424B5 1 v077075_424b5.htm
 
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 26, 2007)

$850,725,000
(Approximate)
 
CWMBS, INC.
Depositor
[LOGO]

COUNTRYWIDE HOME LOANS
Sponsor and Seller
 
Countrywide Home Loans Servicing LP
Master Servicer
 
CHL Mortgage Pass-Through Trust 2007-8
Issuing Entity

Mortgage Pass-Through Certificates, Series 2007-8
 
Distributions payable monthly, beginning June 25, 2007
 

 
The issuing entity will issue certificates, including the following classes of certificates that are offered pursuant to this prospectus supplement and the accompanying prospectus:
 
                     
   
Initial Class
Certificate Balance/Initial Notional Amount (1)
 
Pass-Through
Rate (2)
     
Initial Class
Certificate Balance/Initial Notional Amount (1)
 
Pass-Through
Rate (2)
Class 1-A-1
 
$
280,000,000
   
6.0000%
 
 
Class 1-A-16
 
$
20,453,351
   
6.0000%
Class 1-A-2
 
$
50,485,000
   
6.0000%
 
 
Class 1-A-17
 
$
1,000
   
6.0000%
Class 1-A-3
 
$
1,265,000
   
6.0000%
 
 
Class 1-A-18
 
$
10,862,133
   
6.0000%
Class 1-A-4
 
$
80,000,000
   
6.0000%
 
 
Class 1-A-19
 
$
25,000,000
   
6.0000%
Class 1-A-5
 
$
100,306,000
   
5.4375%
 
 
Class 1-A-20
 
$
36,554,000
(3)
 
Variable
Class 1-A-6
 
$
10,000
   
6.0000%
 
 
Class 1-A-21
 
$
9,403,687
(3)
 
6.0000%
Class 1-A-7
 
$
5,168,379
   
6.0000%
 
 
Class 1-A-22
 
$
19,950,000
   
6.0000%
Class 1-A-8
 
$
26,074,967
   
6.0000%
 
 
Class 1-A-23
 
$
698,250
   
6.0000%
Class 1-A-9
 
$
36,554,000
   
Variable
   
Class 1-A-24
 
$
29,015,000
   
6.0000%
Class 1-A-10
 
$
20,000,000
   
6.0000%
 
 
Class 1-A-25
 
$
1,000,000
   
6.0000%
Class 1-A-11
 
$
57,000,000
   
6.0000%
 
 
Class X
 
$
855,000,000
(3)
 
Variable
Class 1-A-12
 
$
50,000,000
   
5.8750%
 
 
Class A-R
 
$
100
   
6.0000%
Class 1-A-13
 
$
12,500,000
(3)
 
0.5000%
 
 
Class M
 
$
17,527,500
   
6.0000%
Class 1-A-14
 
$
10,852,000
   
6.0000%
 
 
Class B-1
 
$
5,130,000
   
6.0000%
Class 1-A-15
 
$
379,820
   
6.0000%
 
 
Class B-2
 
$
2,992,500
   
6.0000%

     
Consider carefully the risk factors beginning on page S-22 in this prospectus supplement and on page 2 in the prospectus.
 
The certificates represent obligations of the issuing entity only and do not represent an interest in or obligation of CWMBS, Inc., Countrywide Home Loans, Inc. or any of their affiliates.
 
This prospectus supplement may be used to offer and sell the offered certificates only if accompanied by the prospectus.
 
(1) This amount is subject to a permitted variance in the aggregate of plus or minus 5%.
 
(2) The classes of certificates offered by this prospectus supplement, together with their pass-through rates, the method for calculating their pass-through rates and their initial ratings, are listed in the tables under “Summary — Description of the Certificates” beginning on page S-6 of this prospectus supplement.
 
(3) The Class 1-A-13, Class 1-A-20, Class 1-A-21 and Class X Certificates are interest only notional amount certificates. The initial notional amounts are set forth in the table but are not included in the aggregate class certificate balance of all the certificates offered.
This prospectus supplement and the accompanying prospectus relate only to the offering of the certificates listed above and not to the other classes of certificates that will be issued by the issuing
entity. The certificates represent interests in a pool consisting of primarily 30-year conventional, fixed rate mortgage loans secured by first liens on one-to-four family residential properties.
 
Credit enhancement for the offered certificates consists of subordination.
 
The credit enhancement for each class of certificates varies. Not all credit enhancement is available for every class. The credit enhancement for the certificates is described in more detail in this prospectus supplement.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

Credit Suisse Securities (USA) LLC will offer the Class A, Class M, Class B-1 and Class B-2 Certificates to the public at varying prices to be determined at the time of sale. The proceeds to the depositor from the sale of these classes of certificates are expected to be approximately $848,489,781, plus accrued interest, before deducting expenses. The Class X Certificates will not be purchased by Credit Suisse Securities (USA) LLC. They will be transferred to Countrywide Home Loans, Inc. on or about May 30, 2007 as partial consideration for the sale of the mortgage loans to the depositor. See “Method of Distribution” in this prospectus supplement. The offered certificates (other than the Class A-R Certificates) will be available for delivery to investors in book-entry form through the facilities of the Depository Trust Company and the Euroclear System.
 
Credit Suisse
May 29, 2007



Table of Contents

Prospectus Supplement
 
Page

Summary
S-4
Risk Factors
S-22
The Mortgage Pool
S-29
General
S-29
Assignment of the Mortgage Loans
S-32
Conveyance of Supplemental Mortgage Loans
S-33
Underwriting Process
S-35
General
S-37
Countrywide Home Loans Servicing LP
S-37
Countrywide Home Loans
S-38
Mortgage Loan Production
S-39
Loan Servicing
S-40
Collection Procedures
S-40
Servicing Compensation and Payment of Expenses
S-41
Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans
S-41
Advances
S-42
Certain Modifications and Refinancings
S-42
The Issuing Entity
S-43
Static Pool Data
S-43
Description of the Certificates
S-43
General
S-43
Calculation of Class Certificate Balance
S-45
Notional Amount Certificates
S-46
Book-Entry Certificates; Denominations
S-46
Determination of LIBOR
S-49
Payments on Mortgage Loans; Accounts
S-50
Investments of Amounts Held in Accounts
S-52
Fees and Expenses
S-54
Distributions
S-56
Priority of Distributions Among Certificates
S-56
Interest
S-57
Allocation of Net Interest Shortfalls
S-58
The Reserve Fund
S-59
Principal
S-59
Allocation of Losses
S-68
Reports to Certificateholders
S-69
Structuring Assumptions
S-69
Optional Purchase of Defaulted Loans
S-71
Optional Termination
S-71
Events of Default; Remedies
S-72
Certain Matters Regarding the Master Servicer, the Depositor and the Sellers
S-72
The Trustee
S-72
Voting Rights
S-74
Restrictions on Transfer of the Class A-R Certificates
S-74
Ownership of the Residual Certificates
S-74
Restrictions on Investment, Suitability Requirements
S-74
Yield, Prepayment and Maturity Considerations
S-74
General
S-74
Prepayment Considerations and Risks
S-75
Mandatory Prepayment
S-76
Sensitivity of the Inverse Floating Rate Certificates
S-77
Sensitivity of the Interest Only Fixed Rate Certificates
S-77
Sensitivity of the Class X Certificates
S-78
Weighted Average Lives of the Offered Certificates
S-79
Decrement Tables
S-80
Last Scheduled Distribution Date
S-90
The Subordinated Certificates
S-90
Credit Enhancement
S-91
Subordination
S-91
Use of Proceeds
S-91
Legal Proceedings
S-91
Material Federal Income Tax Consequences
S-91
Other Taxes
S-95
ERISA Considerations
S-96
Method of Distribution
S-98
Legal Matters
S-99
Ratings
S-99
Principal Balance Schedules
S-100
Annex A
 
A-1
Annex I
   
Global Clearance, Settlement And Tax Documentation Procedures
 
I-1

S-2


Prospectus
 
Page
     
Important Notice About Information in This Prospectus and Each Accompanying Prospectus Supplement
 
1
Risk Factors
 
2
The Trust Fund
 
12
Use of Proceeds
 
24
The Depositor
 
24
Loan Program
 
25
Static Pool Data
 
27
Description of the Securities
 
28
Credit Enhancement
 
45
Yield, Maturity and Prepayment Considerations
 
51
The Agreements
 
54
Certain Legal Aspects of the Mortgage Loans
 
73
Material Federal Income Tax Consequences
 
82
Other Tax Considerations
 
103
ERISA Considerations
 
103
Legal Investment
 
107
Method of Distribution
 
108
Legal Matters
 
109
Financial Information
 
109
Rating
 
109
Index to Defined Terms
 
111
 
S-3

 

 
Summary
 
This summary highlights selected information from this document and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of an offering of the certificates, read carefully this entire document and the accompanying prospectus.
 
While this summary contains an overview of certain calculations, cash flow priorities and other information to aid your understanding, you should read carefully the full description of these calculations, cash flow priorities and other information in this prospectus supplement and the accompanying prospectus before making any investment decision.

Issuing Entity
 
CHL Mortgage Pass-Through Trust 2007-8, a common law trust formed under the laws of the State of New York.
 
See “The Issuing Entity” in this prospectus supplement.
 
Depositor
 
CWMBS, Inc., a Delaware corporation, is a limited purpose finance subsidiary of Countrywide Financial Corporation. Its address is 4500 Park Granada, Calabasas, California 91302, and its telephone number is (818) 225-3000.
 
See “The Depositor” in the prospectus.
 
Sponsor and Sellers
 
Countrywide Home Loans, Inc. will be the sponsor of the transaction and a seller of a portion of the mortgage loans. The remainder of the mortgage loans will be sold directly to the depositor by one or more special purpose entities that were established by Countrywide Financial Corporation or one of its subsidiaries, which acquired the mortgage loans they are selling directly from Countrywide Home Loans, Inc.
 
See “Servicing of Mortgage Loans — Countrywide Home Loans” in this prospectus supplement.
 
Master Servicer
 
Countrywide Home Loans Servicing LP.
 
See “Servicing of Mortgage Loans — Countrywide Home Loans Servicing LP” in this prospectus supplement.
 
Trustee
 
The Bank of New York.
 
See “Description of Certificates — The Trustee” in this prospectus supplement.
 
Pooling and Servicing Agreement
 
The pooling and servicing agreement among the sellers, the master servicer, the depositor and the trustee, under which the issuing entity will be formed.
 
Cut-off Date
 
For any mortgage loan conveyed to the issuing entity on the closing date, the later of May 1, 2007 and the date of origination for that mortgage loan (the “initial cut-off date”).
 
For any mortgage loan conveyed to the issuing entity after the closing date, the later of the origination date for that mortgage loan and the first day of the month of the conveyance to the issuing entity.
 
Closing Date
 
On or about May 30, 2007.
 
Pre-Funding
 
If the aggregate stated principal balance as of the initial cut-off date of the mortgage loans conveyed to the issuing entity on the closing date is less than $855,000,000, an account (the “pre-funding account”) will be established with the trustee on the closing date and funded in an amount equal to the difference (referred to as the “pre-funded amount”).
 
Pre-Funded Amount:
 
As of the date of this prospectus supplement, the pre-funded amount to be deposited in the pre-funded account is expected to be approximately $59,717,132.
 
S-4

 

 
Funding Period:
 
The funding period will begin on the closing date and end on the earlier of (x) the date the amount in the pre-funding account is less than $150,000 and (y) June 30, 2007.
 
Use of Pre-Funded Amount:
 
Any pre-funded amount is expected to be used to purchase supplemental mortgage loans. Any pre-funded amount not used during the funding period to purchase supplemental mortgage loans will be distributed to holders of the related senior certificates as a prepayment of principal on the distribution date immediately following the end of the funding period.
 
Restrictions on Supplemental Mortgage Loan Purchases:
 
Purchases of supplemental mortgage loans are subject to the same criteria as the initial mortgage loans and additional restrictions related to the composition of the mortgage pool following the acquisition of the supplemental mortgage loans, as described in this prospectus supplement.
 
Capitalized Interest Account:
 
Because some of the mortgage loans may not be acquired by the issuing entity until after the closing date, there may not be sufficient interest collections from mortgage loans to pay all the interest due on the certificates on the first and possibly the second distribution dates. If a pre-funding account is funded, a capitalized interest account will be established and funded on the closing date to cover those shortfalls.
 
The Mortgage Loans
 
The mortgage loans will consist primarily of 30 year conventional, fixed-rate mortgage loans secured by first liens on one-to-four family residential properties.
 
The mortgage loans for which statistical information is presented in this prospectus supplement are referred to as the initial mortgage loans. The statistical information presented in this prospectus supplement regarding the initial mortgage loans is as of the initial cut-off date. The depositor believes that the information set forth in this prospectus supplement regarding the initial mortgage loans as of the initial cut-off date is representative of the characteristics of the mortgage loans that will be delivered on the closing date (the initial mortgage loans and any additional mortgage loans delivered on the closing date are referred to as the “Closing Date Mortgage Loans”). However, the statistical information presented in this prospectus supplement does not reflect all of the mortgage loans that may be included in the issuing entity. Supplemental mortgage loans may be included during the funding period. Further, certain initial mortgage loans may prepay or may be determined not to meet the eligibility requirements for inclusion in the final mortgage pool. A limited number of mortgage loans may be substituted for the mortgage loans that are described in this prospectus supplement and mortgage loans may be added on the closing date. Any addition or substitution will not result in a material difference in the closing date mortgage pool although the cut-off date information regarding the actual mortgage loans may vary somewhat from the information regarding the initial mortgage loans presented in this prospectus supplement.
 
As of the initial cut-off date, the initial mortgage loans in the mortgage pool had the following characteristics:
 
Aggregate Current Principal Balance
 
$795,282,868
     
Geographic Concentrations in excess of 10%:
   
     
California
 
37.49%
     
Weighted Average Original LTV Ratio
 
73.12%
     
Weighted Average Mortgage Rate
 
6.459%
     
Range of Mortgage Rates
 
6.250% to 8.500%
     
Average Current Principal Balance
 
$625,714
     
Range of Current Principal Balances
 
$50,000 to $3,000,000
     
Weighted Average Remaining Term to Maturity
 
360 months
     
Weighted Average FICO Credit Score
 
744
 
See “The Mortgage Pool” in this prospectus supplement.
 
Additional information regarding the Initial Mortgage Loans is set forth in Annex A attached to this prospectus supplement.
 
S-5

 

 
Description of the Certificates
 
The issuing entity will issue the following classes of certificates:
 
Class
 
Initial
Class Certificate
Balance/Initial Notional
Amount (1)
 
Type
 
Initial Rating (Fitch) (2)
 
Initial Rating (S&P) (2)
Offered Certificates
               
Class 1-A-1
 
$
280,000,000
   
Senior/Fixed Pass-Through Rate
   
AAA
   
AAA
Class 1-A-2
 
$
50,485,000
   
Senior/Fixed Pass-Through Rate/Super Senior
   
AAA
   
AAA
Class 1-A-3
 
$
1,265,000
   
Senior/Fixed Pass-Through Rate/Support
   
AAA
   
AAA
Class 1-A-4
 
$
80,000,000
   
Senior/Fixed Pass-Through Rate/NAS
   
AAA
   
AAA
Class 1-A-5
 
$
100,306,000
   
Senior/Fixed Pass-Through Rate/Accretion Directed/Planned Balance
   
AAA
   
AAA
Class 1-A-6
 
$
10,000
   
Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Planned Balance
   
AAA
   
AAA
Class 1-A-7
 
$
5,168,379
   
Senior/Fixed Pass-Through Rate/Accrual/Planned Balance/Companion
   
AAA
   
AAA
Class 1-A-8
 
$
26,074,967
   
Senior/Fixed Pass-Through Rate/NAS/Super Senior
   
AAA
   
AAA
Class 1-A-9
 
$
36,554,000
   
Senior/Variable Pass-Through Rate/Accretion Directed/Targeted Balance
   
AAA
   
AAA
Class 1-A-10
 
$
20,000,000
   
Senior/Fixed Pass-Through Rate
   
AAA
   
AAA
Class 1-A-11
 
$
57,000,000
   
Senior/Fixed Pass-Through Rate
   
AAA
   
AAA
Class 1-A-12
 
$
50,000,000
   
Senior/Fixed Pass-Through Rate
   
AAA
   
AAA
Class 1-A-13
 
$
12,500,000
   
Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only
   
AAA
   
AAA
Class 1-A-14
 
$
10,852,000
   
Senior/Fixed Pass-Through Rate/Accrual/Super Senior
   
AAA
   
AAA
Class 1-A-15
 
$
379,820
   
Senior/Fixed Pass-Through Rate/Accrual/Support
   
AAA
   
AAA
Class 1-A-16
 
$
20,453,351
   
Senior/Fixed Pass-Through Rate/Accretion Directed
   
AAA
   
AAA
Class 1-A-17
 
$
1,000
   
Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Targeted Balance
   
AAA
   
AAA
Class 1-A-18
 
$
10,862,133
   
Senior/Fixed Pass-Through Rate/Accrual/Companion
   
AAA
   
AAA
 
S-6

 

 
Class
 
Initial
Class Certificate
Balance/Initial Notional
Amount (1)
 
Type
 
Initial Rating (Fitch) (2)
 
Initial Rating (S&P) (2)
 
Class 1-A-19
 
$
25,000,000
   
Senior/Fixed Pass-Through Rate/Accretion Directed/Targeted Balance
   
AAA
   
AAA
 
Class 1-A-20
 
$
36,554,000
   
Senior/Variable Pass-Through Rate/Notional Amount/Interest Only
   
AAA
   
AAA
 
Class 1-A-21
 
$
9,403,687
   
Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only
   
AAA
   
AAA
 
Class 1-A-22
 
$
19,950,000
   
Senior/Fixed Pass-Through Rate/Planned Balance/Super Senior
   
AAA
   
AAA
 
Class 1-A-23
 
$
698,250
   
Senior/Fixed Pass-Through Rate/Planned Balance/Support
   
AAA
   
AAA
 
Class 1-A-24
 
$
29,015,000
   
Senior/Fixed Pass-Through Rate/NAS
   
AAA
   
AAA
 
Class 1-A-25
 
$
1,000,000
   
Senior/Fixed Pass-Through Rate/NAS/Support
   
AAA
   
AAA
 
Class X
 
$
855,000,000
   
Senior/ Variable Pass-Through Rate/Notional Amount/Interest Only
   
AAA
   
AAA
 
Class A-R
 
$
100
   
Senior/ Fixed Pass-Through Rate/Residual
   
AAA
   
AAA
 
Class M
 
$
17,527,500
   
Subordinate/Fixed Pass- Through Rate
   
AA
   
N/R
 
Class B-1
 
$
5,130,000
   
Subordinate/Fixed Pass- Through Rate
   
A
   
N/R
 
Class B-2
 
$
2,992,500
   
Subordinate/Fixed Pass- Through Rate
   
BBB
   
N/R
 
                           
Non-Offered Certificates (3)
                       
                           
Class B-3
 
$
1,710,000    
Subordinate/Fixed Pass- Through Rate
             
Class B-4
 
$
855,000    
Subordinate/Fixed Pass- Through Rate
             
Class B-5
 
$
1,710,000    
Subordinate/Fixed Pass- Through Rate
             
  

(1)
This amount is subject to a permitted variance in the aggregate of plus or minus 5% depending on the amount of mortgage loans actually delivered on the closing date.
 
