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Exhibit 4.1
CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,
JPMORGAN CHASE BANK, N.A.,
SERVICER
AND
WACHOVIA BANK, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2005
$600,153,806.53
Multi-Class Mortgage Pass-Through Certificates
Series 2005-S1
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ARTICLE I
DEFINITIONS............................................................................
1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST
FUND...............................................37
Section 2.01
Conveyance
of Mortgage
Loans.....................................................37
Section 2.02
Acceptance
by
Trustee............................................................40
Section 2.03 Trust
Fund; Authentication of
Certificates.......................................41
Section 2.04
REMIC
Elections..................................................................42
Section 2.05
Permitted
Activities of
Trust....................................................46
Section 2.06
Qualifying
Special Purpose
Entity................................................46
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND THE SERVICER;
REPURCHASE OF
MORTGAGE
LOANS.........................................................................46
Section 3.01
Representations and Warranties of the Depositor with respect to
the
Mortgage
Loans...................................................................46
Section 3.02
Representations and Warranties of the
Servicer...................................54
Section 3.03
Option to
Substitute.............................................................54
ARTICLE IV THE
CERTIFICATES.......................................................................55
Section 4.01
The
Certificates.................................................................55
Section 4.02
Registration of Transfer and Exchange of
Certificates............................57
Section 4.03
Mutilated,
Destroyed, Lost or Stolen
Certificates................................60
Section 4.04
Persons
Deemed
Owners............................................................61
Section 4.05
Appointment of Paying Agent, Certificate Registrar and Backup
Advancer;
Certificate
Account..............................................................61
Section 4.06
Authenticating
Agents............................................................62
ARTICLE V
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.........................................63
Section 5.01
Servicer
to Service Mortgage
Loans...............................................63
Section 5.02
Sub-Servicing Agreements Between Servicer and Sub-Servicers;
Enforcement
of Sub-Servicer's
Obligations....................................................64
Section 5.03
Successor
Sub-Servicers..........................................................64
Section 5.04
Liability
of the
Servicer........................................................64
Section 5.05
No
Contractual Relationship Between Sub-Servicer and Trustee or
Certificateholders...............................................................65
Section 5.06
Termination of Sub-Servicing
Agreement...........................................65
Section 5.07
Collection
of Mortgage Loan
Payments.............................................65
Section 5.08
Establishment of Collection Account; Deposit in Collection
Account...............65
Section 5.09
Permitted
Withdrawals from the Collection
Account................................66
Section 5.10
Establishment of Escrow Account; Deposits in Escrow
Account......................67
Section 5.11
Permitted
Withdrawals from Escrow
Account........................................67
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Section 5.12
Payment of
Taxes, Insurance and Other
Charges....................................68
Section 5.13
Transfer
of
Accounts.............................................................68
Section 5.14
[Reserved].......................................................................68
Section 5.15
Maintenance of the Primary Insurance
Policies....................................68
Section 5.16
Maintenance of Standard Hazard
Policies..........................................68
Section 5.17
[Reserved].......................................................................69
Section 5.18
[Reserved].......................................................................69
Section 5.19
Fidelity
Bond and Errors and Omissions
Insurance.................................69
Section 5.20
Collections under Insurance Policies; Enforcement of Due-On-Sale
Clauses;
Assumption
Agreements............................................................69
Section 5.21
Income and
Realization from Defaulted Mortgage
Loans.............................70
Section 5.22
Trustee to
Cooperate; Release of Mortgage
Files..................................71
Section 5.23
Servicing
and Other
Compensation.................................................73
Section 5.24
1934 Act
Reports.................................................................73
Section 5.25
Annual
Statement as to
Compliance................................................74
Section 5.26
Annual
Independent Public Accountants' Servicing
Report..........................74
Section 5.27
Access to
Certain Documentation; Rights of the Depositor in Respect of
the
Servicer.....................................................................74
Section 5.28
REMIC-Related
Covenants..........................................................74
ARTICLE VI
PAYMENTS TO THE
CERTIFICATEHOLDERS.....................................................76
Section 6.01
Distributions....................................................................76
Section 6.02
Statements
to the
Certificateholders.............................................83
Section 6.03
Advances
by the
Servicer.........................................................85
Section 6.04
Allocation
of Realized
Losses....................................................86
Section 6.05
Compensating Interest;
Allocation of Certain Interest Shortfalls.................87
Section 6.06
Subordination....................................................................88
Section 6.07
Determination of
LIBOR...........................................................88
ARTICLE VII REPORTS TO
BE PREPARED BY THE
SERVICER.................................................89
Section 7.01
Servicer
Shall Provide Information as Reasonably
Required........................89
Section 7.02
Federal
Information Returns and Reports to
Certificateholders....................89
ARTICLE VIII THE DEPOSITOR
AND THE
SERVICER.........................................................90
Section 8.01
Indemnification; Third Party
Claims..............................................90
Section 8.02
Merger or
Consolidation of the Depositor or the
Servicer.........................90
Section 8.03
Limitation
on Liability of the Depositor, the Servicer, the Trustee and
Others...........................................................................91
Section 8.04
Depositor
and Servicer Not to
Resign.............................................91
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Section 8.05
Successor
to the
Servicer........................................................92
Section 8.06
Maintenance of
Ratings...........................................................93
ARTICLE IX
DEFAULT................................................................................93
Section 9.01
Events of
Default................................................................93
