note dated , 19 , in the original
____________ __
principal sum of $ , made by .
__________ __________________
payable to, or endorsed to the order of, the Trustee.
( ) Mortgage recorded on as instrument no.
_________________ ____
in the County Recorder's Office of the
________________
County of , State of in
___________________ _______________
book/reel/docket of official records at
________________
page/image .
________________
( ) Deed of Trust recorded on as instrument
__________________
no. in the County Recorder's Office of the
_________________
County of , State of in
________________ _______________
book/reel/docket of official records at
_______________
page/image .
________________
( ) Assignment of Mortgage or Deed of Trust to the Trustee,
recorded on as instrument no.
_________________ ____________
in the County Recorder's Office of the County of ,
__________
State of in book/reel/docket
________________ ______________
of official records at page/image .
_______________
( ) Other documents, including any amendments, assignments or
other assumptions of the Mortgage Note or Mortgage.
( )
______________________________________________
( )
______________________________________________
( )
______________________________________________
( )
______________________________________________
The undersigned Master Servicer hereby acknowledges and
agrees as follows:
(1) The Master Servicer shall hold and retain posses-
sion of the Documents in trust for the benefit of the
Trustee, solely for the purposes provided in the Agreement.
(2) The Master Servicer shall not cause or knowingly
permit the Documents to become subject to, or encumbered by,
any claim, liens, security interest, charges, writs of
attachment or other impositions nor shall the Servicer
assert or seek to assert any claims or rights of setoff to
or against the Documents or any proceeds thereof.
(3) The Master Servicer shall return each and every
Document previously requested from the Mortgage File to the
Trustee when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated
and the proceeds thereof have been remitted to the Certifi-
cate Account and except as expressly provided in the Agree-
ment.
(4) The Documents and any proceeds thereof, including
any proceeds of proceeds, coming into the possession or
control of the Master Servicer shall at all times be
earmarked for the account of the Trustee, and the Master
Servicer shall keep the Documents and any proceeds separate
and distinct from all other property in the Master
Servicer's possession, custody or control.
COUNTRYWIDE HOME LOANS, INC.
By
________________________
Its
________________________
Date: , 19
_________________ __
EXHIBIT N
REQUEST FOR RELEASE OF DOCUMENTS
To: The Bank of New York Attn: Mortgage Custody
Services
Re: The Pooling & Servicing Agreement dated among
Countrywide Home Loans, Inc., as Seller and as Master
Servicer, CWMBS, Inc. and The Bank of New York as
Trustee
______________________________________________________
Ladies and Gentlemen:
In connection with the administration of the Mortgage Loans
held by you as Trustee for CWMBS, Inc., we request the release of
the Mortgage Loan File for the Mortgage Loan(s) described below,
for the reason indicated.
FT Account#: Pool #:
Mortgagor's Name, Address and Zip Code:
Mortgage Loan Number:
Reason for Requesting Documents (check one)
1. Mortgage Loan paid in full (Countrywide Home Loans,
Inc. hereby certifies that all amounts have been
received.)
2. Mortgage Loan Liquidated (Countrywide Home Loans, Inc.
hereby certifies that all proceeds of foreclosure,
insurance, or other liquidation have been finally
received.)
3. Mortgage Loan in Foreclosure.
4. Other (explain):
If item 1 or 2 above is checked, and if all or part of the
Mortgage File was previously released to us, please release to us
our previous receipt on file with you, as well as any additional
documents in your possession relating to the above-specified
Mortgage Loan. If item 3 or 4 is checked, upon return of all of
the above documents to you as Trustee, please acknowledge your
receipt by signing in the space indicated below, and returning
this form.
COUNTRYWIDE HOME LOANS, INC.
155 North Lake Ave.
Pasadena CA 91101
By:
__________________________
Name:
________________________
Title:
________________________
Date:
________________________
TRUSTEE CONSENT TO RELEASE AND
ACKNOWLEDGEMENT OF RECEIPT
By:
__________________________
Name:
________________________
Title:
________________________
Date:
________________________