(2)
The offered certificates will not be offered unless they are assigned the indicated ratings by Fitch Ratings. (“Fitch”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”). “N/A” indicates that the agency was not asked to rate the certificates. The Class B-3, Class B-4 and Class B-5 Certificates are not offered by this prospectus supplement, so ratings for those classes of certificates have not been provided. A rating is not a recommendation to buy, sell or hold securities. These ratings may be lowered or withdrawn at any time by either of the rating agencies. See “Ratings” in this prospectus supplement.
 
S-7

 

 
(3)
The Class B-3, Class B-4 and Class B-5 Certificates are not offered by this prospectus supplement. Any information contained in this prospectus supplement with respect to the Class B-3, Class B-4 and Class B-5 Certificates is provided only to permit a better understanding of the offered certificates.
 
S-8

 

 
The certificates also will have the following characteristics:
 
Class
 
Pass-Through Rate
 
Interest Accrual Period
 
Interest Accrual
Convention
 
Offered
Certificates
             
Class 1-A-1
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-2
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-3
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-4
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-5
 
5.4375%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-6
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-7
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-8
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-9
 
(3)
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-10
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-11
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-12
 
5.8750%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-13
 
0.5000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-14
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-15
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-16
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-17
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-18
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-19
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-20
 
(4)
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-21
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-22
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-23
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-24
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class 1-A-25
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class X
 
(5)
 
calendar month (1)
 
30/360 (2)
 
Class A-R
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class M
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class B-1
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class B-2
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
               
Non-Offered
Certificates
             
Class B-3
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class B-4
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
Class B-5
 
6.0000%
 
calendar month (1)
 
30/360 (2)
 
 

(1)
The interest accrual period for any distribution date will be the calendar month before the month of that distribution date.
 
(2)
Interest will accrue at the rate described in this table on the basis of a 360 day year divided into twelve 30 day months.
 
(3)
The pass-through rate for the Class 1-A-9 Certificates for the interest accrual period related to any distribution date (x) on or prior to the distribution date in May 2008 will be LIBOR + 4.00% and (y) on any distribution date after May 2008 will be 6.00%. The pass-through rates on the LIBOR Certificates may adjust monthly based on the level of one-month LIBOR, subject to a cap. LIBOR for the related interest accrual period is calculated as described in this prospectus supplement under “Description of the Certificates - Determination of LIBOR.” The Class 1-A-9 Certificates will also have the benefit of a reserve fund. On or prior to the distribution date in May 2008, amounts in the reserve fund will be available as described in this prospectus supplement to make payments of the yield supplement amount to the Class 1-A-9 Certificates if LIBOR (as calculated for the interest accrual period related to that distribution date) exceeds 2.00%, with a ceiling of 3.50%. The effective rate of this class of certificates including the yield supplement amount will be 7.50% for the interest accrual period for the initial distribution date.
 
S-9

 

 
(4)
The pass-through rate for the Class 1-A-20 Certificates for the interest accrual period related to any distribution date (x) on or prior to the distribution date in May 2008 will be 2.00% - LIBOR and (y) on any distribution date after May 2008 will be 0.00%. The pass-through rates on the LIBOR Certificates may adjust monthly based on the level of one-month LIBOR, subject to a cap. LIBOR for the related interest accrual period is calculated as described in this prospectus supplement under “Description of the Certificates - Determination of LIBOR.”  
 
(5)
The pass-through rate for the Class X Certificates for the interest accrual period related to any distribution date will be equal to the weighted average of the net mortgage rates of the mortgage loans, weighted on the basis of the stated principal balance thereof as of the due date in the preceding calendar month (after giving effect to prepayments received in the prepayment period related to such prior due date) less 6.00%. See “Description of the Certificates — Interest” in this prospectus supplement.
 
S-10

 

 
Designations
 
We sometimes use the following designations to refer to the specified classes of certificates in order to aid your understanding of the offered certificates.
 
Designation
 
Classes of Certificates
Senior Certificates
 
Class A and Class X
Certificates
     
Subordinated Certificates
 
Class M and Class B
Certificates
     
Notional Amount Certificates
 
Class 1-A-13, Class 1-A-20,
Class 1-A-21 and Class X
Certificates
     
LIBOR Certificates
 
Class 1-A-9 and Class 1-A-20
Certificates
     
Class A Certificates
 
Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class 1-A-4,
Class 1-A-5, Class 1-A-6,
Class 1-A-7, Class 1-A-8,
Class 1-A-9, Class 1-A-10,
 Class 1-A-11, Class 1-A-12,
 Class 1-A-13, Class 1-A-14,
 Class 1-A-15, Class 1-A-16,
 Class 1-A-17, Class 1-A-18,
 Class 1-A-19, Class 1-A-20,
 Class 1-A-21, Class 1-A-22,
 Class 1-A-23, Class 1-A-24,
 Class 1-A-25 and Class A-R
Certificates
     
Class B Certificates
 
Class B-1, Class B-2, Class B-3,
 Class B-4 and Class B-5
 Certificates
     
Offered Certificates
 
Class A, Class X, Class M,
Class B-1 and Class B-2
Certificates

Record Date
 
The last business day of the month preceding the month of that distribution date.
 
Denominations
 
Offered Certificates (other than the Class A-R, Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-6, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates):
 
$25,000 and multiples of $1 in excess thereof.
 
Class 1-A-6 Certificates:
 
$10,000 and multiples of $1 in excess thereof.
 
Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates:
 
$1,000 and multiples of $1 in excess thereof.
 
Class A-R Certificates:
 
Two certificates of $99.99 and $0.01, respectively.
 
Registration of Certificates
 
Offered Certificates other than the Class A-R Certificates:
 
Book-entry form. Persons acquiring beneficial ownership interests in the offered certificates (other than the Class A-R Certificates) will hold their beneficial interests through The Depository Trust Company in the United States or the Euroclear System, in Europe.
 
Class A-R Certificates
 
Fully registered certificated form. The Class A-R Certificates will be subject to certain restrictions on transfer described in this prospectus supplement and as more fully provided for in the pooling and servicing agreement.
 
See “Description of the Certificates — Book-Entry Certificates” and “— Restrictions on Transfer of the Class A-R Certificates” in this prospectus supplement.
 
Distribution Dates
 
Beginning on June 25, 2007, and thereafter on the 25th day of each calendar month, or if the 25th is not a business day, the next business day.
 
Last Scheduled Distribution Date
 
The last scheduled distribution date for the certificates (other than the Class 1-A-16 Certificates) is the distribution date in January 2038. The last scheduled distribution date for Class 1-A-16 Certificates is the distribution date in September 2024. Since the rate of distributions in reduction of the class certificate balance or notional amount of each class of offered certificates will depend on the rate of payment (including prepayments) of the mortgage loans, the class certificate balance or notional amount of any class could be reduced to zero significantly earlier or later than the last scheduled distribution date. See “Yield, Prepayment and Maturity Considerations - Last Scheduled Distribution Date” in this prospectus supplement.
 
S-11

 

 
Interest Payments
 
The related interest accrual period, interest accrual convention and pass-through rate for each class of interest-bearing certificates are shown in the table beginning on page S-9.
 
On each distribution date, to the extent funds are available, each class of certificates will be entitled to receive or accrete:
 
·
interest accrued at the applicable pass-through rate during the related interest accrual period on the class certificate balance or notional amount, as applicable, immediately prior to that distribution date; and
 
·
any interest that was not paid or accreted on prior distribution dates; less
 
·
any net interest shortfalls allocated to that class for that distribution date.
 
The Class 1-A-6, Class 1-A-7, Class 1-A-14, Class
 
1-A-15, Class 1-A-17 and Class 1-A-18 Certificates are accrual certificates. Interest will accrue on the accrual certificates during each interest accrual period at a per annum rate of 6.00%. However, these amounts will not be distributed as interest to the accrual certificates until the accrual termination date, which is the earlier of:
 
·
the date on which the class certificate balance of each class of subordinated certificates is reduced to zero; and
 
·
in the case of the Class 1-A-6 Certificates, the distribution date on which the class certificate balance of the Class 1-A-5 Certificates is reduced to zero,
 
·
in the case of the Class 1-A-7 Certificates, the distribution date on which the aggregate class certificate balance of the Class 1-A-5 and Class 1-A-6 Certificates is reduced to zero,
 
·
in the case of the Class 1-A-14 and Class 1-A-15 Certificates, the distribution date on which the class certificate balance of the Class 1-A-16 Certificates is reduced to zero,
 
·
in the case of the Class 1-A-17 Certificates, the distribution date on which the aggregate class certificate balance of the Class 1-A-9 and Class 1-A-19 Certificates is reduced to zero, or
 
·
in the case of the Class 1-A-18 Certificates, the distribution date on which the aggregate class certificate balance of the Class 1-A-9,
 
Class 1-A-17 and Class 1-A-19 Certificates is reduced to zero,
 
This accrued and unpaid interest will be added to the class certificate balance of the applicable class or classes of accrual certificates on the related distribution date.
 
See “Description of the Certificates — Interest” in this prospectus supplement.
 
Allocation of Net Interest Shortfalls:
 
For any distribution date, the interest entitlement for each class of interest-bearing certificates will be reduced by the amount of net interest shortfalls experienced by the mortgage loans resulting from:
 
·
prepayments on the mortgage loans; and
 
·
reductions in the interest rate on the related mortgage loans due to Servicemembers Relief Act reductions or debt service reductions.
 
Net interest shortfalls on any distribution date will be allocated pro rata among all senior and subordinate classes entitled to receive or accrete distributions of interest on that distribution date, based on their respective entitlements, in each case before taking into account any reduction in the amounts from net interest shortfalls.
 
If on any distribution date, available funds are not sufficient to make a full distribution or accretion of the interest entitlement on the certificates in the order described below under “— Priority of Distributions Among Certificates”, interest will be distributed or accreted on each class of certificates of equal priority, pro rata, based on their respective entitlements. Any unpaid interest amount will be carried forward and added to the amount holders of each affected class of certificates will be entitled to receive on the next distribution date.
 
S-12

 

 
See “Description of the Certificates — Interest” and “—Allocation of Interest Shortfalls” in this prospectus supplement.
 
Reserve Fund
 
A supplemental interest trust created under the pooling and servicing agreement will have the benefit of a reserve fund for the benefit of the Class 1-A-9 Certificates.
 
On or prior to the distribution date in May 2008, amounts in the reserve fund will be available as described in this prospectus supplement to make payments of the yield supplement amount to the Class 1-A-9 Certificates if LIBOR (as calculated for the interest accrual period related to that distribution date) exceeds 2.00%, with a ceiling of 3.50%.
 
See “Description of the Certificates — The Supplemental Interest Trust” in this prospectus supplement.
 
Principal Payments
 
On each distribution date, certificateholders will only receive a distribution of principal on their certificates if there is cash available on that date for the payment of principal according to the principal distribution rules described in this prospectus supplement.
 
Generally, all payments and other amounts in respect of principal of the mortgage loans will be allocated to the senior certificates (other than the notional amount certificates) as set forth below, and any remainder is allocated to the subordinated certificates:
 
·
in the case of scheduled principal collections on the mortgage loans, the amount allocated to the senior certificates is based on the ratio of the aggregate class certificate balance of the senior certificates to the aggregate class certificate balance of all certificates; and
 
·
in the case of principal prepayments the amount allocated to the senior certificates is based on a fixed percentage (equal to 100%) until the fifth anniversary of the first distribution date, at which time the percentage will step down as described herein, if the specified conditions are met.
 
Notwithstanding the foregoing, no decrease in the senior prepayment percentage will occur unless certain conditions related to the loss and delinquency performance of the mortgage loans are satisfied.
 
Principal will be distributed on each class of certificates entitled to receive principal payments as described below under “—Amounts Available for Distributions on the Certificates.”
 
The notional amount certificates do not have class certificate balances and are not entitled to any distributions of principal but will bear interest during each interest accrual period on their respective notional amounts.
 
See “Description of the Certificates — Principal” in this prospectus supplement.
 
Amounts Available for Distributions on the Certificates
 
The amount available for distributions on the certificates on any distribution date will generally consist of the following amounts (after the fees and expenses described under the next heading are subtracted):
 
·
all scheduled installments of interest and principal due and received on the mortgage loans in the applicable period, together with any advances with respect to them;
 
·
all proceeds of any primary mortgage guaranty insurance policies and any other insurance policies with respect to the mortgage loans, to the extent the proceeds are not applied to the restoration of the related mortgaged property or released to the borrower in accordance with the master servicer’s normal servicing procedures;
 
·
net proceeds from the liquidation of defaulted mortgage loans, by foreclosure or otherwise during the calendar month preceding the month of the distribution date (to the extent the amounts do not exceed the unpaid principal balance of the mortgage loan, plus accrued interest);
 
·
subsequent recoveries with respect to mortgage loans;
 
·
partial or full prepayments collected during the applicable period, together with interest paid in connection with the prepayment (other than certain excess amounts payable to the master servicer) and the compensating interest; and
 
·
any substitution adjustment amounts or purchase price in respect of a deleted mortgage loan or a mortgage loan repurchased by a seller or originator or purchased by the master servicer during the applicable period.
 
S-13

 

 
Fees and Expenses
 
The amounts available for distributions on the certificates on any distribution date generally will not include the following amounts:
 
·
the master servicing fee and additional servicing compensation (as described in this prospectus supplement under “Servicing of Mortgage Loans— Servicing Compensation and Payment of Expenses” and “Description of the Certificates —Priority of Distributions Among Certificates”) due to the master servicer;
 
·
the trustee fee due to the trustee;
 
·
lender paid mortgage insurance premiums, if any;
 
·
the amounts in reimbursement for advances previously made and other amounts as to which the master servicer and the trustee are entitled to be reimbursed from the Certificate Account pursuant to the pooling and servicing agreement; and
 
·
all other amounts for which the depositor, a seller or the master servicer is entitled to be reimbursed.
 
Any amounts paid from amounts collected with respect to the mortgage loans will reduce the amount that could have been distributed to the certificateholders.
 
Servicing Compensation
 
Master Servicing Fee:
 
The master servicer will be paid a monthly fee (referred to as the master servicing fee) with respect to each mortgage loan equal to one-twelfth of the stated principal balance of that mortgage loan multiplied by 0.175% (referred to as the master servicing fee rate). The amount of the master servicing fee is subject to adjustment with respect to certain prepaid mortgage loans, as described under “Servicing of Mortgage Loans—Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans” in this prospectus supplement.
 
Additional Servicing Compensation:
 
The master servicer is also entitled to receive, as additional servicing compensation, all late payment fees, assumption fees and other similar charges, including prepayment charges, and all reinvestment income earned on amounts on deposit in certain of the issuing entity’s accounts and excess proceeds with respect to mortgage loans as described under “Description of the Certificates —Priority of Distributions Among Certificates”.
 
Source and Priority of Distributions:
 
The master servicing fee and the additional servicing compensation described above will be paid to the master servicer from collections on the mortgage loans prior to any distributions on the certificates.
 
See “Servicing of Mortgage Loans — Servicing Compensation and Payment of Expenses” and “Description of the Certificates —Priority of Distributions Among Certificates” in this prospectus supplement.
 
Priority of Distributions
 
Priority of Distributions Among Certificates
 
In general, on any distribution date, available funds will be distributed in the following order:

·
to interest on each interest-bearing class of senior certificates, pro rata, based on their respective interest entitlements;
 
·
to principal of the classes of senior certificates then entitled to receive distributions of principal, in the order and subject to the priorities set forth below;
 
·
to interest on and then principal of each class of subordinated certificates, in the order of their seniority, beginning with the Class M Certificates, in each case subject to the limitations set forth below; and
 
·
any remaining available amounts to the Class A-R Certificates.
 
Principal
 
Accrual Amounts:
 
On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-6 Certificates added to its class certificate balance will be distributed as principal in the following order:
S-14

 

 
·
to the Class 1-A-5 Certificates, until its class certificate balance is reduced to zero; and
 
·
to the Class 1-A-6 Certificates, until its class certificate balance is reduced to zero.
 
On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-7 Certificates added to its class certificate balance will be distributed as principal in the following order:
 
·
sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero; and
 
·
to the Class 1-A-7 Certificates, until its class certificate balance is reduced to zero.
 
On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-14 and Class 1-A-15 Certificates added to their respective class certificate balances will be distributed as principal in the following order:
 
·
to the Class 1-A-16 Certificates, until its class certificate balance is reduced to zero; and
 
·
concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero.
 
On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-17 Certificates added to its class certificate balance will be distributed as principal in the following order:
 
·
sequentially, to the Class 1-A-19 and Class 1-A-9 Certificates, in that order, until their respective class certificate balances are reduced to zero; and
 
·
to the Class 1-A-17 Certificates, until its class certificate balance is reduced to zero.
 
On each distribution date up to and including the related accrual termination date, the amount of accrued interest on the Class 1-A-18 Certificates added to its class certificate balance will be distributed as principal in the following order:
 
·
sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate targeted balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero; and
 
·
to the Class 1-A-18 Certificates, until its class certificate balance is reduced to zero.
 