Section 9.02
Waiver of
Defaults...............................................................94
Section 9.03
Trustee to
Act; Appointment of
Successor.........................................94
Section 9.04
Notification to Certificateholders and the Rating
Agencies.......................94
ARTICLE X
CONCERNING THE
TRUSTEE.................................................................94
Section 10.01 Duties of
Trustee................................................................95
Section 10.02
Certain Matters Affecting the
Trustee............................................95
Section 10.03
Trustee Not Liable for Certificates or Mortgage
Loans............................96
Section 10.04
Trustee May Own
Certificates.....................................................96
Section 10.05
Fees
and
Expenses................................................................96
Section 10.06
Eligibility Requirements for
Trustee.............................................97
Section 10.07
Resignation and Removal of the
Trustee...........................................97
Section 10.08
Successor
Trustee................................................................98
Section 10.09
Merger or Consolidation of
Trustee...............................................98
Section 10.10
Appointment of Co-Trustee or Separate
Trustee....................................98
Section 10.11
Appointment of Office or
Agency..................................................99
ARTICLE XI
TERMINATION............................................................................99
Section 11.01
Termination......................................................................99
ARTICLE XII
MISCELLANEOUS
PROVISIONS..............................................................101
Section 12.01
Severability of
Provisions......................................................101
Section 12.02
Limitation on Rights of
Certificateholders......................................101
Section 12.03
Amendment.......................................................................102
Section 12.04
Counterparts....................................................................102
Section 12.05
Duration of
Agreement...........................................................102
Section 12.06
Governing
Law...................................................................102
Section 12.07
Notices.........................................................................102
Section 12.08
Further
Assurances..............................................................103
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EXHIBIT A MORTGAGE LOAN
SCHEDULE
EXHIBIT B CONTENTS OF
MORTGAGE FILE
EXHIBIT C FORMS OF CLASS A
CERTIFICATES
EXHIBIT D FORM OF CLASS M
CERTIFICATE
EXHIBIT E FORMS OF CLASS B
CERTIFICATES
EXHIBIT F FORM OF CLASS
A-R CERTIFICATE
EXHIBIT G FORM OF TRUSTEE
CERTIFICATION
EXHIBIT H FORM OF
INVESTMENT LETTER
EXHIBIT I FORM OF RULE
144A INVESTMENT LETTER
EXHIBIT J FORM OF SPECIAL
SERVICING AND COLLATERAL FUND AGREEMENT
EXHIBIT K FORM OF CLASS
A-R TRANSFEREE LETTER
EXHIBIT K-1 FORM OF CLASS A-R TRANSFEROR
LETTER
EXHIBIT L REQUEST FOR
RELEASE OF DOCUMENTS
EXHIBIT M FORM OF ERISA
REPRESENTATION LETTER
EXHIBIT N FORM OF
OFFICER'S CERTIFICATE (SERVICER)
EXHIBIT O FORM OF
OFFICER'S CERTIFICATE (PAYING AGENT)
EXHIBIT P LETTER OF
REPRESENTATIONS
SCHEDULE ONE Planned
Principal Balance for the Class 1-A8 Certificates
iv
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This Pooling and Servicing Agreement, dated as of April 1, 2005,
is
executed among Chase Mortgage Finance
Corporation, as depositor (together with
its permitted successors and assigns, the
"Depositor"), JPMorgan Chase Bank,
N.A. ("Chase"), as servicer (together with
its permitted successors and assigns,
the "Servicer") and Wachovia Bank, N.A., as
trustee (together with its permitted
successors and assigns, the "Trustee").
In consideration of the premises and the mutual agreements
hereinafter
set forth, the Depositor, the Servicer and
the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless
the
context otherwise requires, shall have the
following meanings:
ACCEPTED SERVICING PRACTICES: With respect to any Mortgage Loan,
those
mortgage servicing practices (including
collection procedures) of prudent
mortgage banking institutions which service
mortgage loans of the same type as
such Mortgage Loan in the jurisdiction
where the related Mortgaged Property (or
Underlying Mortgaged Property, in the case
of a Co-op Loan) is located, and
which are in accordance with FNMA servicing
practices and procedures for MBS
pool mortgages (as defined in the FNMA
Guides including future updates).
ADVANCE: The aggregate of the advances made by the Servicer
with
respect to a particular Distribution Date
pursuant to Section 6.03.
AFFILIATE: With respect to any specified Person, any other
Person
controlling, controlled by or under common
control with such Person. For the
purposes of this definition, "control"
means the power to direct the management
and policies of a Person, directly or
indirectly, whether through ownership of
voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
AGENCY & TRUST OFFICE: The principal office of the Trustee at
which at
any particular time its corporate trust
business shall be administered, which
office at the date of execution of this
instrument is located at 401 South Tryon
Street, 12th Floor NC1179, Charlotte, North
Carolina 28288-1179.
AGGREGATE CLASS A INTEREST ACCRUAL AMOUNT: On any Distribution
Date, an
amount equal to the sum of the Class 1-A1
Interest Accrual Amount, the Class
1-A2 Interest Accrual Amount, the Class
1-A3 Interest Accrual Amount, the Class
1-A4 Interest Accrual Amount, the Class
1-A5 Interest Accrual Amount, the Class
1-A6 Interest Accrual Amount, the Class
1-A7 Interest Accrual Amount, the Class
1-A8 Interest Accrual Amount, the Class
1-A9 Interest Accrual Amount, the Class
1-A10 Interest Accrual Amount, the Class
1-A11 Interest Accrual Amount, the
Class 1-A12 Interest Accrual Amount, the
Class 1-A13 Interest Accrual Amount,
the Class 1-A14 Interest Accrual Amount,
the Class 1-A15 Interest Accrual
Amount, the Class 1-A16 Interest Accrual
Amount, the Class 1-A17 Interest
Accrual Amount, the Class 1-A18 Interest
Accrual Amount, the Class 1-AX Interest
Accrual Amount, the Class 2-A1 Interest
Accrual Amount, the Class 2-A2 Interest
Accrual Amount, the Class 2-A3 Interest
Accrual Amount and the Class A-R
Interest Accrual Amount.
AGGREGATE CLASS A INTEREST SHORTFALL: On any Distribution Date,
an
amount equal to the sum of the Class 1-A1
Shortfall, the Class 1-A2 Shortfall,
the Class 1-A3 Shortfall, the Class 1-A4
Shortfall, the Class 1-A5 Shortfall,
the Class 1-A6 Shortfall, the Class 1-A7
Shortfall, the Class 1-A8 Shortfall,
the Class 1-A9 Shortfall, the Class 1-A10
Shortfall, the Class 1-A11 Shortfall,
the Class 1-A12
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Shortfall, the Class 1-A13 Shortfall, the
Class 1-A14 Shortfall, the Class 1-A15
Shortfall, the Class 1-A16 Shortfall, the
Class 1-A17 Shortfall, the Class 1-A18
Shortfall, the Class 1-AX Shortfall, the
Class 2-A1 Shortfall, the Class 2-A2
Shortfall, the Class 2-A3 Shortfall and the
Class A-R Shortfall.
AGREEMENT: This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
APPRAISED VALUE: The value set forth in an appraisal or
recertification
document made in connection with the
origination of the related Mortgage Loan as
the value of the Mortgaged Property (or the
related residential dwelling unit in
the Underlying Mortgaged Property, in the
case of a Co-op Loan).
ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice
of
transfer (or UCC-3 assignment (or
equivalent instrument) with respect to each
Co-op Loan) or equivalent instrument, in
recordable form (except in the case of
a Co-op Loan), sufficient under the laws of
the jurisdiction where the related
Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op
Loan) is located to reflect of record the
sale and assignment of the Mortgage
Loan to the Trustee, which assignment,
notice of transfer or equivalent
instrument may, if permitted by law, be in
the form of one or more blanket
assignments covering Mortgages secured by
Mortgaged Properties located in the
same county.
AUTHENTICATING AGENT:
The meaning specified in Section 4.06.
AVAILABLE DISTRIBUTION AMOUNT: On any Distribution Date, an
amount
equal to the amount on deposit in the
Collection Account as of the close of
business two Business Days immediately
preceding the related Distribution Date
(but prior to making any deposits into the
Certificate Account on such date)
except:
(a) amounts
received on particular Mortgage Loans as late payments
or other recoveries of principal or
interest (including any Subsequent
Recoveries, Liquidation Proceeds, Insurance
Proceeds and condemnation awards)
and respecting which the Servicer
previously made an unreimbursed Advance of
such amounts;
(b)
reimbursement for Nonrecoverable Advances and other amounts
permitted to be withdrawn by the Servicer
pursuant to Section 5.09 from, or not
required to be deposited in, the Collection
Account;
(c) amounts
representing the Servicing Fee with respect to such
Distribution Date;
(d) amounts
representing all or part of a Monthly Payment due (i)
after the related Due Period or (ii) on or
prior to the Cut-off Date;
(e) all
Repurchase Proceeds, Principal Prepayments, Liquidation
Proceeds, Insurance Proceeds, Subsequent
Recoveries and condemnation awards with
respect to Mortgage Loans received after
the related Principal Prepayment
Period, and all related payments of
interest representing interest for any
period of time after the last day of the
related Due Period for such Mortgage
Loans; and
(f) all income
from Eligible Investments held in the Collection
Account for the account of the
Servicer.
BACKUP ADVANCER: Initially, the Paying Agent acting with respect
to
the obligation to make Advances under
certain circumstances as set forth in
Section 6.03.
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BANKRUPTCY AMOUNT: As of any date of determination, $100,000 minus
all
Bankruptcy Losses on the Mortgage Loans, if
any, previously allocated to the
Certificates in accordance with Section
6.04.
BANKRUPTCY CODE: Title 11 of the United States Code, as the same
may be
amended from time to time.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or
Debt Service Reduction.
BENEFICIAL HOLDER: A Person holding a beneficial interest in
any
Book-Entry Certificate through a
Participant or an Indirect Participant or a
Person holding a beneficial interest in any
Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates (other than the
Class
A-R Certificates), Class M Certificates,
Class B-1 Certificates and Class B-2
Certificates, referred to collectively.
BUSINESS DAY: Any day other than (a) a Saturday or Sunday, (b) a
legal
holiday in the State of New York or (c) a
day on which banking institutions in
the State of New York are authorized or
obligated by law or executive order to
be closed.
CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution
Date,
with respect to any Class of Subordinated
Certificates, an amount, if any, equal
to the amount of principal distributable to
such Class on any prior Distribution
Date that has not been so distributed and
is not attributable to a Realized
Loss.
CASH LIQUIDATION: Recovery of all cash proceeds by the Servicer
with
respect to the liquidation of any Mortgage
Loan, including Insurance Proceeds
and other payments or recoveries (whether
made at one time or over a period of
time) which the Servicer deems to be
finally recoverable, in connection with the
sale, assignment or satisfaction of such
Mortgage Loan, trustee's sale,
foreclosure sale or otherwise, but only if
title to the related Mortgaged
Property (or stock allocated to a dwelling
unit, in the case of a Co-op Loan)
was not acquired by foreclosure or deed in
lieu of foreclosure by the Servicer
pursuant to Section 5.21.
CERTIFICATE: Any Class
A, Class M or Class B Certificate.
CERTIFICATE ACCOUNT: The account created and maintained pursuant
to
Section 4.05.
CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate
is
registered in the Certificate Register,
except that, solely for the purposes of
giving any consent, waiver, request or
demand pursuant to this Agreement, any
Certificate registered in the name of the
Depositor, the Servicer, any
Sub-Servicer, or any of their respective
Affiliates shall be disregarded and the
undivided Percentage Interest evidenced
thereby shall not be taken into account
in determining whether the requisite amount
of Percentage Interests necessary to
effect any such consent, waiver, request or
demand has been obtained. The
Trustee and the Paying Agent shall be
entitled to conclusively rely upon the
certificate of the Depositor or the
Servicer as to the determination of which
Certificates are registered in the name of
such Affiliates.
CERTIFICATE OWNER: Any Person who is the beneficial owner of a
Book-Entry Certificate registered in the
name of the Depository or its nominee.