Senior Certificates (other than the notional amount certificates):
 
On each distribution date, after distributions of the accrual amounts, the principal amount, up to the amount of the senior principal distribution amount, will be distributed as principal of the following classes of senior certificates, in the following order:
 
1. to the Class A-R Certificates, until its class certificate balance is reduced to zero; and
 
2. concurrently:
 
a. 33.9363129335% to the Class 1-A-1 Certificates, until its class certificate balance is reduced to zero; and
 
b. 66.0636870665% in the following order:
 
(i) concurrently, to the Class 1-A-4 and Class 1-A-24 Certificates, pro rata, priority amount A (which is zero for the first five years and will increase as described under “Description of the Certificates—Principal” in this prospectus supplement), until their respective class certificate balances are reduced to zero;
 
(ii) concurrently:
 
(I)
33.2881179856% in the following order:
 
(A) concurrently, to the Class 1-A-2, Class 1-A-3, Class 1-A-10 and Class 1-A-12 Certificates, pro rata, until their respective class certificate balances are reduced to zero;
 
S-15

 

 
(B) to the Class 1-A-16 Certificates, until its class certificate balance is reduced to zero; and
 
(C) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero;
 
(II)
14.4475564022% in the following order:
 
(A) sequentially, to the Class 1-A-11 and Class 1-A-16 Certificates, in that order, until their respective class certificate balances are reduced to zero; and
 
(B) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero;
 
(III)
52.2643256121% in the following order:
 
(A) concurrently, to the Class 1-A-8 and Class 1-A-25 Certificates, pro rata, priority amount B (which is zero for the first five years and will increase as described under “Description of the Certificates—Principal” in this prospectus supplement), until their respective class certificate balances are reduced to zero;
 
(B) in an amount up to the amount necessary to reduce the aggregate class certificate balance of the Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-22 and Class 1-A-23 Certificates to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement) in the following order:
 
(1) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement);
 
(2) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero;
 
(3) to the Class 1-A-7 Certificates, until its class certificate balance is reduced to zero;
 
(4) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero; and
 
(5) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero;
 
(C) sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate targeted balance for that distribution date (as described under “Principal Balance Schedules” in this prospectus supplement), until their respective class certificate balances are reduced to zero;
 
S-16

 

 
(D) to the Class 1-A-18 Certificates, until its class certificate balance is reduced to zero;
 
(E) sequentially, to the Class 1-A-19, Class 1-A-9 and Class 1-A-17 Certificates, in that order, without regard to their aggregate targeted balance for that distribution date, until their respective class certificate balances are reduced to zero;
 
(F) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date;
 
(G) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, in an amount up to the amount necessary to reduce their aggregate class certificate balance to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero;
 
(H) to the Class 1-A-7 Certificates, until its class certificate balance is reduced to zero;
 
(I) sequentially, to the Class 1-A-5 and Class 1-A-6 Certificates, in that order, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero; and
 
(J) concurrently, to the Class 1-A-22 and Class 1-A-23 Certificates, pro rata, without regard to their aggregate planned balance for that distribution date, until their respective class certificate balances are reduced to zero;
 
(K) concurrently, to the Class 1-A-8 and Class 1-A-25 Certificates, pro rata, without regard to priority amount B, until their respective class certificate balances are reduced to zero;
 
(L) to the Class 1-A-16 Certificates, until its class certificate balance is reduced to zero; and
 
(M) concurrently, to the Class 1-A-14 and Class 1-A-15 Certificates, pro rata, until their respective class certificate balances are reduced to zero; and
 
(iii) concurrently, to the Class 1-A-4 and Class 1-A-24 Certificates, pro rata, without regard to priority amount A, until their respective class certificate balances are reduced to zero.
 
Subordinated Certificates; Applicable Credit Support Percentage Trigger:
 
On each distribution date, to the extent of available funds available therefor, the principal amount, up to the subordinated principal distribution amount, will be distributed as principal of the subordinated certificates in order of seniority, beginning with the Class M Certificates, until their respective class certificate balances are reduced to zero. Each class of subordinated certificates will be entitled to receive its pro rata share of the subordinated principal distribution amount (based on its respective class certificate balance); provided, that if the applicable credit support percentage of a class of subordinated certificates (other than the class of subordinated certificates then outstanding with the highest distribution priority) is less than the original applicable credit support percentage for that class (referred to as a “restricted class”), each restricted class will not receive distributions of partial principal prepayments and prepayments in full. Instead, the portion of the partial principal prepayments and prepayments in full otherwise distributable to the restricted classes will be allocated to those classes of subordinated certificates that are not restricted classes, pro rata, based upon their respective class certificate balances, and distributed in the sequential order described above.
 
Allocation of Realized Losses
 
On each distribution date, the amount of any realized losses on the mortgage loans will be allocated in the following order:
 
·  
first, to the subordinated certificates in the reverse order of their priority of distribution, beginning with the class of subordinated certificates outstanding, with the lowest distribution priority until their respective class certificate balances are reduced to zero, and
 
S-17

 

 
·  
second, concurrently, to the senior certificates (other than the notional amount certificates) pro rata, based upon their respective class certificate balances, or in the case of the Class 1-A-6, Class 1-A-7, Class 1-A-14, Class 1-A-15, Class 1-A-17 and Class 1-A-18 Certificates, on the basis of the lesser of their respective class certificate balances immediately prior to that distribution date and their respective initial class certificate balances, until their respective class certificate balances are reduced to zero, except that any realized losses that would otherwise be allocated to the Class 1-A-2, Class 1-A-8, Class 1-A-14 and Class 1-A-22 Certificates will instead be allocated to the Class 1-A-3, Class 1-A-25, Class 1-A-15 and Class 1-A-23 Certificates, respectively, until their respective class certificate balances are reduced to zero.
 
In addition, if, on any distribution date, following all distributions and the allocation of realized losses, the aggregate class certificate balance of all classes of certificates exceeds the pool principal balance, then the class certificate balance of the class of subordinated certificates then outstanding with the lowest distribution priority will be reduced by the amount of the excess.
 
Credit Enhancement
 
The issuance of senior certificates and subordinated certificates by the issuing entity is designed to increase the likelihood that senior certificateholders will receive regular distributions of interest and principal.
 
Subordination
 
The senior certificates will have a distribution priority over the classes of subordinated certificates. Among the subordinated certificates offered by this prospectus supplement, the Class M Certificates will have a distribution priority over the Class B Certificates. Within the Class B Certificates, each class of certificates will have a distribution priority over those classes of Class B Certificates with a higher numerical designation.
 
Subordination is designed to provide the holders of certificates with a higher distribution priority with protection against losses realized when the remaining unpaid principal balance of a mortgage loan exceeds the proceeds recovered upon the liquidation of that mortgage loan. In general, this loss protection is accomplished by allocating the realized losses on the mortgage loans, first to the subordinated certificates, beginning with the class of subordinated certificates then outstanding with the lowest distribution priority, and second to the senior certificates (other than the notional amount certificates) in accordance with the priorities set forth above under “— Allocation of Realized Losses.
 
Additionally, as described above under “— Principal Payments,” the senior prepayment percentage (which determines the allocation of the net principal prepayments between the senior certificates and the subordinated certificates) will exceed the senior percentage (which represents the senior certificates (other than the notional amount certificates) as a percentage of all the certificates (other than the notional amount certificates) for at least the first 9 years after the closing date. This disproportionate allocation of unscheduled payments of principal will have the effect of accelerating the amortization of the senior certificates which receive these unscheduled payments of principal while, in the absence of realized losses, increasing the interest in the principal balance of the mortgage pool evidenced by the subordinated certificates. Increasing the respective interest of the subordinated certificates relative to that of the senior certificates is intended to preserve the availability of the subordination provided by the subordinated certificates.
 
See “Description of the Certificates — Allocation of Losses” in this prospectus supplement and “Credit Enhancement — Subordination” in this prospectus supplement and in the prospectus.
 
Advances
 
The master servicer will make cash advances with respect to delinquent payments of principal and interest on the mortgage loans to the extent the master servicer reasonably believes that the cash advances can be repaid from future payments on the mortgage loans. These cash advances are only intended to maintain a regular flow of scheduled interest and principal payments on the certificates and are not intended to guarantee or insure against losses.
 
See “Servicing of Mortgage Loans — Advances” in this prospectus supplement.
 
Repurchase, Substitution and Purchase of Mortgage Loans
 
The sellers will be required to repurchase, or substitute, with a replacement mortgage loan, any mortgage loan as to which there exists deficient documentation or as to which there has been an uncured breach of any representation or warranty relating to the characteristics of the mortgage loans that materially and adversely affects the interests of the certificateholders in that mortgage loan.
 
S-18

 

 
Additionally, the master servicer may purchase from the issuing entity any mortgage loan that is delinquent in payment by 151 days or more according to the MBA Method.
 
If a borrower requests a reduction to the mortgage rate for the related mortgage loan, the master servicer is required to agree to that reduction if Countrywide Home Loans, Inc., in its corporate capacity, agrees to purchase that mortgage loan from the issuing entity. Countrywide Home Loans, Inc. will be obligated to purchase that mortgage loan upon modification of the mortgage rate by the master servicer. See “Servicing of Mortgage Loans — Certain Modifications and Refinancings” in this prospectus supplement.
 
The purchase price for any mortgage loans repurchased or purchased by a seller or the master servicer will be generally equal to the stated principal balance of the mortgage loan plus interest accrued at the applicable mortgage rate (and in the case of purchases by the master servicer, less the master servicing fee rate).
 
See “The Mortgage Pool — General”, “— Assignment of the Mortgage Loans” and “Description of the Certificates — Optional Purchase of Defaulted Loans” in this prospectus supplement and “Loan ProgramRepresentations by Sellers; Repurchases” in the prospectus.
 
Optional Termination
 
The master servicer may purchase all of the remaining assets of the issuing entity and retire all the outstanding classes of certificates on or after the distribution date on which the aggregate stated principal balance of the mortgage loans and any related real estate owned by the issuing entity is less than or equal to 10% of the sum of (x) the aggregate stated principal balance of the closing date mortgage loans as of the initial cut-off date and (y) any pre-funded amount on the closing date.
 
See “Description of the Certificates — Optional Termination” in this prospectus supplement.
 
Tax Status
 
For federal income tax purposes, the issuing entity (exclusive of the pre-funding account and the capitalized interest account) will consist of one or more REMICs in a tiered structure: one or more underlying REMICs (if any) and the master REMIC. The assets of the lowest underlying REMIC in this tiered structure (or the master REMIC if there are no underlying REMICs) will consist of the mortgage loans and any other assets designated in the pooling and servicing agreement. The master REMIC will issue the several classes of certificates, which, other than the Class A-R Certificates, will represent the regular interests in the master REMIC. The Class 1-A-9 Certificates will also represent the right to receive yield supplement amounts from the reserve fund. The Class A-R Certificates will represent ownership of both the residual interest in the master REMIC and the residual interests in any underlying REMICs.
 
The reserve fund will not constitute any part of any REMIC described in the pooling and servicing agreement.
 
See “Material Federal Income Tax Consequences” in this prospectus supplement and in the prospectus.
 
ERISA Considerations
 
The offered certificates (other than the Class X and Class A R Certificates) may be purchased by a pension or other benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or by an entity investing the assets of such a benefit plan, so long as certain conditions are met. The Class 1-A-9 Certificates may not be acquired or held by a person investing assets of any such plans or arrangements before the distribution date in May 2008, unless such acquisition or holding is eligible for the exemptive relief available under one of the class exemptions or the statutory exemption described in this prospectus supplement under “ERISA Considerations - ERISA Considerations With Respect to the Reserve Fund.”
 
See “ERISA Considerations” in this prospectus supplement and in the prospectus.
 
Legal Investment
 
The senior certificates and the Class M Certificates will be “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984 as long as they are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization. None of the other classes of offered certificates will be “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984.
 
S-19

 

 
See “Legal Investment” in the prospectus.
 
S-20

 
Summary of Transaction Parties
 
chart
 
S-21


Risk Factors
 
The following information, which you should carefully consider, identifies significant sources of risk associated with an investment in the certificates. You should also carefully consider the information under “Risk Factors” beginning on page 2 in the prospectus.
 
Your Yield Will Be Affected By Prepayments
 
Borrowers may, at their option, prepay their mortgage loans in whole or in part at any time. We cannot predict the rate at which borrowers will repay their mortgage loans. The prepayment experience of the mortgage loans may be affected by many factors, including:
 
·  general economic conditions,
 
·  the level of prevailing interest rates,
 
·  the availability of alternative financing,
 
·  the applicability of prepayment charges, and
 
·  homeowner mobility.
 
A prepayment of a mortgage loan, however, will result in a prepayment on the certificates.
 
The rate and timing of prepayment of the mortgage loans will affect the yields to maturity and weighted average lives of the certificates. You will bear any reinvestment risks from faster or slower prepayments of mortgage loans.
 
·  If you purchase your certificates at a discount and principal is repaid slower than you anticipate, then your yield may be lower than you anticipate.
 
·  If you purchase notional amount certificates or certificates at a premium and principal is repaid faster than you anticipate, then your yield may be lower than you anticipate.
 
·  If you purchase notional amount certificates and principal is repaid faster than you anticipated, you may lose your initial investment.
 
·  Approximately 0.74% of the initial mortgage loans by aggregate stated principal balance of the initial mortgage loans as of the initial cut-off date require (and certain of the other mortgage loans may require) the mortgagor to pay a charge if the mortgagor prepays the mortgage loan during periods of up to five years after the mortgage loan was originated. A prepayment charge may discourage a mortgagor from prepaying the mortgage loan during the applicable period. Prepayment charges will not be available for distribution to the certificateholders.
 
·  In addition, the yields to maturity and weighted average lives of the senior certificates will be affected by any prepayment resulting from the distribution of amounts (if any) on deposit in the pre-funding account.
 
S-22

 
   
See “Yield, Prepayment and Maturity Considerations” in this prospectus supplement for a description of factors that may influence the rate and timing of prepayments on the mortgage loans.
     
Your Yield May Be Affected By The Interest Only Feature Of Some Of The Mortgage Loans
 
Approximately 43.67% of the initial mortgage loans, by aggregate stated principal balance of the initial mortgage loans as of the initial cut-off date, require (and certain of the other mortgage loans may require) monthly payments of only accrued interest for the first ten years after origination. The borrower is not required to pay any principal on the borrower’s loan during this interest-only period but thereafter is required to make monthly payments sufficient to amortize the loan over its remaining term. These loans are sometimes referred to as interest-only loans. Interest-only loans have only recently been originated in significant volumes. As a result, the long-term performance characteristics of interest-only loans are largely unknown.
 
Because interest only loans initially require only the payment of interest, a borrower may be able to borrow a larger amount than would have been the case for a fully amortizing mortgage loan. Interest only loans may have risks and payment characteristics that are not present with fully amortizing mortgage loans, including the following:
 
·  no principal distributions will be made to certificateholders from interest only loans during their interest only period except in the case of a prepayment, which may extend the weighted average lives of the certificates,
 
·  during the interest only period, interest only loans may be less likely to be prepaid since the perceived benefits of refinancing may be less than with a fully amortizing mortgage loan,
 
·  as the end of the interest only period approaches, an interest only loan may be more likely to be refinanced in order to avoid the increase in the monthly payment required to amortize the loan over its remaining term,
 
·  interest only loans may be more likely to default than fully amortizing loans at the end of the interest only period due to the increased monthly payment required to amortize the loan over its remaining term, and
 
·  if an interest only loan defaults, the severity of loss may be greater due to the larger unpaid principal balance.
     
   
See “Description of the Certificates — Interest” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement for more information.
 
S-23

 
The Yields On The LIBOR Certificates Will Be Affected By The Level Of LIBOR
 
The pass-through rate on the Class 1-A-9 Certificates will be based on LIBOR plus a margin, subject to a cap. The pass-through rate on the Class 1-A-20 Certificates will be based on a fixed rate minus LIBOR. The yields on the LIBOR Certificates will be affected by the level of LIBOR. If the level of LIBOR is different than the level you expect, then the yield on your LIBOR Certificates may be lower than you expect. The pass-through rate on the Class 1-A-20 Certificates may be as little as 0%.
     
   
See “Description of the Certificates — Interest” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement for more information.
     
Your Yield Will Be Affected By How Distributions Are Allocated To The Certificates
 
The timing of principal payments on the certificates will be affected by a number of factors, including:
 
·  the extent of prepayments on the mortgage loans,
 
·  how payments of principal are allocated among the classes of certificates as specified on page S-59,
 
·  whether the master servicer exercises its right, in its sole discretion, to terminate the issuing entity,
 
·  the rate and timing of payment defaults and losses on the mortgage loans, and
 
·  repurchases of mortgage loans for material breaches of representations and warranties.
 
Because distributions on the certificates are dependent upon the payments on the mortgage loans, we cannot guarantee the amount of any particular payment or the amount of time that will elapse before the issuing entity is terminated.
     
   
See “Description of the Certificates — Principal,” and “— Optional Termination” in this prospectus supplement for a description of the manner in which principal will be paid to the certificates. See “The Mortgage Pool — Assignment of the Mortgage Loans” in this prospectus supplement for more information regarding the repurchase or substitution of mortgage loans.
     
Subordinated Certificates Have A Greater Risk Of Loss Because Of Subordination: Credit Enhancement May Not Be Sufficient To Protect Senior Certificates From Losses
 
The certificates are not insured by any financial guaranty insurance policy. The subordination features are intended to enhance the likelihood that the senior certificateholders will receive regular payments of interest and principal.
 
Subordination. Credit enhancement will be provided for the certificates, first, by the right of the holders of more senior classes of certificates to receive payments of principal before the classes subordinated to them and, second, by the allocation of realized losses to subordinated classes in the reverse order of their priority of distribution. This form of credit enhancement uses collections on the mortgage loans otherwise payable to holders of subordinated classes to pay amounts due on more senior classes. Collections otherwise payable to subordinated classes comprise the sole source of funds from which this type of credit enhancement is provided. Realized losses are allocated first to the subordinated certificates in the reverse order of their priority of distribution, beginning with the subordinated certificates then outstanding with the lowest distribution priority, until the principal balance of each class of subordinated certificates has been reduced to zero. Accordingly, if the aggregate principal balance of each subordinated class were to be reduced to zero, delinquencies and defaults on the mortgage loans would reduce the amount of funds available for monthly distributions to holders of the senior certificates. Realized losses allocable to the senior certificates (other than the notional amount certificates) will be allocated among the classes of senior certificates on a pro rata basis. However, realized losses that would otherwise be allocated to the Class 1-A-2, Class 1-A-8, Class 1-A-14 and Class 1-A-22 Certificates will instead be allocated to the Class 1-A-3, Class 1-A-25, Class 1-A-15 and Class 1-A-23 Certificates, respectively, until their respective class certificate balances are reduced to zero.  
 
S-24

 
   
Investors in a class of super senior certificates should note that the initial class certificate balance of the related class of senior support certificates is substantially lower than the initial class certificate balance of that class of super senior certificates, and consequently, the related class of senior support certificates will be able to absorb only a limited amount of realized losses that are otherwise allocable to that class of super senior certificates.
 
Among the subordinated certificates, the Class M Certificates are the least subordinated, that is, they have the highest distribution priority. Within the Class B Certificates, the distribution priority is in numerical order.
     
   
See “Description of the Certificates — Allocation of Losses” in this prospectus supplement, and “Credit Enhancement — Subordination” in this prospectus supplement and in the prospectus.
     
Possible Prepayment On The Senior Certificates Due To Inability To Acquire Supplemental Mortgage Loans
 
The ability of the issuing entity to acquire supplemental mortgage loans depends on the ability of Countrywide Home Loans to originate or acquire mortgage loans during the period ending no later than the last day of the calendar month following the month in which the closing date occurs that meet the eligibility criteria for supplemental mortgage loans described in this prospectus supplement. The ability of Countrywide Home Loans to originate or acquire eligible supplemental mortgage loans will be affected by a number of factors including prevailing interest rates, employment levels and economic conditions generally.
     
   
If any of the amounts on deposit in the pre-funding account allocated to purchase supplemental mortgage loans cannot be used for that purpose, those amounts will be distributed to holders of the senior certificates as a prepayment of principal no later than the second distribution date.
 
S-25

 
Certain Interest Shortfalls Will Be Allocated To The Certificates Which Could Result In Shortfalls On The Payments Of The Certificates
 
When a borrower makes a full or partial prepayment on a mortgage loan, the amount of interest that the borrower is required to pay may be less than the amount of interest holders of certificates would otherwise be entitled to receive with respect to the mortgage loan. The master servicer is required to reduce the master servicing fee to offset this shortfall, but the reduction for any distribution date is limited to an amount equal to the product of one-twelfth of 0.125% and the aggregate stated principal balance of the mortgage loans. If the aggregate amount of interest shortfalls resulting from prepayments on the mortgage loans exceeds the amount of the reduction in the master servicing fee, the interest entitlement for each class of certificates will be reduced proportionately by the amount of this excess.
     
   
In addition, your certificates may be subject to certain shortfalls in interest collections arising from the application of the Servicemembers Civil Relief Act and similar state laws (referred to as the Relief Act). The Relief Act limits the interest charged on a mortgage loan for certain borrowers in excess of 6% per annum during the period of the borrower’s active duty. These shortfalls are not required to be paid by the borrower at any future time, will not be offset by a reduction to the master servicing fee and will reduce the accrued interest on each class of certificates on a pro rata basis. In addition, pursuant to the laws of various states, under certain circumstances, payments on mortgage loans by residents in such states who are called into active duty with the National Guard or the reserves will be deferred. These state laws may also limit the ability of the servicer to foreclose on the related mortgaged property. This could result in delays or reductions in payment and increased losses on the mortgage loans which would be borne by the certificateholders. See “Risk Factors — Impact of World Events” in the prospectus.
     
Certain Mortgage Loans Do Not Yet Have A Payment Due
 
Approximately 29.89% of the initial mortgage loans by aggregate stated principal balance of the initial mortgage loans as of the initial cut-off date have an initial payment date after the due date in the month of the first distribution date. Countrywide Home Loans will deposit an amount equal to one month's interest on these loans into the distribution account prior to the first distribution date. As a result, there will be no principal paid with respect to these loans on the first distribution date. In addition, if Countrywide Home Loans were unable or unwilling to deposit such amount, there would not be enough interest collections to distribute the required amount of interest on the certificates.
     
Certificates May Not Be Appropriate For Some Investors
 
The offered certificates may not be an appropriate investment for investors who do not have sufficient resources or expertise to evaluate the particular characteristics of each applicable class of offered certificates. This may be the case because, among other things:
 
·  the yield to maturity of offered certificates purchased at a price other than par will be sensitive to the uncertain rate and timing of principal prepayments on the mortgage loans;
 
·  the rate of principal distributions on, and the weighted average lives of, the offered certificates will be sensitive to the uncertain rate and timing of principal prepayments on the mortgage loans and the priority of principal distributions among the classes of certificates. Accordingly, the offered certificates may be an inappropriate investment if you require a distribution of a particular amount of principal on a specific date or an otherwise predictable stream of distributions;
 
S-26

 
   
·  you may not be able to reinvest distributions on an offered certificate (which, in general, are expected to be greater during periods of relatively low interest rates) at a rate at least as high as the pass-through rate applicable to your certificate; or
     
   
·  a secondary market for the offered certificates may not develop or provide certificateholders with liquidity of investment.
     
Geographic Concentration Increases Risk That Certificate Yields Could Be Impaired
 
The table under “The Mortgage Pool — Geographic Distribution of Mortgaged Properties” in Annex A to this prospectus supplement sets forth the geographic concentration of the mortgaged properties as of the initial cut-off date, including the percentage by principal balance of the initial mortgage loans secured by mortgaged property located in California. Homes in California are more susceptible than homes located in other parts of the country to certain types of uninsurable hazards, such as earthquakes, floods, mudslides and other natural disasters. In addition,
     
   
·  economic conditions in states with significant concentrations (which may or may not affect real property values) may affect the ability of borrowers to repay their loans on time;
     
   
·  declines in the residential real estate market in states with significant concentrations may reduce the values of properties located in those states, which would result in an increase in the loan-to-value ratios; and
 
·  any increase in the market value of properties located in states with concentrations would reduce the loan-to-value ratios and could, therefore, make alternative sources of financing available to the borrowers at lower interest rates, which could result in an increased rate of prepayment of the mortgage loans.
     
Inability To Replace Master Servicer Could Affect Collections And Recoveries On The Mortgage Loans
 
The structure of the master servicing fee might affect the ability to find a replacement master servicer. Although the trustee is required to replace the master servicer if the master servicer is terminated or resigns, if the trustee is unwilling (including, for example, because the master servicing fee is insufficient) or unable (including, for example, because the trustee does not have the systems to service mortgage loans), it may be necessary to appoint a replacement master servicer. Because the master servicing fee is structured as a percentage of the stated principal balance of each mortgage loan, it may be difficult to replace the master servicer at a time when the balance of the mortgage loans has been significantly reduced because the fee may be insufficient to cover the costs associated with servicing the mortgage loans and related REO Properties remaining in the pool. The performance of the mortgage loans may be negatively impacted, beyond the expected transition period during a servicing transfer, if a replacement master servicer is not retained within a reasonable amount of time.
 
S-27

 
Recent Developments in the Residential Mortgage Market May Adversely Affect the Performance and Market Value of Your Securities
 
Recently, the residential mortgage market in the United States has experienced a variety of difficulties and changed economic conditions that may adversely affect the performance and market value of  your securities.  Delinquencies and losses with respect to residential mortgage loans generally have increased in recent months, and may continue to increase, particularly in the subprime sector.  In addition, in recent months housing prices and appraisal values in many states have declined or stopped appreciating, after extended periods of significant appreciation.  A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on residential mortgage loans generally. 
 
Investors should note that delinquencies generally have been increasing with respect to securitizations sponsored by Countrywide Home Loans, Inc. See “Static Pool Data” in this prospectus supplement and the Internet website referenced in that section for delinquency and loss information regarding certain prior securitized pools of Countrywide Home Loans, Inc.
 
Numerous laws, regulations and rules related to the servicing of mortgage loans, including foreclosure actions, have been proposed recently by federal, state and local governmental authorities. If enacted, these laws, regulations and rules may result in delays in the foreclosure process, reduced payments by borrowers or increased reimbursable servicing expenses, which are likely to result in delays and reductions in the distributions to be made to certificateholders. Certificateholders will bear the risk that these future regulatory developments will result in losses on their certificates, whether due to delayed or reduced distributions or reduced market value.
 
Some of the statements contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items. These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words. Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results. Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control. Because we cannot predict the future, what actually happens may be very different from what we predict in our forward-looking statements.
 
S-28

 
The Mortgage Pool
 
General
 
The depositor, CWMBS, Inc., will purchase the mortgage loans in the mortgage pool from Countrywide Home Loans, Inc. (“Countrywide Home Loans”) and one or more other sellers affiliated with Countrywide Financial Corporation (each of which is referred to as a seller and, together they are referred to as the “sellers”), pursuant to a pooling and servicing agreement (the “pooling and servicing agreement”) dated as of May 1, 2007 among the sellers, Countrywide Home Loans Servicing LP, as master servicer, the depositor and The Bank of New York, as trustee, and will cause the mortgage loans to be assigned to the trustee for the benefit of the holders of the certificates. The mortgage loans that are purchased by the depositor and assigned to the trustee on the closing date and that are listed in the tables in Annex A are referred to as the “Initial Mortgage Loans”. The Initial Mortgage Loans, together with any other mortgage loans that are purchased by the depositor and assigned to the trustee on the closing date are referred to as the “Closing Date Mortgage Loans.” Each seller, other than Countrywide Home Loans, will be a special purpose entity established by Countrywide Financial Corporation or one or more of its subsidiaries, which will sell mortgage loans previously acquired from Countrywide Home Loans.
 
Under the pooling and servicing agreement, Countrywide Home Loans will make certain representations, warranties and covenants to the depositor relating to, among other things, the due execution and enforceability of the pooling and servicing agreement and certain characteristics of the mortgage loans. In addition each of the sellers will represent and warrant that, prior to the sale of the related mortgage loans to the depositor, the applicable seller had good title to the mortgage loans sold by it, was the sole owner of those mortgage loans free and clear of any pledge, lien, encumbrance or other 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 those mortgage loans pursuant to the pooling and servicing agreement. Subject to the limitations described in the next sentence and under “— Assignment of the Mortgage Loans,” Countrywide Home Loans (or the related seller, in the case of the representation regarding good title) will be obligated to repurchase or substitute a similar mortgage loan for any mortgage loan as to which there exists deficient documentation or as to which there has been an uncured breach of any representation or warranty relating to the characteristics of the mortgage loans that materially and adversely affects the interests of the certificateholders in that mortgage loan. Countrywide Home Loans will represent and warrant to the depositor in the pooling and servicing agreement that the mortgage loans were selected from among the outstanding one-to-four family mortgage loans in Countrywide Home Loans’ portfolio as to which the representations and warranties set forth in the pooling and servicing agreement can be made and that the selection was not made in a manner intended to affect the interests of the certificateholders adversely. See “Loan Program — Representations by Sellers; Repurchases” in the prospectus. 
 
Under the pooling and servicing agreement, the depositor will assign all its right, title and interest in the representations, warranties and covenants (including the sellers’ repurchase or substitution obligation) to the trustee for the benefit of the certificateholders. The depositor will represent that following the transfer of the mortgage loans to it by the sellers, the depositor had good title to the mortgage loans and that each of the mortgage notes was subject to no offsets, defenses or counterclaims. The depositor will make no other representations or warranties with respect to the mortgage loans and will have no obligation to repurchase or substitute mortgage loans with deficient documentation or which are otherwise defective. The sellers are selling the mortgage loans without recourse and will have no obligation with respect to the certificates in their respective capacities as sellers other than the repurchase or substitution obligation described above. The obligations of the master servicer, with respect to the certificates, are limited to the master servicer’s contractual servicing obligations under the pooling and servicing agreement.
 
The statistical information with respect to the Initial Mortgage Loans set forth in this prospectus supplement is based on the Stated Principal Balance of the Initial Mortgage Loan as of the later of (x) May 1, 2007 and (y) the date of origination of such mortgage loan (referred to as, the “initial cut-off date”). The depositor believes that the information set forth in this prospectus supplement regarding the Initial Mortgage Loans as of the initial cut-off date is representative of the characteristics of the mortgage loans that will be delivered on the closing date. However, certain Initial Mortgage Loans may prepay or may be determined not to meet the eligibility requirements for inclusion in the final mortgage pool. A limited number of mortgage loans may be substituted for the Initial Mortgage Loans described in this prospectus supplement and mortgage loans may be added, although any addition or substitution will not result in a material difference in the mortgage pool on the closing date or the final mortgage pool at the end of the Funding Period. As a result, the initial cut-off date information regarding the actual mortgage loans delivered on the closing date and the final mortgage pool delivered at the end of the Funding Period may vary somewhat from the initial cut-off date information regarding the Initial Mortgage Loans presented in this prospectus supplement.
 
S-29

 
As of the initial cut-off date, the aggregate Stated Principal Balance of the Initial Mortgage Loans will be approximately $795,282,868 (which is referred to as the “Initial Cut-off Date Pool Principal Balance”). Approximately 43.67% of the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the initial cut-off date only require the related mortgagors to pay interest on the principal balance of the mortgage loan for the first ten years after their origination, but require that the entire principal balance of the mortgage loan be fully amortized over the related remaining term of the mortgage loan. The remaining mortgage loans provide for the amortization of the amount financed over a series of substantially equal monthly payments. All of the Initial Mortgage Loans will provide that payments are due on the first day of each month (the “Due Date”). All of the mortgage loans to be included in the issuing entity will be evidenced by promissory notes secured by first lien deeds of trust, security deeds or mortgages on one-to-four family residential properties. At origination, substantially all of the Initial Mortgage Loans will have stated terms to maturity of 30 years. Scheduled monthly payments made by the mortgagors on the mortgage loans (referred to as scheduled payments) either earlier or later than their scheduled Due Dates will not affect the amortization schedule or the relative application of the payments to principal and interest. Except for ten Initial Mortgage Loans constituting not more than 0.74% of the Initial Cut-off Date Pool Principal Balance, the mortgagors may prepay their mortgage loans at any time without charge. The prepayment charge period for those mortgage loans will be up to five years. Any prepayment charges received on those mortgage loans will not be distributed to certificateholders.

The earliest first payment date of any Initial Mortgage Loan was on or after August 1, 2006.
 
The latest stated maturity date of any Initial Mortgage Loan will be December 1, 2037. The earliest stated maturity date of any Initial Mortgage Loan will be May 1, 2032.

As of the closing date, all payments due with respect to each Initial Mortgage Loan prior to the initial cut-off date have been made. As of the initial cut-off date, no Initial Mortgage Loan has been delinquent 30 or more days in the last twelve months. Delinquencies with respect to the mortgage loans will be recognized in accordance with the MBA Method. See “The Agreements — Delinquency Calculation Methods” in the prospectus for more information about the MBA Method.
 
As of the initial cut-off date, no Initial Mortgage Loan was subject to a buydown agreement. No Initial Mortgage Loan provides for deferred interest or negative amortization.
 
Whenever reference is made in this prospectus supplement to a percentage of some or all of the Initial Mortgage Loans, that percentage is determined on the basis of the Stated Principal Balance of such Initial Mortgage Loan as of the initial cut-off date, unless otherwise specified. The Initial Cut-off Date Pool Principal Balance of the mortgage loans set forth above is subject to a variance of plus or minus five percent.
 
No Initial Mortgage Loan had a Loan-to-Value Ratio at origination of more than 100.00%. Generally, each mortgage loan with a Loan-to-Value Ratio at origination of greater than 80% will be covered by a primary mortgage guaranty insurance policy issued by a mortgage insurance company acceptable to Fannie Mae or Freddie Mac. The policy provides coverage in an amount equal to a specified percentage times the sum of the remaining principal balance of the related mortgage loan, the accrued interest thereon and the related foreclosure expenses. The specified coverage percentage for mortgage loans with terms to maturity between 25 and 30 years is generally,
 
·
12% for Loan-to-Value Ratios between 80.01% and 85.00%,
 
·
25% for Loan-to-Value Ratios between 85.01% and 90.00%,
 
·
30% for Loan-to-Value Ratios between 90.01% and 95.00%, and
 
S-30

 
·
35% for Loan-to-Value Ratios between 95.01% and 100%.
 
The specified coverage percentage for mortgage loans with terms to maturity of up to 20 years ranges from:
 
·
6% to 12% for Loan-to-Value Ratios between 80.01% and 85.00%,
 
·
12% to 20% for Loan-to-Value Ratios between 85.01% and 90.00%, and
 
·
20% to 25% for Loan-to-Value Ratios between 90.01% and 95.00%.
 
The required coverage percentage of mortgage insurance is determined by the type, term and Loan-to-Value Ratio of the mortgage loan and may also vary based on occupancy type. However, under certain circumstances, the specified coverage level may vary from the foregoing. With respect to four Initial Mortgage Loans representing 0.23% of the Initial Cut-off Date Pool Principal Balance, the lender (rather than the borrower) acquired the primary mortgage guaranty insurance and charged the related borrower an interest premium. Except for these lender acquired mortgage insurance mortgage loans, no primary mortgage guaranty insurance policy will be required with respect to any mortgage loan if maintaining the policy is prohibited by applicable law or after the date on which the related Loan-to-Value Ratio is 80% or less or, based on a new appraisal, the principal balance of the mortgage loan represents 80% or less of the new appraised value. The primary mortgage guaranty insurance policy will be maintained for the life of the lender acquired mortgage insurance mortgage loans unless otherwise provided in the mortgage note or prohibited by law.
 
The “Loan-to-Value Ratio” of a mortgage loan at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the related mortgage loan at the date of determination and the denominator of which is the Collateral Value. The “Collateral Value” is:
 
·
in the case of a purchase, the lesser of the selling price of the mortgaged property or its appraised value at the time of sale, or
 
·
in the case of a refinance, the appraised value of the mortgaged property at the time of the refinance, except as described in the following sentence.
 