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CERTIFICATE RATE: The per annum rate of interest borne by each
Class of
Certificates (other than the Class A-P
Certificates), which rate shall equal (i)
5.25% with respect to the Class 1-A1, Class
1-A2, Class 1-A3 and Class 1-A4
Certificates, (ii) 5.50% with respect to
the Class 1-A5, Class 1-A6, Class 1-A7,
Class 1-A8, Class 1-A9, Class 1-A10, Class
1-A11, Class 1-A12 and Class 1-A18
Certificates, (iii) 6.00% with respect to
the Class 1-A13, Class 1-A14, Class
1-A15, Class 1-A16, Class 1-A17 and Class
1-AX Certificates and (iv) 5.00% with
respect to the Class 2-A1 and Class A-R
Certificates. In the case of the Class
2-A2 Certificates, the Certificate Rate
with respect to the first Distribution
Date will be 3.14%, and as to any
Distribution Date thereafter, the Certificate
Rate on the Class 2-A2 Certificates will
equal the lesser of (A) 0.25% plus
LIBOR and (B) 7.00%. In the case of the
Class 2-A3 Certificates, the Certificate
Rate with respect to the first Distribution
Date will be 3.86%, and as to any
Distribution Date thereafter, the
Certificate Rate on the Class 2-A3
Certificates will equal 6.75% minus LIBOR,
but not less than 0.00%. With respect
to any Distribution Date after the first
Distribution Date, the Certificate Rate
on each Class of Subordinated Certificates
shall equal the fraction, expressed
as a percentage, the numerator of which
shall equal the sum of (i) the product
of (x) 5.25% and (y) the Subgroup 1-1
Subordinated Amount, (ii) the product of
(x) 5.50% and (y) the Subgroup 1-2
Subordinated Amount, (iii) the product of (x)
6.00% and (y) the Subgroup 1-3 Subordinated
Amount, (iv) the product of (x)
5.00% and (y) the Subgroup 2-1 Subordinated
Amount and (v) the product of (x)
7.00% and (y) the Subgroup 2-2 Subordinated
Amount, and the denominator of which
shall equal the sum of the Subgroup 1-1
Subordinated Amount, the Subgroup 1-2
Subordinated Amount, the Subgroup 1-3
Subordinated Amount, the Subgroup 2-1
Subordinated Amount and the Subgroup 2-2
Subordinated Amount. The Certificate
Rate on each Class of Subordinated
Certificates with respect to the first
Distribution Date will be 5.486%. For
federal income tax purposes, the
Certificate Rate on each Class of
Subordinate Certificates can be expressed as a
per annum rate equal to the weighted
average of the interest rates on the
Lower-Tier REMIC Regular Interests ending
with the designation "A" weighted on
the basis of their principal amounts
immediately prior to such Distribution
Date. Interest with respect to each Class
of Certificates (other than the Class
A-P Certificates) shall be calculated based
on a 360 day year comprised of
twelve 30-day months.
CERTIFICATE REGISTER: The register maintained pursuant to Section
4.02.
CERTIFICATE REGISTRAR: The Person appointed by the Trustee as
Certificate Registrar pursuant to Section
4.05.
CERTIFICATE SUBGROUP: Any of Certificate Subgroup 1-1,
Certificate
Subgroup 1-2, Certificate Subgroup 1-3,
Certificate Subgroup 2-1 and Certificate
Subgroup 2-2.
CERTIFICATE SUBGROUP 1-1: The Class A Subgroup 1-1
Certificates.
CERTIFICATE SUBGROUP 1-2: The Class A Subgroup 1-2
Certificates.
CERTIFICATE SUBGROUP 1-3: The Class A Subgroup 1-3
Certificates.
CERTIFICATE SUBGROUP 2-1: The Class A Subgroup 2-1
Certificates.
CERTIFICATE SUBGROUP 2-2: The Class A Subgroup 2-2
Certificates.
CHASE:
JPMorgan Chase Bank, N.A., a national banking association, or
its successor in interest.
CHF: Chase Home Finance LLC, a Delaware limited liability company,
or
its successor in interest.
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CLASS: Pertaining to the Class 1-A1, Class 1-A2, Class 1-A3,
Class
1-A4, Class 1-A5, Class 1-A6, Class 1-A7,
Class 1-A8, Class 1-A9, Class 1-A10,
Class 1-A11, Class 1-A12, Class 1-A13,
Class 1-A14, Class 1-A15, Class 1-A16,
Class 1-A17, Class 1-A18, Class 1-AX, Class
2-A1, Class 2-A2, Class 2-A3, Class
A-P, Class A-R, Class M, Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5
Certificates, any Lower-Tier REMIC Interest
or any Middle-Tier REMIC Interest,
as the case may be.
CLASS 1-A1 CERTIFICATE: Any one of the Class 1-A1 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A1 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A1 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A1 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A1 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A1/1-A2 LOCKOUT PERCENTAGE: With respect to any
Distribution
Date through April 2010, 0% and for any
Distribution Date thereafter, the lesser
of (i) the product of (a) the quotient of
(I) the Outstanding Certificate
Principal Balance of the Class 1-A1 and
Class 1-A2 Certificates and (II) the
Outstanding Certificate Principal Balance
of the Class 1-A1, Class 1-A2, Class
1-A3 and Class 1-A4 Certificates and (b)
the Step Down Percentage, in each case
immediately prior to such Distribution Date
and (ii) 100.00%.
CLASS 1-A1/1-A2 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect
to
any Distribution Date, the Class 1-A1/1-A2
Lockout Percentage of the Class A
Subgroup 1-1 Optimal Principal Amount.
CLASS 1-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A1 Interest Accrual Amount over the
amount actually distributed to the Class
1-A1 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(A).
CLASS 1-A2 CERTIFICATE: Any one of the Class 1-A2 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A2 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A2 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A2 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A2 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A2 Interest Accrual Amount over the
amount actually distributed to the Class
1-A2 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(B).
CLASS 1-A3 CERTIFICATE: Any one of the Class 1-A3 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
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CLASS 1-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A3 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A3 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A3 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A3 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A3 Interest Accrual Amount over the
amount actually distributed to the Class
1-A3 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(C).
CLASS 1-A4 CERTIFICATE: Any one of the Class 1-A4 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A4 ACCRETION TERMINATION DATE: The earlier to occur of (i)
the
Distribution Date following the
Distribution Date on which the aggregate
Outstanding Certificate Principal Balance
of the Class 1-A3 Certificates has
been reduced to zero and (ii) the
Distribution Date following the Credit Support
Depletion Date.
CLASS 1-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A4 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A4 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A4 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A4 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A4 Interest Accrual Amount over the
amount actually distributed to the Class
1-A4 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(D).
CLASS 1-A5 CERTIFICATE: Any one of the Class 1-A5 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A5 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A5 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A5 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A5 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A5/1-A18 LOCKOUT PERCENTAGE: With respect to any
Distribution
Date through April 2010, 0% and for any
Distribution Date thereafter, the lesser
of (i) the product of (a) the quotient of
(I) the sum of (A) the Outstanding
Certificate Principal Balance of the Class
1-A5 and Class 1-A18 Certificates and
(B) $20,000,000 (II) the Outstanding
Certificate Principal Balance of the Class
1-A5, Class 1-A6, Class 1-A7, Class 1-A8,
Class 1-A10, Class 1-A11, Class 1-A12
and Class 1-A18 Certificates and (b) the
Step Down Percentage, in each case
immediately prior to such Distribution
Date
6
<PAGE>
and (ii) 100.00%; provided, however, that
the quotient in clause (a) of this
paragraph shall not exceed 1 and in no
event shall the Class 1-A5/1-A18 Lockout
Percentage exceed 99%.
CLASS 1-A5/1-A18 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With
respect to
any Distribution Date, the Class 1-A5/1-A18
Lockout Percentage of the Class A
Subgroup 1-2 Optimal Principal Amount.
CLASS 1-A5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A5 Interest Accrual Amount over the
amount actually distributed to the Class
1-A5 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(E).
CLASS 1-A6 CERTIFICATE: Any one of the Class 1-A6 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A6 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A6 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A6 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A6 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A6 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A6 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A6 Interest Accrual Amount over the
amount actually distributed to the Class
1-A6 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(F).
CLASS 1-A7 CERTIFICATE: Any one of the Class 1-A7 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A7 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A7 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A7 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A7 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A7 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A7 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A7 Interest Accrual Amount over the
amount actually distributed to the Class
1-A7 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(G).
CLASS 1-A8 CERTIFICATE: Any one of the Class 1-A8 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A8 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A8 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A8 Certificates
on such Distribution Date pursuant to
Section 6.05(c),
7
<PAGE>
and (iii) any interest shortfall resulting
from the Relief Act allocated to the
Class 1-A8 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A8 Interest Accrual Amount over the
amount actually distributed to the Class
1-A8 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(H).
CLASS 1-A9 CERTIFICATE: Any one of the Class 1-A9 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A9 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A9 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A9 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 1-A9 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 1-A9 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A9 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
1-A9 Interest Accrual Amount over the
amount actually distributed to the Class
1-A9 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(I).
CLASS 1-A10 CERTIFICATE: Any one of the Class 1-A10
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A10 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A10 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A10 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess
Loss allocated to the Class 1-A10
Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the
Relief Act allocated to the Class
1-A10 Certificates on such Distribution
Date pursuant to Section 6.05(d).
CLASS 1-A10 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A10 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A10 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(J).
CLASS 1-A11 CERTIFICATE: Any one of the Class 1-A11
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A11/1-A12 ACCRETION TERMINATION DATE: The earlier to occur
of
(i) the Distribution Date following the
Distribution Date on which the aggregate
Outstanding Certificate Principal Balance
of the Class 1-A6, Class 1-A7, Class
1-A8, Class1-A9 and Class 1-A10
Certificates has been reduced to zero and (ii)
the Distribution Date following the Credit
Support Depletion Date.
CLASS 1-A11 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A11 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A11 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting
8
<PAGE>
from an Excess Loss allocated to the Class
1-A11 Certificates on such
Distribution Date pursuant to Section
6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to
the Class 1-A11 Certificates on such
Distribution Date pursuant to Section
6.05(d).
CLASS 1-A11 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A11 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A11 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(K).
CLASS 1-A12 CERTIFICATE: Any one of the Class 1-A12
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A12 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A12 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A12 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess
Loss allocated to the Class 1-A12
Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the
Relief Act allocated to the Class
1-A12 Certificates on such Distribution
Date pursuant to Section 6.05(d).
CLASS 1-A12 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A12 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A12 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(L).
CLASS 1-A13 CERTIFICATE: Any one of the Class 1-A13
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A13 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A13 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A13 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess
Loss allocated to the Class 1-A13
Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the
Relief Act allocated to the Class
1-A13 Certificates on such Distribution
Date pursuant to Section 6.05(d).
CLASS 1-A13 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A13 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A13 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(M).
CLASS 1-A14 CERTIFICATE: Any one of the Class 1-A14
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A14 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A14 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A14 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess
Loss allocated to the Class 1-A14
Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the
Relief Act allocated to the Class
1-A14 Certificates on such Distribution
Date pursuant to Section 6.05(d).
9
<PAGE>
CLASS 1-A14 LOCKOUT PERCENTAGE: With respect to any Distribution
Date
through April 2010, 0% and for any
Distribution Date thereafter, the lesser of
(i) the product of (a) the quotient of (I)
the Outstanding Certificate Principal
Balance of the Class 1-A14 Certificates and
(II) the Outstanding Certificate
Principal Balance of the Class 1-A14, Class
1-A15, Class 1-A16 and Class 1-A17
Certificates and (b) the Step Down
Percentage, in each case immediately prior to
such Distribution Date and (ii)
100.00%.
CLASS
1-A14 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any
Distribution Date, will equal the product
of (i) the Class 1-A14 Lockout
Percentage and (ii) the Class A Subgroup
1-3 Optimal Principal Amount less the
amount of the Class A Subgroup 1-3 Optimal
Principal Amount distributed to the
Class 1-A13 Certificates.
CLASS 1-A14 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A14 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A14 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(N).
CLASS 1-A15 CERTIFICATE: Any one of the Class 1-A15
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A15 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A15 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A15 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess
Loss allocated to the Class 1-A15
Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the
Relief Act allocated to the Class
1-A15 Certificates on such Distribution
Date pursuant to Section 6.05(d).
CLASS 1-A15 LOCKOUT PERCENTAGE: With respect to any Distribution
Date
through April 2010, 0% and for any
Distribution Date thereafter, the lesser of
(i) the product of (a) the quotient of (I)
the Outstanding Certificate Principal
Balance of the Class 1-A15 Certificates and
(II) the Outstanding Certificate
Principal Balance of the Class 1-A14, Class
1-A15, Class 1-A16 and Class 1-A17
Certificates and (b) the Step Down
Percentage, in each case immediately prior to
such Distribution Date and (ii)
100.00%.
CLASS 1-A15 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any
Distribution Date, will equal the product
of (i) the Class 1-A15 Lockout
Percentage and (ii) the Class A Subgroup
1-3 Optimal Principal Amount less the
amount of the Class A Subgroup 1-3 Optimal
Principal Amount distributed to the
Class 1-A13 and Class 1-A14
Certificates.
CLASS 1-A15 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A15 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A15 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(O).
CLASS 1-A16 CERTIFICATE: Any one of the Class 1-A16
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A16 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A16 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A16 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting
10
<PAGE>
from an Excess Loss allocated to the Class
1-A16 Certificates on such
Distribution Date pursuant to Section
6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to
the Class 1-A16 Certificates on such
Distribution Date pursuant to Section
6.05(d).
CLASS 1-A16 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A16 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A16 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(P).