If the mortgagor is refinancing an existing mortgage loan that was originated or acquired by Countrywide Home Loans, and that existing mortgage loan meets the delinquency criteria set forth in the pooling and servicing agreement, then with respect to the refinanced mortgage loan,
 
·
if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was 80% or less and the loan amount of the new loan being originated is $650,000 or less, then the “Loan-to-Value Ratio” will be the ratio of the principal amount of the new mortgage loan being originated divided by the appraised value of the related mortgaged property at the time of the origination of the mortgage loan being refinanced; or
 
·
if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was greater than 80% or the loan amount of the new loan being originated is greater than $650,000, then the “Loan-to-Value Ratio” will be the ratio of the principal amount of the new mortgage loan being originated divided by the appraised value of the related mortgaged property as determined by a limited appraisal report at the time of the origination of the new mortgage loan. See “— Underwriting Process” in this prospectus supplement.
 
No assurance can be given that the value of any mortgaged property has remained or will remain at the level that existed on the appraisal or sales date. If residential real estate values generally or in a particular geographic area decline, the Loan-to-Value Ratios might not be a reliable indicator of the rates of delinquencies, foreclosures and losses that could occur with respect to the mortgage loans.
 
Although all of the mortgage loans are secured by first liens, the tables set forth in Annex A include certain Combined Loan-to-Value Ratios. The “Combined Loan-to-Value Ratio” of a mortgage loan originated by Countrywide Home Loans is a fraction, expressed as a percentage, the numerator of which is the sum of (i) the principal balance of the mortgage loan at origination and (ii) the outstanding principal balance at origination of the mortgage loan of any junior mortgage loan(s) originated by Countrywide Home Loans contemporaneously with the origination of the senior mortgage loan (or, in the case of any open-ended junior revolving home equity line of credit, the maximum available line of credit with respect to that junior mortgage loan), and the denominator of which is the Collateral Value. If a mortgage loan was originated by Countrywide Home Loans in connection with the refinancing of an existing mortgage loan, the numerator of the Combined Loan-to-Value Ratio for that mortgage loan will also include the outstanding principal balance at origination of any junior mortgage loan(s) originated by Countrywide Home Loans during the 12 months following the origination of the mortgage loan being refinanced.
 
S-31

 
Further statistical information regarding certain characteristics of the Initial Mortgage Loans as of the initial cut-off date is set forth in Annex A hereto.
 
Assignment of the Mortgage Loans
 
Pursuant to the pooling and servicing agreement, on the closing date, the depositor will sell, transfer, assign, set over and otherwise convey without recourse to the trustee in trust for the benefit of the certificateholders all right, title and interest of the depositor in and to each mortgage loan and all right, title and interest in and to all other assets included in CHL Mortgage Pass-Through Trust 2007-8, including all principal and interest received on or with respect to the Closing Date Mortgage Loans, but not any principal and interest due on or before the initial cut-off date, and amounts on deposit in the Pre-funding Account and the Capitalized Interest Account on the closing date.
 
In connection with the transfer and assignment of a mortgage loan, the depositor will deliver or cause to be delivered to the trustee, or a custodian for the trustee, the mortgage file, which contains among other things,
 
·
the original mortgage note (and any modification or amendment to it) endorsed in blank without recourse, except that the depositor may deliver or cause to be delivered a lost note affidavit in lieu of any original mortgage note that has been lost;
 
·
the original instrument creating a first lien on the related mortgaged property with evidence of recording indicated thereon or a copy of such instrument;
 
·
an assignment in recordable form of the mortgage or a copy of such assignment;
 
·
the original or a copy of the title policy with respect to the related mortgaged property; and
 
·
if applicable, all recorded intervening assignments of the mortgage or copies thereof and any riders or modifications to the mortgage note and mortgage or copies thereof (except for any documents not returned from the public recording office, which will be delivered to the trustee as soon as the same is available to the depositor).
 
With respect to up to 50% of the Closing Date Mortgage Loans, the depositor may deliver all or a portion of each related mortgage file to the trustee not later than thirty days after the closing date, and not later than twenty days after the relevant Supplemental Transfer Date (as defined below) with respect up to 90% of the Supplemental Mortgage Loans (as defined below) conveyed on such Supplemental Transfer Date. Assignments of the mortgage loans to the trustee (or its nominee) will be recorded in the appropriate public office for real property records, except in states where in the opinion of counsel recording is not required to protect the trustee’s interests in the mortgage loan against the claim of any subsequent transferee or any successor to or creditor of the depositor or any seller or a transferor, as the case may be. The depositor expects that substantially all of the assignments will not be recorded based on an opinion of counsel.
 
The trustee will hold the mortgage loan documents in trust for the benefit of the holders of the certificates in accordance with its customary procedures, including storing the documents in fire-resistant facilities. The trustee will review each mortgage file relating to the Closing Date Mortgage Loans within 90 days of the closing date (or promptly after the trustee’s receipt of any document permitted to be delivered after the closing date) and the documents relating to the Supplemental Mortgage Loans promptly after the trustee’s receipt thereof after the related Supplemental Transfer Date as described above, and if any document in a mortgage file is found to be missing or defective in a material respect and Countrywide Home Loans does not cure the defect within 90 days of notice of the defect from the trustee (or within such longer period not to exceed 720 days after the closing date as provided in the pooling and servicing agreement in the case of missing documents not returned from the public recording office), Countrywide Home Loans will be obligated to repurchase the related mortgage loan from the issuing entity at the purchase price described in the prospectus under “Loan Program — Representations by Sellers; Repurchases.” Rather than repurchase the mortgage loan as provided above, Countrywide Home Loans may remove the mortgage loan (referred to as a deleted mortgage loan) from the issuing entity and substitute in its place another mortgage loan (referred to as a replacement mortgage loan); however, such a substitution is permitted only within two years of the closing date and may not be made unless an opinion of counsel is provided to the trustee to the effect that such a substitution will not disqualify any REMIC or result in a prohibited transaction tax under the Internal Revenue Code of 1986, as amended (the “Code”). Any replacement mortgage loan generally will, on the date of substitution, among other characteristics set forth in the pooling and servicing agreement,
 
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·
have a principal balance, after deduction of all scheduled payments 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 (the amount of any shortfall to be deposited by Countrywide Home Loans in the Certificate Account and held for distribution to the certificateholders on the related Distribution Date (referred to as a “Substitution Adjustment Amount”)),
 
·
have a mortgage rate not lower than, and not more than 1% per annum higher than, that of the deleted mortgage loan,
 
·
have a Loan-to-Value Ratio not higher than that of the deleted mortgage loan,
 
·
have a remaining term to maturity not greater than (and not more than one year less than) that of the deleted mortgage loan, and
 
·
comply with all of the representations and warranties set forth in the pooling and servicing agreement as of the date of substitution.
 
This cure, repurchase or substitution obligation constitutes the sole remedy available to certificateholders or the trustee for omission of, or a material defect in, a mortgage loan document.
 
Notwithstanding the foregoing, in lieu of providing the duly executed assignment of the mortgage to the trustee or copies thereof and the original recorded assignment or assignments of the mortgage together with all interim recorded assignments of such mortgage or copies thereof, above, the depositor may at its discretion provide evidence that the related mortgage is held through the MERS® System. In addition, the mortgages for some or all of the mortgage loans in the issuing entity that are not already held through the MERS® System may, at the discretion of the master servicer, in the future be held through the MERS® System. For any mortgage held through the MERS® System, the mortgage is recorded in the name of Mortgage Electronic Registration Systems, Inc., or MERS, as nominee for the owner of the mortgage loan, and subsequent assignments of the mortgage were, or in the future may be, at the discretion of the master servicer, registered electronically through the MERS® System. For each of these mortgage loans, MERS serves as mortgagee of record on the mortgage solely as a nominee in an administrative capacity on behalf of the trustee, and does not have any interest in the mortgage loan.
 
Conveyance of Supplemental Mortgage Loans
 
If the aggregate Stated Principal Balance of the Closing Date Mortgage Loans, as of the initial cut-off date, is less than $855,000,000, an account (the “Pre-funding Account”) will be established with the trustee on the closing date and funded in an amount equal to the excess of the related amount (the “Pre-funded Amount”) set forth above over the balance of the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the initial cut-off date. As of the date of this prospectus supplement, the Pre-funded Amount is expected to be approximately $59,717,132, but the amount actually deposited in the Pre-funding Account on the closing date will equal the excess, if any, of the aggregate Class Certificate Balance of the certificates as of the closing date, over the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the initial cut-off date. Amounts on deposit in the Pre-funding Account may be used to purchase mortgage loans after the closing date to be included in the aggregate Stated Principal Balance of the mortgage loans. Such mortgage loans are referred to as (“Supplemental Mortgage Loans”).
 
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Any investment income earned from amounts in the Pre-funding Account will be paid to the depositor and will not be available for payments on the certificates. During the period from the closing date to the earlier of the date on which the amount in the Pre-funding Account allocated to purchase Supplemental Mortgage Loans is less than $150,000 and June 30, 2007 (the “Funding Period”), the depositor is expected to purchase Supplemental Mortgage Loans from one or more of the sellers and sell those Supplemental Mortgage Loans to the issuing entity as described below. The purchase price for each Supplemental Mortgage Loan purchased by the trust after the closing date will equal the Stated Principal Balance of the Supplemental Mortgage Loan as of the later of the first day of the month of the transfer to the issuing entity and the date of origination of that mortgage loan (the related “Supplemental Cut-off Date”) and will be paid from the Pre-funding Account. Accordingly, the purchase of Supplemental Mortgage Loans will decrease the amount on deposit in the Pre-funding Account and increase the Stated Principal Balance of the mortgage loans.
 
Because some of the mortgage loans may not be acquired by the issuing entity until after the closing date, there may not be sufficient interest collections from the Initial Mortgage Loans to pay all the interest due on the certificates on the first and possibly the second Distribution Dates. A capitalized interest account (the “Capitalized Interest Account”) will be established and funded on the closing date from which funds (together with any investment earnings thereon) will be drawn upon to offset any interest shortfall on the Distribution Date during and, if necessary, immediately following the Funding Period as a result of the supplemental loan mechanism. Any amounts remaining in the Capitalized Interest Account after making distributions of interest on the first Distribution Date following the end of the Funding Period will be paid to Countywide Home Loans and will not thereafter be available for distribution to certificateholders.
 
Amounts on deposit in the Pre-funding Account and the Capitalized Interest Account will be invested in permitted investments. The Pre-funding Account and the Capitalized Interest Account will not be assets of any REMIC.
 
Pursuant to the pooling and servicing agreement and a supplemental transfer agreement (a “Supplemental Transfer Agreement”) to be executed by the applicable seller, the depositor and the trustee, the conveyance of Supplemental Mortgage Loans may be made on any business day during the Funding Period (a “Supplemental Transfer Date”), subject to the fulfillment of certain conditions in the pooling and servicing agreement, including that the Supplemental Mortgage Loans conveyed on the related Supplemental Transfer Date satisfy the same representations and warranties in the pooling and servicing agreement applicable to all of the mortgage loans, and that, as of the Supplemental Cut-off Date:
 
·
the Supplemental Mortgage Loans conveyed on that Supplemental Transfer Date were selected in a manner reasonably believed not to be adverse to the interests of the certificateholders,
 
·
the trustee receives an opinion of counsel with respect to the validity of the conveyance of the Supplemental Mortgage Loans conveyed on that Supplemental Transfer Date,
 
·
the Supplemental Mortgage Loans conveyed on that Supplemental Transfer Date were originated in accordance with the underwriting standards described in this prospectus supplement,
 
·
each Supplemental Mortgage Loan will have a net mortgage rate greater than or equal to 6.00%,
 
·
the conveyance of the Supplemental Mortgage Loans on that Supplemental Transfer Date will not result in a reduction or withdrawal of any ratings assigned to the offered certificates, and
 
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·
following the conveyance of the Supplemental Mortgage Loans on that Supplemental Transfer Date to the issuing entity, the characteristics of the mortgage pool will not vary by more than the permitted variance specified below from the characteristics listed below; provided that for the purpose of making such calculations, the characteristics for any Closing Date Mortgage Loan will be taken as of the initial cut-off date and the characteristics for any Supplemental Mortgage Loan will be taken as of the related Supplemental Cut-off Date:
 
Characteristic
     
Permitted Variance
or Range
 
Average Stated Principal Balance
 
 
$650,000
   
10%
 
Weighted Average Mortgage Rate
   
6.50%
 
 
10 bps
 
Weighted Average Original Loan-to-Value Ratio
   
73%
 
 
5%
 
Weighted Average Remaining Term to Maturity
   
360 months
   
2 months
 
Weighted Average FICO Credit Score
   
740 points
   
10 points
 
               
Underwriting Process
 
General
 
All of the mortgage loans in the issuing entity will have been originated or acquired by Countrywide Home Loans in accordance with its credit, appraisal and underwriting process. Countrywide Home Loans has been originating mortgage loans since 1969. Countrywide Home Loans’ underwriting process are applied in accordance with applicable federal and state laws and regulations. Except as otherwise provided in this prospectus supplement, the underwriting procedures are consistent with those identified under “Loan Program — Underwriting Standards” in the prospectus.
 
As part of its evaluation of potential borrowers, Countrywide Home Loans generally requires a description of income. If required by its underwriting guidelines, Countrywide Home Loans obtains employment verification providing current and historical income information and/or a telephonic employment confirmation. Such employment verification may be obtained, either through analysis of the prospective borrower’s recent pay stub and/or W-2 forms for the most recent two years, relevant portions of the most recent two years’ tax returns, or from the prospective borrower’s employer, wherein the employer reports the length of employment and current salary with that organization. Self-employed prospective borrowers generally are required to submit relevant portions of their federal tax returns for the past two years.
 
In assessing a prospective borrower’s creditworthiness, Countrywide Home Loans may use FICO Credit Scores. “FICO Credit Scores” are statistical credit scores designed to assess a borrower’s creditworthiness and likelihood to default on a consumer obligation over a two-year period based on a borrower’s credit history. FICO Credit Scores were not developed to predict the likelihood of default on mortgage loans and, accordingly, may not be indicative of the ability of a mortgagor to repay its mortgage loan. FICO Credit Scores range from approximately 250 to approximately 900, with higher scores indicating an individual with a more favorable credit history compared to an individual with a lower score. Under Countrywide Home Loans’ underwriting guidelines, borrowers possessing higher FICO Credit Scores, which indicate a more favorable credit history, and who give Countrywide Home Loans the right to obtain the tax returns they filed for the preceding two years may be eligible for Countrywide Home Loans’ processing program (the “Preferred Processing Program”). Approximately 54.63% of the Initial Mortgage Loans by Initial Cut-off Date Pool Principal Balance have been underwritten pursuant to Countrywide Home Loans’ Preferred Processing Program. Countrywide Home Loans may waive some documentation requirements for mortgage loans originated under the Preferred Processing Program.
 
Periodically the data used by Countrywide Home Loans to complete the underwriting analysis may be obtained by a third party, particularly for mortgage loans originated through a loan correspondent or mortgage broker. In those instances, the initial determination as to whether a mortgage loan complies with Countrywide Home Loans’ underwriting guidelines may be made by an independent company hired to perform underwriting services on behalf of Countrywide Home Loans, the loan correspondent or mortgage broker. In addition, Countrywide Home Loans may acquire mortgage loans from approved correspondent lenders under a program pursuant to which Countrywide Home Loans delegates to the correspondent the obligation to underwrite the mortgage loans to Countrywide Home Loans’ standards. Under these circumstances, the underwriting of a mortgage loan may not have been reviewed by Countrywide Home Loans before acquisition of the mortgage loan and the correspondent represents that Countrywide Home Loans’ underwriting standards have been met. After purchasing mortgage loans under those circumstances, Countrywide Home Loans conducts a quality control review of a sample of the mortgage loans. The number of loans reviewed in the quality control process varies based on a variety of factors, including Countrywide Home Loans’ prior experience with the correspondent lender and the results of the quality control review process itself.
 
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Countrywide Home Loans’ underwriting standards are applied by or on behalf of Countrywide Home Loans to evaluate the prospective borrower’s credit standing and repayment ability and the value and adequacy of the mortgaged property as collateral. Under those standards, a prospective borrower must generally demonstrate that the ratio of the borrower’s monthly housing expenses (including principal and interest on the proposed mortgage loan and, as applicable, the related monthly portion of property taxes, hazard insurance and mortgage insurance) to the borrower’s monthly gross income and the ratio of total monthly debt to the monthly gross income (the “debt-to-income” ratios) are within acceptable limits. The maximum acceptable debt-to-income ratio, which is determined on a loan-by-loan basis varies depending on a number of underwriting criteria, including the Loan-to-Value Ratio, loan purpose, loan amount and credit history of the borrower. In addition to meeting the debt-to-income ratio guidelines, each prospective borrower is required to have sufficient cash resources to pay the down payment and closing costs. Exceptions to Countrywide Home Loans’ underwriting guidelines may be made if compensating factors are demonstrated by a prospective borrower.
 
Countrywide Home Loans may provide secondary financing to a mortgagor contemporaneously with the origination of a mortgage loan, subject to the following limitations: the Loan-to-Value Ratio of the senior (i.e., first) lien may not exceed 80% and the combined Loan-to-Value Ratio may not exceed 100%. Countrywide Home Loans’ underwriting guidelines do not prohibit or otherwise restrict a mortgagor from obtaining secondary financing from lenders other than Countrywide Home Loans, whether at origination of the mortgage loan or thereafter.
 
For all mortgage loans originated or acquired by Countrywide Home Loans, Countrywide Home Loans obtains a credit report relating to the applicant from a credit reporting company. The credit report typically contains information relating to such matters as credit history with local and national merchants and lenders, installment debt payments and any record of defaults, bankruptcy, dispossession, suits or judgments. All adverse information in the credit report is required to be explained by the prospective borrower to the satisfaction of the lending officer.
 
Generally, Countrywide Home Loans obtains appraisals from independent appraisers or appraisal services for properties that are to secure mortgage loans, except with respect to selected borrowers that are refinancing an existing mortgage loan that was originated or acquired by Countrywide Home Loans where, among other things, the mortgage loan has not been more than 30 days delinquent in payment during the previous twelve-month period. The appraisers inspect and appraise the proposed mortgaged property and verify that the property is in acceptable condition. Following each appraisal, the appraiser prepares a report which includes a market data analysis based on recent sales of comparable homes in the area and, when deemed appropriate, a replacement cost analysis based on the current cost of constructing a similar home. All appraisals are required to conform to Fannie Mae or Freddie Mac appraisal standards then in effect.
 
Countrywide Home Loans requires title insurance on all of its mortgage loans secured by first liens on real property. Countrywide Home Loans also requires that fire and extended coverage casualty insurance be maintained on the mortgaged property in an amount at least equal to the principal balance of the related single-family mortgage loan or the replacement cost of the mortgaged property, whichever is less.
 
Countrywide Home Loans’ underwriting guidelines generally allow Loan-to-Value Ratios at origination of up to 95% for purchase money or rate and term refinance mortgage loans with original principal balances of up to $400,000, up to 90% for mortgage loans with original principal balances of up to $650,000, up to 80% for mortgage loans with original principal balances of up to $1,000,000, up to 75% for mortgage loans with original principal balances of up to $1,500,000, and up to 70% for mortgage loans with original principal balances of up to $3,000,000. Under certain circumstances, however, Countrywide Home Loans’ underwriting guidelines allow for Loan-to-Value Ratios of up to 100% for purchase money mortgage loans with original principal balances of up to $375,000.
 
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For cash-out refinance mortgage loans, Countrywide Home Loans’ underwriting guidelines permit Loan-to-Value Ratios at origination of up to 90% for mortgage loans with original principal balances of up to $1,500,000. The maximum “cash-out” amount permitted is $400,000 and is based in part on the original Loan-to-Value Ratio of the related mortgage loan. As used in this prospectus supplement, a refinance mortgage loan is classified as a cash-out refinance mortgage loan by Countrywide Home Loans if the borrower retains an amount greater than the lesser of 2% of the entire amount of the proceeds from the refinancing of the existing loan, or $2,000.
 
Under its underwriting guidelines, Countrywide Home Loans generally permits a debt-to-income ratio based on the borrower’s monthly housing expenses of up to 36% and a debt-to-income ratio based on the borrower’s total monthly debt of up to 40%; provided, however, that if the Loan-to-Value Ratio exceeds 80%, the maximum permitted debt-to-income ratios are 33% and 38%, respectively.
 
Under its underwriting guidelines, Countrywide Home Loans may originate mortgage loans to borrowers who are not U.S. citizens, including permanent and non-permanent residents. The borrower is required to have a valid U.S. social security number or a certificate of foreign status (IRS form W-8). The maximum Loan-to-Value Ratio for these loans is 90%.
 
Servicing of Mortgage Loans
 
General
 
The master servicer will master service all of the mortgage loans in accordance with the terms set forth in the pooling and servicing agreement. The master servicer has agreed to service and administer the mortgage loans in accordance with customary and usual standards of practice of prudent mortgage loan lenders. The master servicer has also agreed to represent and protect the interest of the trustee in the mortgage loans in the same manner as it currently protects its own interest in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a mortgage loan. The master servicer is permitted to make a modification, waiver or amendment of a mortgage loan so long as the modification, waiver or amendment would comply with the general servicing standard described above, not cause any REMIC to fail to qualify as a REMIC, not result in the imposition of certain taxes and not extend the due date for a payment due on the related mortgage note for a period greater than 180 days. A modification, waiver or amendment may initially result in a reduction in the payments made under a mortgage loan, but it is expected that a modification, waiver or amendment will increase the payments made under the mortgage loan over the life of the mortgage loan.
 
The master servicer may perform any of its obligations under the pooling and servicing agreement through one or more subservicers. Notwithstanding any subservicing arrangement, the master servicer will remain liable for its servicing duties and obligations under the pooling and servicing agreement as if the master servicer alone were servicing the mortgage loans. It is expected that as of the closing date Countrywide Home Loans Servicing LP will directly service all of the mortgage loans.
 
Countrywide Home Loans Servicing LP
 
The principal executive offices of Countrywide Home Loans Servicing LP (“Countrywide Servicing”) are located at 7105 Corporate Drive, Plano, Texas 75024. Countrywide Servicing is a Texas limited partnership directly owned by Countrywide GP, Inc. and Countrywide LP, Inc., each a Nevada corporation and a direct wholly owned subsidiary of Countrywide Home Loans. Countrywide GP, Inc. owns a 0.1% interest in Countrywide Servicing and is the general partner. Countrywide LP, Inc. owns a 99.9% interest in Countrywide Servicing and is a limited partner.
 
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Countrywide Home Loans established Countrywide Servicing in February 2000 to service mortgage loans originated by Countrywide Home Loans that would otherwise have been serviced by Countrywide Home Loans. In January and February 2001, Countrywide Home Loans transferred to Countrywide Servicing all of its rights and obligations relating to mortgage loans serviced on behalf of Fannie Mae and Freddie Mac, respectively. In October 2001, Countrywide Home Loans transferred to Countrywide Servicing all of its rights and obligations relating to the bulk of its non-agency loan servicing portfolio (other than the servicing of home equity lines of credit), including with respect to those mortgage loans (other than home equity lines of credit) formerly serviced by Countrywide Home Loans and securitized by certain of its affiliates. While Countrywide Home Loans expects to continue to directly service a portion of its loan portfolio, it is expected that the servicing rights for most newly originated Countrywide Home Loans mortgage loans will be transferred to Countrywide Servicing upon sale or securitization of the related mortgage loans. Countrywide Servicing is engaged in the business of servicing mortgage loans and will not originate or acquire loans, an activity that will continue to be performed by Countrywide Home Loans. In addition to acquiring mortgage servicing rights from Countrywide Home Loans, it is expected that Countrywide Servicing will service mortgage loans for non-Countrywide Home Loans affiliated parties as well as subservice mortgage loans on behalf of other master servicers.
 
In connection with the establishment of Countrywide Servicing, certain employees of Countrywide Home Loans became employees of Countrywide Servicing. Countrywide Servicing has engaged Countrywide Home Loans as a subservicer to perform certain loan servicing activities on its behalf.
 
Countrywide Servicing is an approved mortgage loan servicer for Fannie Mae, Freddie Mac, Ginnie Mae, HUD and VA and is licensed to service mortgage loans in those states where a license is required. Its loan servicing activities are guaranteed by Countrywide Financial and Countrywide Home Loans (when required by the owner of the mortgage loans).
 
Countrywide Home Loans
 
Countrywide Home Loans, Inc., a New York corporation (“Countrywide Home Loans”), is the sponsor for the transaction and also a seller. Countrywide Home Loans is a direct wholly owned subsidiary of Countrywide Financial Corporation, a Delaware corporation (“Countrywide Financial”). The principal executive offices of Countrywide Home Loans are located at 4500 Park Granada, Calabasas, California 91302. Countrywide Home Loans is engaged primarily in the mortgage banking business, and as part of that business, originates, purchases, sells and services mortgage loans. Countrywide Home Loans originates mortgage loans through a retail branch system and through mortgage loan brokers and correspondents nationwide. Mortgage loans originated by Countrywide Home Loans are principally first-lien, fixed or adjustable rate mortgage loans secured by single-family residences.
 
Countrywide Home Loans has historically sold substantially all the mortgage loans that it has originated and purchased, generally through securitizations. Countrywide Home Loans does not always sell mortgage loans immediately after origination or acquisition, but may decide to sell certain mortgage loans in later periods as part of its overall management of interest rate risk. Countrywide Home Loans has been involved in the securitization of mortgage loans since 1969 when it was approved as a Federal National Mortgage Association seller/servicer. Countrywide Home Loans reviews the structure of its securitizations and discusses the structure with the related underwriters.
 
Except as otherwise indicated, reference in the remainder of this prospectus supplement to “Countrywide Home Loans” should be read to include Countrywide Home Loans and its consolidated subsidiaries, including Countrywide Servicing.
 
Countrywide Home Loans services substantially all of the mortgage loans it originates or acquires. In addition, Countrywide Home Loans has purchased in bulk the rights to service mortgage loans originated by other lenders. Countrywide Home Loans has in the past and may in the future sell to mortgage bankers and other institutions a portion of its portfolio of loan servicing rights. As of December 31, 2002, December 31, 2003, December 31, 2004, December 31, 2005, December 31, 2006 and March 31, 2007, Countrywide Home Loans provided servicing for mortgage loans with an aggregate principal balance of approximately $452.405 billion, $644.855 billion, $838.322 billion, $1,111.090 billion, $1,298.394 billion and $1,351.598 billion, respectively, substantially all of which were being serviced for unaffiliated persons.
 
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Mortgage Loan Production
 
The following table sets forth, by number and dollar amount of mortgage loans, the residential mortgage loan production of Countrywide Financial for the periods indicated. 
 
   
Consolidated Mortgage Loan Production
 
                       
Three Months
Ended
 
   
Years Ended December 31,
 
March 31,
 
   
2002
 
2003
 
2004 
 
2005 
 
2006 
 
2007 
 
   
(Dollars in millions, except average loan amount)
 
Conventional Conforming Loans
Number of Loans
   
993,538
   
1,509,925
   
826,914
   
776,479
   
723,933
   
214,826
 
Volume of Loans
 
$
149,072
 
$
234,526
 
$
134,762
 
$
159,561
 
$
149,095
 
$
43,035
 
Percent of Total Dollar Volume
   
59.2
%
 
53.9
%
 
37.1
%
 
32.2
%
 
32.2
%
 
37.4
%
Conventional Non-conforming Loans
Number of Loans
   
283,536
   
562,389
   
529,192
   
866,476
   
730,511
   
155,766
 
Volume of Loans
 
$
62,665
 
$
138,006
 
$
144,663
 
$
235,614
 
$
211,841
 
$
49,970
 
Percent of Total Dollar Volume
   
24.9
%
 
31.7
%
 
39.9
%
 
47.6
%
 
45.8
%
 
43.5
%
FHA/VA Loans
Number of Loans
   
157,626
   
196,063
   
105,562
   
80,555
   
89,753
   
22,880
 
Volume of Loans
 
$
19,093
 
$
24,402
 
$
13,247
 
$
10,714
 
$
13,093
 
$
3,539
 
Percent of Total Dollar Volume
   
7.6
%
 
5.6
%
 
3.6
%
 
2.2
%
 
2.8
%
 
3.1
%
Prime Home Equity Loans
Number of Loans
   
316,049
   
453,817
   
587,046
   
728,252
   
716,353
   
158,183
 
Volume of Loans
 
$
11,650
 
$
18,103
 
$
30,893
 
$
44,850
 
$
47,876
 
$
10,539
 
Percent of Total Dollar Volume
   
4.6
%
 
4.2
%
 
8.5
%
 
9.1
%
 
10.4
%
 
9.2
%
Nonprime Mortgage Loans
Number of Loans
   
63,195
   
124,205
   
250,030
   
278,112
   
245,881
   
43,667
 
Volume of Loans
 
$
9,421
 
$
19,827
 
$
39,441
 
$
44,637
 
$
40,596
 
$
7,881
 
Percent of Total Dollar Volume
   
3.7
%
 
4.6
%
 
10.9
%
 
9.0
%
 
8.8
%
 
6.8
%
Total Loans
Number of Loans
   
1,813,944
   
2,846,399
   
2,298,744
   
2,729,874
   
2,506,431
   
595,322
 
Volume of Loans
 
$
251,901
 
$
434,864
 
$
363,006
 
$
495,376
 
$
462,501
 
$
114,964
 
Average Loan Amount
 
$
139,000
 
$
153,000
 
$
158,000
 
$
181,000
 
$
185,000
 
$
193,000
 
Non-Purchase Transactions(1)
   
66
%
 
72
%
 
51
%
 
53
%
 
55
%
 
62
%
Adjustable-Rate Loans(1)
   
14
%
 
21
%
 
52
%
 
53
%
 
46
%
 
36
%
 

(1)
Percentage of total mortgage loan production (excluding commercial real estate loans) based on dollar volume.
 
For purposes of the table set forth above, the following terms have the following meanings:
 
Conventional Conforming Loans: prime credit quality, conventional, first-lien mortgage loans that qualify for inclusion in guaranteed mortgage securities backed by Fannie Mae or Freddie Mac.
 
Conventional Non-conforming Loans: prime credit quality, conventional, first-lien mortgage loans that do not qualify for inclusion in guaranteed mortgage securities backed by Fannie Mae or Freddie Mac.
 
FHA/VA Loans: loans that are insured or guaranteed by the Federal Housing Administration (“FHA”) or the Department of Veterans’ Affairs (“VA”).
 
Prime Home Equity Loans: prime credit quality second-lien mortgage loans, including home equity lines of credit.
 
Nonprime Mortgage Loans: first- and second-lien mortgage loans made to individuals with credit-blemished profiles.
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Loan Servicing
 
Countrywide Servicing has established standard policies for the servicing and collection of mortgages. Servicing includes, but is not limited to:
 
·
collecting, aggregating and remitting mortgage loan payments;
 
·
accounting for principal and interest;
 
·
holding escrow (impound) funds for payment of taxes and insurance;
 
·
making inspections as required of the mortgaged properties;
 
·
preparation of tax related information in connection with the mortgage loans;
 
·
supervision of delinquent mortgage loans;
 
·
loss mitigation efforts;
 
·
foreclosure proceedings and, if applicable, the disposition of mortgaged properties; and
 
·
generally administering the mortgage loans, for which it receives servicing fees.
 
Billing statements with respect to mortgage loans are mailed monthly by Countrywide Servicing. The statement details all debits and credits and specifies the payment due. Notice of changes in the applicable loan rate are provided by Countrywide Servicing to the mortgagor with these statements.
 
Collection Procedures
 
When a mortgagor fails to make a payment on a mortgage loan, Countrywide Servicing attempts to cause the deficiency to be cured by corresponding with the mortgagor. In most cases, deficiencies are cured promptly. Pursuant to Countrywide Servicing’s servicing procedures, Countrywide Servicing generally mails to the mortgagor a notice of intent to foreclose after the loan becomes 61 days past due (three payments due but not received) and, generally within 59 days thereafter, if the loan remains delinquent, institutes appropriate legal action to foreclose on the mortgaged property. Foreclosure proceedings may be terminated if the delinquency is cured. Mortgage loans to borrowers in bankruptcy proceedings may be restructured in accordance with law and with a view to maximizing recovery of the loans, including any deficiencies.
 
Once foreclosure is initiated by Countrywide Servicing, a foreclosure tracking system is used to monitor the progress of the proceedings. The system includes state-specific parameters to monitor whether proceedings are progressing within the time frame typical for the state in which the mortgaged property is located. During the foreclosure proceeding, Countrywide Servicing determines the amount of the foreclosure bid and whether to liquidate the mortgage loan.
 
If foreclosed, the mortgaged property is sold at a public or private sale and may be purchased by Countrywide Servicing. After foreclosure, Countrywide Servicing may liquidate the mortgaged property and charge-off the loan balance which was not recovered through liquidation proceeds.
 
Servicing and charge-off policies and collection practices with respect to mortgage loans may change over time in accordance with, among other things, Countrywide Servicing’s business judgment, changes in the servicing portfolio and applicable laws and regulations.
 
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Servicing Compensation and Payment of Expenses
 
The Expense Fees with respect to the mortgage pool are payable out of the interest payments on each mortgage loan. The Expense Fees will be 0.184% per annum of the Stated Principal Balance of each mortgage loan. The Expense Fees consist of:
 
·
the master servicing fee payable to the master servicer in respect of its master servicing activities; and
 
·
fees payable to the trustee in respect of its activities as trustee under the pooling and servicing agreement.
 
The master servicing fee will be 0.175% per annum (the “master servicing fee rate”) of the Stated Principal Balance of each mortgage loan. The master servicer is obligated to pay some but not all ongoing expenses associated with the issuing entity and incurred by the master servicer in connection with its responsibilities under the pooling and servicing agreement and those amounts will be paid by the master servicer out of the master servicing fee. The amount of the master servicing fee is subject to adjustment with respect to prepaid mortgage loans, as described under “— Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans.” The master servicer is also entitled to receive, as additional servicing compensation, amounts received in respect of interest paid on principal payments during that portion of a Prepayment Period from the Due Date in the same month as the Distribution Date to the end of the Prepayment Period (the “prepayment interest excess”), all late payment fees, assumption fees, prepayment charges and other similar charges and all reinvestment income earned on amounts on deposit in the Certificate Account and Distribution Account and Excess Proceeds with respect to the mortgage loans as described under “Description of the Certificates —Fees and Expenses.”
 
The net mortgage rate of a mortgage loan is its mortgage rate (net of the interest premium charged by the related lenders for the lender acquired mortgage insurance mortgage loans, if any) less the sum of the master servicing fee and the trustee fee on the mortgage loan (expressed as a per annum percentage of its Stated Principal Balance).
 
Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage Loans
 
When a borrower prepays a mortgage loan between Due Dates, the borrower is required to pay interest on the amount prepaid only to the date of prepayment and not thereafter. Except with respect to the month of the cut-off date, principal prepayments by borrowers received by the master servicer from the first day through the fifteenth day of a calendar month will be distributed to certificateholders on the Distribution Date in the same month in which the prepayments on these mortgage loans are received and, accordingly, no shortfall in the amount of interest to be distributed to certificateholders with respect to the prepaid mortgage loans results. Conversely, principal prepayments by borrowers received by the master servicer from the sixteenth day (or, in the case of the first Distribution Date, from May 1, 2007) through the last day of a calendar month will be distributed to certificateholders on the Distribution Date in the month following the month of receipt and, accordingly, a shortfall in the amount of interest to be distributed to certificateholders with respect to the prepaid mortgage loans would result. Pursuant to the pooling and servicing agreement, the master servicing fee for any month will be reduced, but not by more than an amount equal to the product of one-twelfth of 0.125% and the aggregate Stated Principal Balance of the mortgage loans as of the first day of the prior month (“Compensating Interest”), by an amount sufficient to pass through to certificateholders the full amount of interest to which they would be entitled for each prepaid mortgage loan on the related Distribution Date.
 
If shortfalls in interest as a result of prepayments in any Prepayment Period exceed the Compensating Interest for the related Distribution Date, the amount of interest distributed to certificateholders will be reduced by the amount of the excess. See “Description of the Certificates - Interest” in this prospectus supplement.
 