CLASS 1-A17 CERTIFICATE: Any one of the Class 1-A17
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A17 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A17 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A17 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess
Loss allocated to the Class 1-A17
Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the
Relief Act allocated to the Class
1-A17 Certificates on such Distribution
Date pursuant to Section 6.05(d).
CLASS 1-A17 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A17 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A17 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(Q).
CLASS 1-A18 CERTIFICATE: Any one of the Class 1-A18
Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-A18 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
1-A18 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 1-A18 Certificates on
such Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess
Loss allocated to the Class 1-A18
Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the
Relief Act allocated to the Class
1-A18 Certificates on such Distribution
Date pursuant to Section 6.05(d).
CLASS 1-A18 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the
Class 1-A18 Interest Accrual Amount
over the amount actually distributed to the
Class 1-A18 Certificateholders on
such Distribution Date pursuant to Section
6.01(b)(i)(R).
CLASS 1-AX CERTIFICATE: Any one of the Class 1-AX Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 1-AX INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Class 1-AX Notional
Amount minus (i) any Compensating Interest
Shortfall allocated to the Class 1-AX
Certificates on such Distribution Date
pursuant to Section 6.05(b), (ii) any
Realized Loss Interest Shortfall resulting
from an Excess Loss allocated to the
Class 1-AX Certificates on such
Distribution Date pursuant to Section 6.05(c),
and (iii) any interest shortfall resulting
from the Relief Act, allocated to the
Class 1-AX Certificates on such
Distribution Date pursuant to Section 6.05(d).
11
<PAGE>
CLASS 1-AX NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal the product of the aggregate
Scheduled Principal Balance of the
Subgroup 1-3 Mortgage Loans having a Net
Mortgage Rate greater than 6.00% and a
fraction the numerator of which is the
weighted average of the Stripped Interest
Rates of such Mortgage Loans and the
denominator of which is 6.00%. The Class
1-AX Notional Amount for the first
Distribution Date will be $753,581.
CLASS 1-AX SHORTFALL: With respect to any Distribution Date the
amount
equal to the excess, if any, of the Class
1-AX Interest Accrual Amount over the
amount actually distributed to the Class
1-AX Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(S).
CLASS 2-A1 CERTIFICATE: Any one of the Class 2-A1 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 2-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
2-A1 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 2-A1 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 2-A1 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 2-A1 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 2-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
2-A1 Interest Accrual Amount over the
amount actually distributed to the Class
2-A1 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(T).
CLASS 2-A2 CERTIFICATE: Any one of the Class 2-A2 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 2-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
2-A2 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class 2-A2 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class 2-A2 Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class 2-A2 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS 2-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
2-A2 Interest Accrual Amount over the
amount actually distributed to the Class
2-A2 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(U).
CLASS 2-A3 CERTIFICATE: Any one of the Class 2-A3 Certificates,
executed by the Depositor and authenticated
by the Trustee, senior in right of
payment to the Class M and Class B
Certificates, substantially in the form of
the Class A Certificate set forth in
Exhibit C hereto.
CLASS 2-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Class 2-A3 Notional
Amount minus (i) any Compensating Interest
Shortfall allocated to the Class 2-A3
Certificates on such Distribution Date
pursuant to Section 6.05(b), (ii) any
Realized Loss Interest Shortfall resulting
from an Excess Loss allocated to the
Class 2-A3 Certificates on such
Distribution Date pursuant to Section 6.05(c),
and (iii) any interest shortfall
12
<PAGE>
resulting from the Relief Act allocated to
the Class 2-A3 Certificates on such
Distribution Date pursuant to Section
6.05(d).
CLASS 2-A3 NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the Outstanding Certificate
Principal Balance of the Class 2-A2
Certificates (prior to giving effect to the
distributions made on such
Distribution Date). The Class 2-A3 Notional
Amount for the first Distribution
Date will be $18,141,990.
CLASS 2-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
2-A3 Interest Accrual Amount over the
amount actually distributed to the Class
2-A3 Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(V).
CLASS A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3,
Class
1-A4, Class 1-A5, Class 1-A6, Class 1-A7,
Class 1-A8, Class 1-A9, Class 1-A10,
Class 1-A11, Class 1-A12, Class 1-A13,
Class 1-A14, Class 1-A15, Class 1-A16,
Class 1-A17, Class 1-A18, Class 1-AX, Class
2-A1, Class 2-A2, Class 2-A3, Class
A-P and Class A-R Certificates, referred to
collectively.
CLASS A,
CLASS M OR CLASS B: Pertaining to Class A Certificates, Class
M Certificates or Class B Certificates, as
the case may be.
CLASS A PERCENTAGE: As of any Distribution Date, the fraction,
expressed as a percentage (which shall
never exceed 100%), the numerator of
which is the Class A Principal Balance as
of such Distribution Date and the
denominator of which is the outstanding
Principal Balance of the Mortgage Loans
as of the immediately preceding Due
Date.
CLASS A PRINCIPAL BALANCE: As of any Distribution Date, the sum of
the
Class A Subgroup 1-1 Principal Balance, the
Class A Subgroup 1-2 Principal
Balance, the Class A Subgroup 1-3 Principal
Balance, the Class A Subgroup 2-1
Principal Balance, the Class A Subgroup 2-2
Principal Balance and the Class A
Subgroup A-P Principal Balance.
CLASS A SUBGROUP 1-1 CERTIFICATES: The Class 1-A1, Class 1-A2,
Class
1-A3 and Class 1-A4 Certificates, referred
to collectively.
CLASS A SUBGROUP 1-1 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the
Class A Subgroup 1-1 Principal Balance
and (b) the sum of:
(i) the Class
A Subgroup 1-1 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
1-1 which were outstanding during such Due Period;
(ii)
the Class A Subgroup 1-1 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
1-1
during the related Principal Prepayment Period;
(iii) with
respect to each Mortgage Component in Subgroup
1-1 not described in (iv) below, the Class A Subgroup 1-1
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 1-1, net of related unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
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<PAGE>
(iv)
with respect to each Mortgage Component in Subgroup
1-1 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 1-1 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a Liquidated
Mortgage Loan and (B) the Class A Subgroup 1-1 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with
respect to each Mortgage Component in Subgroup
1-1 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 1-1 Prepayment Percentage
of
the principal portion of the Purchase Price (net of amounts
with
respect to which a distribution of principal has previously been
made
to the applicable Class A Certificateholders); and
(vi)
on or after the Credit
Support Depletion Date, the
excess of the Class A Subgroup 1-1 Principal Balance (calculated
after
giving effect to reductions thereof on such Distribution Date
with
respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Mortgage Components in
Subgroup
1-1, if any, as of the preceding Distribution Date (giving effect
to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 1-1 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A
Subgroup 1-1 Principal Balance by
the outstanding principal balance of the
Mortgage Loans or Mortgage Components
in Subgroup 1-1, but not more than
100%.
CLASS A SUBGROUP 1-1 PREPAYMENT PERCENTAGE: As of any Distribution
Date
up to and including the Distribution Date
in April 2010, 100%; as of any
Distribution Date in the first year
thereafter, the Class A Subgroup 1-1
Percentage plus 70% of the Subgroup 1-1
Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the second year thereafter,
the Class A Subgroup 1-1 Percentage plus
60% of the Subgroup 1-1 Subordinated
Percentage for such Distribution Date; as
of any Distribution Date in the third
year thereafter, the Class A Subgroup 1-1
Percentage plus 40% of the Subgroup
1-1 Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the fourth year thereafter, the
Class A Subgroup 1-1 Percentage plus 20%
of the Subgroup 1-1 Subordinated Percentage
for such Distribution Date; and as
of any Distribution Date after the fourth
year thereafter, the Class A Subgroup
1-1 Percentage; provided that, if the Class
A Subgroup 1-1 Percentage as of any
such Distribution Date is greater than the
Class A Subgroup 1-1 Percentage on
the first Distribution Date or any other
applicable Class A Subgroup Percentage
as of any such Distribution Date is greater
than the applicable Class A Subgroup
Percentage on the first Distribution Date,
the Class A Subgroup 1-1 Prepayment
Percentage shall be 100%; and provided
further, however, that whenever the Class
A Subgroup 1-1 Percentage equals 0%, the
Class A Subgroup 1-1 Prepayment
Percentage shall equal 0%; and provided
further that no reduction of the Class A
Subgroup 1-1 Prepayment Percentage below
the level in effect for the most recent
period shall occur with respect to any
Distribution Date unless, as of the last
day of the month preceding such
Distribution Date, (i) the aggregate outstanding
Principal Balance of Mortgage Loans or
Mortgage Components with respect to all
six Subgroups, each taken individually,
delinquent 60 days or more (including
for this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with
respect to which the related Mortgaged
Property has been acquired by the Trust
Fund) does not exceed 50% of the
Subordinated Percentage of the portion of the
Mortgage Pool Principal Balance with
respect to the related Subgroup as of such
date and (ii) cumulative Realized Losses
with respect to all six Subgroups, each
taken individually, do not exceed (a) 30%
of the related
14
<PAGE>
Original Subordinated Principal Balance if
such Distribution Date occurs in the
year beginning with and including the fifth
anniversary of the first
Distribution Date, (b) 35% of the related
Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the sixth anniversary of the
first Distribution Date, (c) 40% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs
in the year beginning with and including
the seventh anniversary of the first
Distribution Date, (d) 45% of the related
Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the eighth anniversary of the
first Distribution Date, and (e) 50% of
the related Original Subordinated Principal
Balance if such Distribution Date
occurs in the year beginning with and
including the ninth anniversary of the
first Distribution Date and thereafter.
CLASS A SUBGROUP 1-1 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 1-1 Principal
Balance for the immediately preceding
Distribution Date less (b) amounts
distributed to the Class A Subgroup 1-1
Certificateholders on such preceding
Distribution Date allocable to principal
(including the principal portion of
Advances of the Servicer made pursuant to
Section 6.03 and Realized Losses allocated
to the Class A Subgroup 1-1
Certificates pursuant to Section 6.04); as
adjusted to reflect any adjustments
to the Outstanding Certificate Principal
Balance of the Class A Subgroup 1-1
Certificates as a result of Subsequent
Recoveries; provided that the Class A
Subgroup 1-1 Principal Balance on the first
Distribution Date will be the
Original Class A Subgroup 1-1 Principal
Balance.
CLASS A SUBGROUP 1-1 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the
Class A Subgroup 1-1 Certificateholders
pursuant to Section 6.01(b)(ii)(A) shall be
made in the following amounts and
priority, (a) except after the Credit
Support Depletion Date:
first, to the Class 1-A1 and the Class 1-A2 Certificates, pro
rata,
based upon their Outstanding Certificate
Principal Balances, up to the Class
1-A1/1-A2 Lockout Principal Distribution
Amount, until the Outstanding
Certificate Principal Balances of such
Classes have been reduced to zero;
second, sequentially, to the Class 1-A3 and Class 1-A4
Certificates,
until the Outstanding Certificate Principal
Balance of each such Class has been
reduced to zero; and
third, to the Class 1-A1 and Class 1-A2 Certificates, pro rata,
based
upon their Outstanding Certificate
Principal Balances, until the Outstanding
Certificate Principal Balances of such
Classes have been reduced to zero.
(b) after the Credit Support Depletion
Date,
pro rata, based upon their Outstanding Certificate Principal
Balances,
to the Class 1-A1, Class 1-A2, Class 1-A3
and Class 1-A4 Certificates until the
Outstanding Certificate Principal Balances
of such Classes have been reduced to
zero.
CLASS A SUBGROUP 1-2 CERTIFICATES: The Class 1-A5, Class 1-A6,
Class
1-A7, Class 1-A8, Class 1-A9, Class 1-A10,
Class 1-A11, Class 1-A12 and Class
1-A18 Certificates.
CLASS A SUBGROUP 1-2 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the
Class A Subgroup 1-2 Principal Balance
and (b) the sum of:
(i) the Class
A Subgroup 1-2 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
1-2 which were outstanding during such Due Period;
15
<PAGE>
(ii)
the
Class A Subgroup 1-2 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
1-2
during the related Principal Prepayment Period;
(iii) with
respect to each Mortgage Component in Subgroup
1-2 not described in (iv) below, the Class A Subgroup 1-2
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 1-2, net of related unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
(iv)
with respect to each Mortgage Component in Subgroup
1-2 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 1-2 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a Liquidated
Mortgage Loan and (B) the Class A Subgroup 1-2 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with
respect to each Mortgage Component in Subgroup
1-2 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 1-2 Prepayment Percentage
of
the principal portion of the Purchase Price (net of amounts
with
respect to which a distribution of principal has previously been
made
to the applicable Class A Certificateholders); and
(vi)
on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 1-2 Principal Balance (calculated
after
giving effect to reductions thereof on such Distribution Date
with
respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Mortgage Components in
Subgroup
1-2, if any, as of the preceding Distribution Date (giving effect
to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 1-2 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A
Subgroup 1-2 Principal Balance by
the outstanding principal balance of the
Mortgage Components in Subgroup 1-2,
but not more than 100%.