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Advances
 
Subject to the following limitations, the master servicer will be required to advance before each Distribution Date, from its own funds or funds in the Certificate Account that do not constitute Available Funds for that Distribution Date, an amount equal to:
 
·
the aggregate of payments of principal and interest on the mortgage loans (net of the master servicing fee) which were due on the related Due Date and which were delinquent on the related Determination Date; and
 
·
an amount equivalent to interest (net of the master servicing fee rate) on each mortgage loan as to which the related mortgaged property has been acquired by the issuing entity through foreclosure or deed-in-lieu of foreclosure (net of any net income on the property).
 
The “Determination Date” is the 22nd day of each month or, if that day is not a business day, the preceding business day; provided that the Determination Date in each month will be at least two business days before the related Distribution Date.
 
Advances are intended to maintain a regular flow of scheduled interest and principal payments on the certificates rather than to guarantee or insure against losses. The master servicer is obligated to make advances with respect to delinquent payments of principal of or interest on each mortgage loan to the extent that the advances are, in its reasonable judgment, recoverable from future payments and collections or insurance payments or proceeds of liquidation of the related mortgage loan. If the master servicer determines on any Determination Date to make an advance, the advance will be included with the distribution to certificateholders on the related Distribution Date. Any failure by the master servicer to make a deposit in the Certificate Account as required under the pooling and servicing agreement, including any failure to make an advance, will constitute an event of default under the pooling and servicing agreement if the failure remains unremedied for five days after written notice of the event of default. If the master servicer is terminated as a result of the occurrence of an event of default, the trustee or the successor master servicer will be obligated to make any advance, in accordance with the terms of the pooling and servicing agreement.
 
An advance will be reimbursed from the payments on the mortgage loan with respect to which the advance was made. However, if an advance is determined to be nonrecoverable and the master servicer delivers an officer’s certificate to the trustee indicating that the advance is nonrecoverable, the master servicer will be entitled to withdraw from the Certificate Account an amount equal to the nonrecoverable advance. Reimbursement for advances and nonrecoverable advances will be made prior to distributions on the certificates.
 
Certain Modifications and Refinancings
 
Countrywide Home Loans is permitted under the pooling and servicing agreement to solicit borrowers for reductions to the mortgage rates of their respective mortgage loans. If a borrower requests a reduction to the mortgage rate for the related mortgage loan, the master servicer is required to agree to that reduction if Countrywide Home Loans, in its corporate capacity, agrees to purchase that mortgage loan from the issuing entity. Countrywide Home Loans will be obligated to purchase that mortgage loan upon modification of the mortgage rate by the master servicer for a price equal to 100% of the Stated Principal Balance of that mortgage loan, plus accrued and unpaid interest on the mortgage loan up to the next Due Date at the applicable net mortgage rate, net of any unreimbursed advances of principal and interest on the mortgage loan made by the master servicer. Countrywide Home Loans will remit the purchase price to the master servicer for deposit into the Certificate Account within one business day of the purchase of that mortgage loan. Purchases of mortgage loans may occur when prevailing interest rates are below the mortgage rates on the mortgage loans and borrowers request modifications. Countrywide Home Loans will indemnify the issuing entity against liability for any prohibited transactions taxes and related interest, additions or penalties incurred by any REMIC as a result of any such modification or purchase.

In addition, the master servicer may agree to modifications of a mortgage loan, including reductions in the related mortgage rate, if, among other things, it would be consistent with the customary and usual standards of practice of prudent mortgage loan servicers. Such modifications may occur in connection with workouts involving delinquent mortgage loans. Countrywide Home Loans is not obligated to purchase any such modified mortgage loans.
 
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The Issuing Entity
 
In connection with the issuance of the certificates, the depositor has formed CHL Mortgage Pass-Through Trust 2007-8, a common law trust created under the laws of the State of New York, pursuant to the pooling and servicing agreement. CHL Mortgage Pass-Through Trust 2007-8 is referred to in this prospectus supplement as the “issuing entity” and is referred to in the prospectus as the “trust” or “trust fund”. The trustee serves as trustee of the issuing entity and acts on behalf of the issuing entity as the issuing entity does not have any directors, officers or employees. The fiscal year end of the issuing entity is December 31.
 
The issuing entity’s activities are limited to the transactions and activities entered into in connection with the securitization described in this prospectus supplement, and except for those activities, the issuing entity is not authorized and has no power to borrow money or issue debt, merge with another entity, reorganize, liquidate or sell assets or engage in any business or activities. Consequently, the issuing entity is not permitted to hold any assets, or incur any liabilities, other than those described in this prospectus supplement. Since the issuing entity is created pursuant to the pooling and servicing agreement, the issuing entity and its permissible activities can only be amended or modified by amending the pooling and servicing agreement.
 
Because the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a “business trust.”
 
Static Pool Data
 
Certain static pool data with respect to the delinquency, cumulative loss and prepayment data for Countrywide Home Loans is available online at http://www.countrywidedealsdata.com?CWDD=01200704. This static pool data is not deemed part of the prospectus or the registration statement of which the prospectus is a part to the extent that the static pool data relates to:
 
·
prior securitized pools of Countrywide Home Loans that do not include the mortgage loans and that were established before January 1, 2006; or
 
·
in the case of information regarding the mortgage loans, information about the mortgage loans for periods before January 1, 2006.
 
Delinquency data available at the foregoing web address has been calculated according to the MBA Method.
 
We cannot assure you that the prepayment, loss or delinquency experience of the mortgage loans sold to the issuing entity will be comparable to the historical prepayment, loss or delinquency experience of any of the other securitized pools sponsored by the Countrywide Home Loans. In this regard, you should note how the characteristics of the mortgage loans in those securitized pools differ from the characteristics of the issuing entity’s mortgage loans. Such differences, along with the varying economic conditions to which those securitized pools were subject, may make it unlikely that the issuing entity’s mortgage loans will perform in the same way that any of those pools has performed.
 
Description of the Certificates
 
General
 
The certificates will be issued pursuant to the pooling and servicing agreement. We summarize below the material terms and provisions pursuant to which the certificates will be issued. The summaries are subject to, and are qualified in their entirety by reference to, the provisions of the pooling and servicing agreement. When particular provisions or terms used in the pooling and servicing agreement are referred to, the actual provisions (including definitions of terms) are incorporated by reference. We will file a final copy of the pooling and servicing agreement after the issuing entity issues the certificates.
 
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The certificates represent obligations of the issuing entity only and do not represent an interest in or obligation of CWMBS, Inc., Countrywide Home Loans, Inc. (or any other seller), Countrywide Home Loans Servicing LP or any of their affiliates.
 
The Mortgage Pass-Through Certificates, Series 2007-8, will consist of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class X, Class A-R, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. Only the Offered Certificates are being offered by this prospectus supplement.
 
When describing the certificates in this prospectus supplement, we use the following terms:
 
Designation
 
Classes of Certificates
     
Senior Certificates
 
Class A and Class X Certificates
     
Subordinated Certificates
 
Class M and Class B Certificates
     
Notional Amount Certificates
 
Class 1-A-13, Class 1-A-20, Class 1-A-21 and Class X Certificates
     
LIBOR Certificates
 
Class 1-A-9 and Class 1-A-20 Certificates
     
Class A Certificates
 
Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25 and Class A-R Certificates
     
Class B Certificates
 
Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates
     
Offered Certificates
 
Class A, Class X, Class M, Class B-1 and Class B-2 Certificates
 
The certificates are generally referred to as the following types:
     
Class
 
Type
Class 1-A-1
 
Senior/Fixed Pass-Through Rate
     
Class 1-A-2
 
Senior/Fixed Pass-Through Rate/Super Senior
     
Class 1-A-3
 
Senior/Fixed Pass-Through Rate/Support
     
Class 1-A-4
 
Senior/Fixed Pass-Through Rate/NAS
     
Class 1-A-5
 
Senior/Fixed Pass-Through Rate/Accretion Directed/Planned Balance
     
Class 1-A-6
 
Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Planned Balance
     
Class 1-A-7
 
Senior/Fixed Pass-Through Rate/Accrual/Planned Balance/Companion
     
Class 1-A-8
 
Senior/Fixed Pass-Through Rate/NAS/Super Senior
     
Class 1-A-9
 
Senior/Variable Pass-Through Rate/Accretion Directed/Targeted Balance
     
Class 1-A-10
 
Senior/Fixed Pass-Through Rate
     
Class 1-A-11
 
Senior/Fixed Pass-Through Rate
     
Class 1-A-12
 
Senior/Fixed Pass-Through Rate
 
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Class 1-A-13
 
Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only
     
Class 1-A-14
 
Senior/Fixed Pass-Through Rate/Accrual/Super Senior
     
Class 1-A-15
 
Senior/Fixed Pass-Through Rate/Accrual/Support
     
Class 1-A-16
 
Senior/Fixed Pass-Through Rate/Accretion Directed
     
Class 1-A-17
 
Senior/Fixed Pass-Through Rate/Accrual/Accretion Directed/Targeted Balance
     
Class 1-A-18
 
Senior/Fixed Pass-Through Rate/Accrual/Companion
     
Class 1-A-19
 
Senior/Fixed Pass-Through Rate/Accretion Directed/Targeted Balance
     
Class 1-A-20
 
Senior/Variable Pass-Through Rate/Notional Amount/Interest Only
     
Class 1-A-21
 
Senior/Fixed Pass-Through Rate/Notional Amount/Interest Only
     
Class 1-A-22
 
Senior/Fixed Pass-Through Rate/Planned Balance/Super Senior
     
Class 1-A-23
 
Senior/Fixed Pass-Through Rate/Planned Balance/Support
     
Class 1-A-24
 
Senior/Fixed Pass-Through Rate/NAS
     
Class 1-A-25
 
Senior/Fixed Pass-Through Rate/NAS/Support
     
Class X
 
Senior/Variable Pass-Through Rate/Notional Amount/Interest Only
     
Class A-R
 
Senior/Fixed Pass-Through Rate/Residual
     
Subordinated Certificates
 
Subordinate/Fixed Pass-Through Rate
 
The Class B-3, Class B-4 and Class B-5 Certificates are not being offered by this prospectus supplement. Any information presented in this prospectus supplement with respect to the Class B-3, Class B-4 and Class B-5 Certificates is provided only to permit a better understanding of the offered certificates.
 
The senior certificates will have an initial aggregate class certificate balance of approximately $825,075,000, and will evidence in the aggregate an initial beneficial ownership interest of approximately 96.50% in the issuing entity. The subordinated certificates will each evidence the initial beneficial ownership interest in the issuing entity set forth below:
 
Class of Subordinated Certificates
 
Initial Beneficial
Ownership Interest
Class M
 
2.05%
Class B-1
 
0.60%
Class B-2
 
0.35%
Class B-3
 
0.20%
Class B-4
 
0.10%
Class B-5
 
0.20%
 
Calculation of Class Certificate Balance
 
The “Class Certificate Balance” of any class of certificates (other than the notional amount certificates) as of any Distribution Date is the initial Class Certificate Balance of the class reduced by the sum of:
 
·
all amounts previously distributed to holders of certificates of the class as payments of principal, and
 
·
the amount of Realized Losses allocated to the class, and
 
in the case of the Class 1-A-6, Class 1-A-7, Class 1-A-14, Class 1-A-15, Class 1-A-17 and Class 1-A-18 Certificates, increased by
 
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·
all interest accrued and added to their respective Class Certificate Balances prior to that Distribution Date;
 
provided, however, that the Class Certificate Balance of each class of certificates to which Realized Losses have been allocated will be increased sequentially in the order of distribution priority (from highest to lowest) by the amount of Subsequent Recoveries distributed as principal to any class of certificates, but not by more than the amount of Realized Losses previously allocated to reduce the Class Certificate Balance of that class of certificates. See “The Agreements - Realization Upon Defaulted Mortgage Loans - Application of Liquidation Proceeds” in the prospectus.
 
In addition, the Class Certificate Balance of the class of subordinated certificates then outstanding with the lowest distribution priority will be reduced if and to the extent that the aggregate of the Class Certificate Balances of all classes of certificates, following all distributions and the allocation of all Realized Losses on any Distribution Date, exceeds the aggregate Stated Principal Balance of the mortgage loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period).
 
Notional Amount Certificates
 
The Class 1-A-13, Class 1-A-20, Class 1-A-21 and Class X Certificates are notional amount certificates.
 
The notional amount for the interest accrual period for any Distribution Date and:
 
·
the Class 1-A-13 Certificates will equal the product of (i) a fraction the numerator of which is 0.125 and the denominator of which is 0.500 and (ii) the Class Certificate Balance of the Class 1-A-12 Certificates immediately prior to such Distribution Date;
 
·
the Class 1-A-20 Certificates will equal the Class Certificate Balance of the Class 1-A-9 Certificates immediately prior to such Distribution Date;
 
·
the Class 1-A-21 Certificates will equal the product of (i) a fraction the numerator of which is 0.5625 and the denominator of which is 6.00 and (ii) Class Certificate Balance of the Class 1-A-5 Certificates immediately prior to such Distribution Date; and
 
·
the Class X Certificates will equal the aggregate Stated Principal Balance of the mortgage loans as of the Due Date in the preceding calendar month (after giving effect to prepayments received in the Prepayment Period related to such prior Due Date).
 
Book-Entry Certificates; Denominations
 
The offered certificates (other than the Class A-R Certificates) will be book-entry certificates (the “Book-Entry Certificates”). The Class A-R Certificates will be issued as two certificates in fully registered certificated form in an aggregate denomination of $100. Persons acquiring beneficial ownership interests in the Book-Entry Certificates (“Certificate Owners”) will hold their Book-Entry Certificates through the Depository Trust Company (“DTC”) in the United States or the Euroclear System (“Euroclear”), in Europe, if they are participants of such systems, or indirectly through organizations which are participants in such systems. Each class of Book-Entry Certificates will be issued in one or more certificates that will equal the aggregate principal balance of the applicable Class of the Book-Entry Certificates and will initially be registered in the name of Cede & Co., the nominee of DTC. Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Euroclear’s name on the book of its depositary which in turn will hold such positions in customers’ securities accounts in the depositaries’ names on the books of DTC. JPMorgan Chase will act as depositary for Euroclear (in such capacity the “Depositary”. Investors may hold the beneficial interests in the book entry certificates (other than the Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-6, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates) in minimum denominations representing an original principal amount or notional amount of $25,000 and in integral multiples of $1 in excess thereof. Investors may hold the beneficial interests in the Class 1-A-6 Certificates in minimum denominations representing an original principal amount of $10,000 and in integral multiples of $1 in excess thereof. Investors may hold the beneficial interests in the Class 1-A-1, Class 1-A-2, Class 1-A-5, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-16, Class 1-A-17, Class 1-A-19 and Class 1-A-22 Certificates in minimum denominations representing an original principal amount of $1,000 and in integral multiples of $1 in excess thereof. Except as described below, no person acquiring a beneficial ownership in a Book-Entry Certificate (each, a “beneficial owner”) will be entitled to receive a physical certificate representing such person’s beneficial ownership interest in such Book-Entry Certificate (a “Definitive Certificate”). Unless and until Definitive Certificates are issued, it is anticipated that the only certificateholder of the Book-Entry Certificates will be Cede & Co., as nominee of DTC. Certificate Owners will not be certificateholders as that term is used in the pooling and servicing agreement. Certificate Owners are only permitted to exercise their rights indirectly through the participating organizations that utilize the services of DTC, including securities brokers and dealers, banks and trust companies and clearing corporations and certain other organizations (“Participants”) and DTC.
 
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The beneficial owner’s ownership of a Book-Entry Certificate will be recorded on the records of the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the beneficial owner’s account for such purpose. In turn, the Financial Intermediary’s ownership of such Book-Entry Certificate will be recorded on the records of DTC (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneficial owner’s Financial Intermediary is not a DTC participant and on the records of Clearstream, Luxembourg or Euroclear, as appropriate).
 
Certificate Owners will receive all distributions of principal of, and interest on, the Offered Certificates from the trustee through DTC and DTC participants. While the Offered Certificates are outstanding (except under the circumstances described below), under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers among Participants on whose behalf it acts with respect to the Offered Certificates and is required to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Participants and organizations which have indirect access to the DTC system, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”), with whom Certificate Owners have accounts with respect to Offered Certificates are similarly required to make book-entry transfers and receive and transmit such distributions on behalf of their respective Certificate Owners. Accordingly, although Certificate Owners will not possess certificates, the Rules provide a mechanism by which Certificate Owners will receive distributions and will be able to transfer their interest.
 
Certificate Owners will not receive or be entitled to receive certificates representing their respective interests in the Offered Certificates, except under the limited circumstances described below. Unless and until Definitive Certificates are issued, Certificate Owners who are not Participants may transfer ownership of Offered Certificates only through Participants and Indirect Participants by instructing such Participants and Indirect Participants to transfer Book-Entry Certificates, by book-entry transfer, through DTC for the account of the purchasers of such Book-Entry Certificates, which account is maintained with their respective Participants. Under the Rules and in accordance with DTC’s normal procedures, transfers of ownership of Book-Entry Certificates will be executed through DTC and the accounts of the respective Participants at DTC will be debited and credited. Similarly, the Participants and Indirect Participants will make debits or credits, as the case may be, on their records on behalf of the selling and purchasing Certificate Owners.
 
Because of time zone differences, credits of securities received Euroclear as a result of a transaction with a Participant will be made during, subsequent securities settlement processing and dated the business day following, the DTC settlement date. Such credits or any transactions in such securities, settled during such processing will be reported to the relevant Euroclear Participants on such business day. Cash received in Euroclear, as a result of sales of securities by or through a Euroclear Participant to a DTC Participant, will be received with value on the DTC settlement date but will be available in the Euroclear cash account only as of the business day following settlement in DTC. For information with respect to tax documentation procedures, relating to the Offered Certificates, see “Material Federal Income Tax Consequences — Tax Treatment of Foreign Investors” in the prospectus and “Global, Clearance, Settlement And Tax Documentation Procedures — Certain U.S. Federal Income Tax Documentation Requirements” in Annex I hereto.
 
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Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of Euroclear by its Depositary; however, such cross market transactions will require delivery of instructions to Euroclear by the counterpart in such system in accordance with its rules and procedures and within its established deadlines (European time). Euroclear will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Euroclear Participants may not deliver instructions directly to its Depositaries.
 
DTC, which is a New York-chartered limited purpose trust company, performs services for its participants, some of which (and/or their representatives) own DTC. In accordance with its normal procedures, DTC is expected to record the positions held by each DTC participant in the Book-Entry Certificates, whether held for its own account or as a nominee for another person. In general, beneficial ownership of Book-Entry Certificates will be subject to the rules, regulations and procedures governing DTC and DTC participants as in effect from time to time.
 
Euroclear was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 32 currencies, including United States dollars. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by the Brussels, Belgium office of the Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
 
The Euroclear Operator has a banking license from the Belgian Banking and Finance Commission. This license authorizes the Euroclear Operator to carry out banking activities on a global basis.
 
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.
 
Distributions on the Book-Entry Certificates will be made on each Distribution Date by the trustee to DTC. DTC will be responsible for crediting the amount of such payments to the accounts of the applicable DTC participants in accordance with DTC’s normal procedures. Each DTC participant will be responsible for disbursing such payments to the beneficial owners of the Book-Entry Certificates that it represents and to each Financial Intermediary for which it acts as agent. Each such Financial Intermediary will be responsible for disbursing funds to the beneficial owners of the Book-Entry Certificates that it represents.
 
Under a book-entry format, beneficial owners of the Book-Entry Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the trustee to Cede & Co. Distributions with respect to Offered Certificates held through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its Depositary. Such distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “Material Federal Income Tax Consequences — Tax Treatment of Foreign Investors” in the prospectus. Because DTC can only act on behalf of Financial Intermediaries, the ability of a beneficial owner to pledge Book-Entry Certificates to persons or entities that do not participate in the depository system, or otherwise take actions in respect of such Book-Entry Certificates, may be limited due to the lack of physical certificates for such Book-Entry Certificates. In addition, issuance of the Book-Entry Certificates in book-entry form may reduce the liquidity of such Certificates in the secondary market since certain potential investors may be unwilling to purchase certificates for which they cannot obtain physical certificates.
 
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Unless and until definitive certificates are issued, it is anticipated that the only certificateholder of the book-entry certificates will be CEDE, as nominee of the depository. Beneficial owners of the book-entry certificates will not be certificateholders, as that term is used in the pooling and servicing agreement. Beneficial owners are only permitted to exercise the rights of certificateholders indirectly through financial intermediaries and the depository. Monthly and annual reports on the issuing entity provided to CEDE, as nominee of the depository, may be made available to beneficial owners upon request, in accordance with the rules, regulations and procedures creating and affecting the depository, and to the financial intermediaries to whose depository accounts the book-entry certificates of the beneficial owners are credited.
 
DTC has advised the depositor and the trustee that, unless and until Definitive Certificates are issued, DTC will take any action permitted to be taken by the holders of the Book-Entry Certificates under the pooling and servicing agreement only at the direction of one or more Financial Intermediaries to whose DTC accounts the Book-Entry Certificates are credited, to the extent that such actions are taken on behalf of Financial Intermediaries whose holdings include such Book-Entry Certificates. The Euroclear Operator, as the case may be, will take any other action permitted to be taken by a holder of a Book-Entry Certificate under the pooling and servicing agreement on behalf of a Euroclear Participant only in accordance with its relevant rules and procedures and subject to the ability of the Relevant Depositary to effect such actions on its behalf through DTC. DTC may take actions, at the direction of the related Participants, with respect to some Book-Entry Certificates which conflict with actions taken with respect to other Book-Entry Certificates.
 
Definitive Certificates will be issued to beneficial owners of the Book-Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC or the depositor advises the trustee in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Certificates and the depositor or the trustee is unable to locate a qualified successor, (b) the beneficial owners having not less than 51% of the voting rights (as defined in the pooling and servicing agreement) of a class at their sole option and expense, elect to remove their Book-Entry Certificates from DTC or (c) after the occurrence of an event of default (as defined in the pooling and servicing agreement), beneficial owners having not less than 51% of the voting rights evidenced by the Offered Certificates advise the trustee and DTC through the Financial Intermediaries and the DTC participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interests of beneficial owners of such class.
 
Upon the occurrence of any of the events described in the immediately preceding paragraph, the trustee will be required to notify all beneficial owners of the occurrence of such event and the availability through DTC of Definitive Certificates. Upon surrender by DTC of the global certificate or certificates representing the Book-Entry Certificates and instructions for re-registration, the trustee will issue Definitive Certificates, and thereafter the trustee will recognize the holders of such Definitive Certificates as holders of the related Offered Certificates under the pooling and servicing agreement.
 
For a description of the procedures generally applicable to the book-entry certificates, see “Description of the Securities — Book-Entry Registration of Securities” in the prospectus.
 
Although The Depository Trust Company has agreed to the foregoing procedures in order to facilitate transfers of certificates among participants of The Depository Trust Company, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.
 
Determination of LIBOR
 
The LIBOR Certificates will bear interest during their initial interest accrual period at the applicable initial pass-through rates set forth in the table under “— Interest” below, and during each interest accrual period thereafter at the applicable rate determined as described in the table under “— Interest” below.
 
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LIBOR applicable to an interest accrual period for the LIBOR Certificates will be determined on the second business day prior to the commencement of that interest accrual period (a “LIBOR Determination Date”). On each LIBOR Determination Date, the trustee, as Calculation Agent, will establish LIBOR for the related interest accrual period on the basis of the rate for one-month deposits in U.S. dollars quoted on the Bloomberg Terminal for that LIBOR Determination Date.
 
If on any LIBOR Determination Date, the calculation agent is unable to calculate LIBOR in accordance with the method set forth in the immediately preceding paragraph, LIBOR for the next interest accrual period shall be calculated in accordance with the method described in the prospectus under “Description of the Securities — Indices Applicable to Floating Rate and Inverse Floating Rate Classes — BBA Method.”
 
If on the initial LIBOR Determination Date, the calculation agent is required but unable to determine LIBOR in the manner provided in this prospectus supplement, LIBOR for the next interest accrual period will be 5.32%.
 
Payments on Mortgage Loans; Accounts
 
Certificate Account. On or before the closing date, the master servicer will establish an account (the “Certificate Account”), which will be maintained in trust for the benefit of the certificateholders. The Certificate Account will be established by the master servicer initially at Countrywide Bank, FSB, which is an affiliate of the depositor, the sellers and the master servicer. The master servicer will deposit or cause to be deposited in the Certificate Account, within two business days after receipt (or, on a daily basis, if the long term credit rating of Countrywide Home Loans has been reduced below the rating specified in the pooling and servicing agreement) the following payments and collections remitted by subservicers or received by it in respect of mortgage loans subsequent to the cut-off date (other than in respect of principal and interest due on the mortgage loans on or before the cut-off date) and the following amounts required to be deposited under the pooling and servicing agreement:
 
·
all payments on account of principal on the mortgage loans, including principal prepayments;
 
·
all payments on account of interest on the mortgage loans, net of the related master servicing fee (as adjusted by Compensating Interest payments), any lender paid mortgage insurance premiums and any prepayment interest excess;
 
·
all insurance proceeds, Subsequent Recoveries and liquidation proceeds, other than proceeds to be applied to the restoration or repair of a mortgaged property or released to the mortgagor in accordance with the master servicer’s normal servicing procedures;
 
·
any amount required to be deposited by the master servicer pursuant to the pooling and servicing agreement in connection with any losses on permitted investments for which it is responsible;
 
·
any amounts received by the master servicer with respect to primary mortgage insurance and in respect of net monthly income from REO Property;
 
·
all substitution adjustment amounts; and
 
·
all advances made by the master servicer.
 
Prior to their deposit into the Certificate Account, payments and collections on the mortgage loans will be commingled with payments and collections on other mortgage loans and other funds of the master servicer. For a discussion of the risks that arise from the commingling of payments and collections, see “Risk Factors — Bankruptcy Or Insolvency May Affect The Timing And Amount Of Distributions On The Securities” in the prospectus.
 
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The master servicer may from time to time make withdrawals from the Certificate Account for the following purposes:
 
·
to pay to the master servicer the master servicing fee and the additional servicing compensation (to the extent not previously retained by the master servicer) described above under “Servicing of Mortgage Loans—Servicing Compensation and Payment of Expenses”;
 
·
to reimburse each of the master servicer and the trustee for unreimbursed advances made by it, which right of reimbursement pursuant to this subclause being limited to amounts received on the mortgage loan(s) in respect of which any such advance was made;
 
·
to reimburse each of the master servicer and the trustee for any nonrecoverable advance previously made by it (and prior to the reimbursement, the master servicer will deliver to the trustee an officer’s certificate indicating the amount of the nonrecoverable advance and identifying the related mortgage loan(s), and their respective portions of the nonrecoverable advance);
 
·
to reimburse the master servicer for insured expenses from the related insurance proceeds;
 
·
to reimburse the master servicer for (a) any unreimbursed 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 enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) maintaining any required insurance policies (collectively, “Servicing Advances”), which right of reimbursement pursuant to this clause is limited to amounts received representing late recoveries of the payments of these costs and expenses (or liquidation proceeds or Subsequent Recoveries, purchase proceeds or repurchase proceeds with respect thereto);
 
·
to pay to the purchaser, with respect to each mortgage loan or property acquired in respect thereof that it has purchased as required under the pooling and servicing agreement, all amounts received on such mortgage loan after the date of such purchase;
 
·
to reimburse the sellers and the master servicer for expenses incurred by any of them and reimbursable pursuant to the pooling and servicing agreement;
 
·
to withdraw any amount deposited in the Certificate Account and not required to be deposited in the Certificate Account;
 
·
to withdraw an amount equal to the sum of (a) the Available Funds and (b) the trustee fee for such Distribution Date and remit such amount to the trustee for deposit in the Distribution Account; and
 
·
to clear and terminate the Certificate Account upon termination of the pooling and servicing agreement.
 
The master servicer is required to maintain separate accounting, on a mortgage loan by mortgage loan basis, for the purpose of justifying any withdrawal from the Certificate Account described in the first six bullet points above.
 
Distribution Account. On or before the business day immediately preceding each Distribution Date, the master servicer will withdraw from the Certificate Account the amount of Available Funds and the trustee fee and will deposit those amounts in an account established and maintained with the trustee on behalf of the certificateholders (the “Distribution Account”). Upon termination of the Funding Period, the trustee will deposit into the Distribution Account any amounts remaining in the Pre-funding Account, other than the investment earnings, for distribution to the certificateholders. The trustee will, promptly upon receipt, deposit in the Distribution Account and retain therein:
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·
the aggregate amount remitted by the master servicer to the trustee; and
 
·
any amount required to be deposited by the master servicer in connection with any losses on investment of funds in the Distribution Account.
 
The trustee will withdraw funds from the Distribution Account for distribution to the certificateholders as described below under “— Priority of Distributions Among Certificates” and may from time to time make withdrawals from the Distribution Account:
 
·
to pay the trustee fee to the trustee;
 
·
to pay to the master servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to the Distribution Account;
 
·
to withdraw any amount deposited in the Distribution Account and not required to be deposited therein (which withdrawal may be at the direction of the master servicer through delivery of a written notice to the trustee describing the amounts deposited in error); and
 
·
to clear and terminate the Distribution Account upon the termination of the pooling and servicing agreement.
 
There is no independent verification of the transaction accounts or the transaction activity with respect to the Distribution Account.
 
Prior to each Determination Date, the master servicer is required to provide the trustee a report containing the data and information concerning the mortgage loans that is required by the trustee to prepare the monthly statement to certificateholders for the related Distribution Date. See “— Reports to Certificateholders” in this prospectus supplement. The trustee is not responsible for recomputing, recalculating or verifying the information provided to it by the master servicer in that report and will be permitted to conclusively rely on any information provided to it by the master servicer.
 
Investments of Amounts Held in Accounts
 
The Certificate Account, the Distribution Account, the Pre-funding Account and the Capitalized Interest Account. All funds in the Certificate Account, the Distribution Account, the Pre-funding Account and the Capitalized Interest Account will be invested in permitted investments at the direction, and for the benefit and risk, of the master servicer. In the case of:
 
·
the Certificate Account and the Distribution Account, all income and gain net of any losses realized from the investment will be for the benefit of the Master Servicer as additional servicing compensation and will be remitted to it monthly as described herein;
 
·
the Pre-funding Account, all income and gain net of any losses realized from the investment will be for the benefit of the depositor and will be remitted to the depositor as described herein; and
 
·
the Capitalized Interest Account, any amounts remaining after making distributions of interest on the first Distribution Date following the end of the Funding Period will be paid to the depositor and will not thereafter be available for distribution to certificateholders.
 
The amount of any losses incurred in the Certificate Account or the Distribution Account in respect of the investments will be deposited by the master servicer in the Certificate Account or paid to the trustee for deposit into the Distribution Account out of the master servicer’s own funds immediately as realized. The amount of any losses incurred in the Pre-funding Account or the Capitalized Interest Account in respect of the investments will be deposited by the Depositor into the Pre-funding Account or Capitalized Interest Account, as applicable out of the depositor’s own funds immediately as realized. The trustee will not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Certificate Account, the Distribution Account, the Pre-funding Account or the Capitalized Interest Account and made in accordance with the pooling and servicing agreement.
 
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The Reserve Fund. Funds in the Reserve Fund will be invested in The Bank of New York cash reserves. Any net investment earnings will be retained in the Reserve Fund until withdrawn upon the earlier of the Distribution Date in May 2008 and the termination of the pooling and servicing agreement. Any losses incurred in the Reserve Fund in respect of the investment will be charged against amounts on deposit in the Reserve Fund (or the investments) immediately as realized. The trustee will not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Reserve Fund and made in accordance with the pooling and servicing agreement.
 
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Fees and Expenses
 
The following summarizes the related fees and expenses to be paid from the assets of the issuing entity and the source of payments for the fees and expenses:
 
Type / Recipient (1)
 
Amount
 
General Purpose
 
Source (2)
 
Frequency
                 
Fees
               
                 
Master Servicing Fee / Master Servicer
 
One-twelfth of the Stated Principal Balance of each mortgage loan multiplied by the master servicing fee rate (3)
 
Compensation
 
Amounts on deposit in the Certificate Account representing payments of interest and application of liquidation proceeds with respect to that mortgage loan
 
Monthly
                 
   
· Prepayment Interest Excess
 
Compensation
 
Interest paid by obligors with respect to certain prepayments in full of the mortgage loans
 
Monthly
                 
   
· All late payment fees, assumption fees and other similar charges including prepayment charges
 
Compensation
 
Payments made by obligors with respect to the mortgage loans
 
Time to time
                 
   
· All investment income earned on amounts on deposit in the Certificate Account and Distribution Account.
 
Compensation
 
Investment income related to the Certificate Account and the Distribution Account
 
Monthly
                 
   
· Excess Proceeds (4)
 
Compensation
 
Liquidation proceeds and Subsequent Recoveries
 
Time to time
                 
Trustee Fee (the “Trustee Fee”) / Trustee
 
One-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the outstanding mortgage loans. (5)
 
Compensation
 
Amounts on deposit in the Certificate Account or the Distribution Account
 
Monthly
                 
Expenses
               
                 
Insured expenses / Master Servicer
 
Expenses incurred by the master servicer
 
Reimbursement of Expenses
 
To the extent the expenses are covered by an insurance policy with respect to the mortgage loan
 
Time to time
                 
Servicing Advances / Master Servicer
 
To the extent of funds available, the amount of any Servicing Advances.
 
Reimbursement of Expenses
 
With respect to each mortgage loan, late recoveries of the payments of the costs and expenses, liquidation proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds for that mortgage loan (6)
 
Time to time
                 
Indemnification expenses / the sellers, the master servicer and the depositor
 
Amounts for which the sellers, the master servicer and depositor are entitled to indemnification (7)
 
Indemnification
 
Amounts on deposit on the Certificate Account.
 
Monthly
 
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(1)
If the trustee succeeds to the position of master servicer, it will be entitled to receive the same fees and expenses of the master servicer described in this prospectus supplement. Any increase in the fees and expenses described in this prospectus supplement would require an amendment to the pooling and servicing agreement. See “The Agreements— Amendment” in the prospectus.
 
(2)
Unless otherwise specified, the fees and expenses shown in this table are paid (or retained by the master servicer in the case of amounts owed to the master servicer) prior to distributions on the certificates.
 
(3)
The master servicing fee rate for each mortgage loan will equal 0.175% per annum. The amount of the monthly servicing fee is subject to adjustment with respect to mortgage loans that are prepaid in full, as described in this prospectus supplement under “Servicing of Mortgage Loans — Adjustment to Servicing Fee in Connection with Certain Prepaid Mortgage Loans.”
 
(4)
“Excess Proceeds” with respect to a Liquidated Mortgage Loan means the amount, if any, by which the sum of any net liquidation proceeds and Subsequent Recoveries exceed the sum of (i) the unpaid principal balance of the mortgage loan plus (ii) accrued interest on the mortgage loan at the mortgage rate during each Due Period as to which interest was not paid or advanced on the mortgage loan.
 
(5)
The “Trustee Fee Rate” is equal to 0.009% per annum.
 
(6)
Reimbursement of Servicing Advances for a mortgage loan is limited to the late recoveries of the payments of the costs and expenses, liquidation proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds for that mortgage loan.
 
(7)
Each of the sellers, the master servicer, and the depositor are entitled to indemnification of certain expenses as described in this prospectus supplement under “— Certain Matters Regarding the Master Servicer, the Depositor and the Sellers.”
 
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Distributions
 
Distributions on the certificates will be made by the trustee on the 25th day of each month or, if that day is not a business day, on the first business day thereafter, commencing in June 2007 (each, a “Distribution Date”), to the persons in whose names the certificates are registered at the close of business on the Record Date. The “Record Date” for any Distribution Date will be the last business day of the calendar month immediately prior to the month in which that Distribution Date occurs.
 
Distributions on each Distribution Date will be made by check mailed to the address of the person entitled to it as it appears on the applicable certificate register or, in the case of a certificateholder who holds 100% of a class of certificates or who holds certificates with an aggregate initial certificate balance of $1,000,000 or more or who holds a notional amount certificate and who has so notified the truste