CLASS A SUBGROUP 1-2 PREPAYMENT PERCENTAGE: As of any Distribution
Date
up to and including the Distribution Date
in April 2010, 100%; as of any
Distribution Date in the first year
thereafter, the Class A Subgroup 1-2
Percentage plus 70% of the Subgroup 1-2
Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the second year thereafter,
the Class A Subgroup 1-2 Percentage plus
60% of the Subgroup 1-2 Subordinated
Percentage for such Distribution Date; as
of any Distribution Date in the third
year thereafter, the Class A Subgroup 1-2
Percentage plus 40% of the Subgroup
1-2 Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the fourth year thereafter, the
Class A Subgroup 1-2 Percentage plus 20%
of the Subgroup 1-2 Subordinated Percentage
for such Distribution Date; and as
of any Distribution Date after the fourth
year thereafter, the Class A Subgroup
1-2 Percentage; provided that, if the Class
A Subgroup 1-2 Percentage as of any
such Distribution Date
16
<PAGE>
is greater than the Class A Subgroup 1-2
Percentage on the first Distribution
Date or any other applicable Class A
Subgroup Percentage as of any such
Distribution Date is greater than the
applicable Class A Subgroup Percentage on
the first Distribution Date, the Class A
Subgroup 1-2 Prepayment Percentage
shall be 100%; and provided further,
however, that whenever the Class A Subgroup
1-2 Percentage equals 0%, the Class A
Subgroup 1-2 Prepayment Percentage shall
equal 0%; and provided further that no
reduction of the Class A Subgroup 1-2
Prepayment Percentage below the level in
effect for the most recent period shall
occur with respect to any Distribution Date
unless, as of the last day of the
month preceding such Distribution Date, (i)
the aggregate outstanding Principal
Balance of Mortgage Loans or Mortgage
Components with respect to all six
Subgroups, each taken individually,
delinquent 60 days or more (including for
this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with respect
to which the related Mortgaged Property has
been acquired by the Trust Fund)
does not exceed 50% of the Subordinated
Percentage of the portion of the
Mortgage Pool Principal Balance with
respect to the related Subgroup as of such
date and (ii) cumulative Realized Losses
with respect to all six Subgroups, each
taken individually, do not exceed (a) 30%
of the related Original Subordinated
Principal Balance if such Distribution Date
occurs in the year beginning with
and including the fifth anniversary of the
first Distribution Date, (b) 35% of
the related Original Subordinated Principal
Balance if such Distribution Date
occurs in the year beginning with and
including the sixth anniversary of the
first Distribution Date, (c) 40% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the seventh anniversary of the
first Distribution Date, (d) 45% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs
in the year beginning with and including
the eighth anniversary of the first
Distribution Date, and (e) 50% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the ninth anniversary of the
first Distribution Date and thereafter.
CLASS A SUBGROUP 1-2 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 1-2 Principal
Balance for the immediately preceding
Distribution Date less (b) amounts
distributed to the Class A Subgroup 1-2
Certificateholders on such preceding
Distribution Date allocable to principal
(including the principal portion of
Advances of the Servicer made pursuant to
Section 6.03 and Realized Losses allocated
to the Class A Subgroup 1-2
Certificates pursuant to Section 6.04); as
adjusted to reflect any adjustments
to the Outstanding Certificate Principal
Balance of the Class A Subgroup 1-2
Certificates as a result of Subsequent
Recoveries provided that the Class A
Subgroup 1-2 Principal Balance on the first
Distribution Date will be the
Original Class A Subgroup 1-2 Principal
Balance.
CLASS A SUBGROUP 1-2 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the
Class A Subgroup 1-2 Certificateholders
pursuant to Section 6.01(b)(ii)(B) shall be
made in the following amounts and
priority, (a) except after the Credit
Support Depletion Date:
first, to the Class 1-A5 and Class 1-A18 Certificates, pro rata
based
upon their Outstanding Certificate
Principal Balances, up to the Class 1-A5
/1-A18 Lockout Principal Distribution
Amount until the Outstanding Certificate
Principal Balances of such Classes have
been reduced to zero;
second, concurrently:
(i)
25.7724805418% sequentially, to the Class 1-A6 and
Class 1-A7 Certificates until the Outstanding
Certificate Principal Balance of each such Class has
been reduced to zero;
(ii)
24.6515114569% as follows:
17
<PAGE>
(A) first, to
the Class 1-A8 Certificates, up to
the amount necessary to reduce the Outstanding
Certificate Principal Balance of such Class to its
Planned Principal Balance;
(B) second, to
the Class 1-A9 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been
reduced to zero;
(C) third, to
the Class 1-A8 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been reduced to zero;
(iii)
49.5760080013% to the Class 1-A10 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been reduced to zero;
third, to the Class 1-A11 and Class 1-A12 Certificates, pro rata
based
upon their Outstanding Certificate
Principal Balances, until the Outstanding
Certificate Principal Balances of such
Classes have been reduced to zero; and
fourth, to the Class 1-A5 and Class 1-A18 Certificates, pro rata
based
upon their Outstanding Certificate
Principal Balances, until the Outstanding
Certificate Principal Balances of such
Classes have been reduced to zero.
(b) after the Credit Support Depletion
Date,
pro rata, based upon their Outstanding Certificate Principal
Balances,
to the Class 1-A6, Class 1-A7, Class 1-A8,
Class 1-A9, Class 1-A10, Class 1-A11,
Class 1-A12 and Class 1-A18 Certificates
until the Outstanding Certificate
Principal Balances of such Classes have
been reduced to zero.
CLASS A SUBGROUP 1-3 CERTIFICATES: The Class 1-A13, Class 1-A14,
Class
1-A15, Class 1-A16 and Class 1-A17
Certificates.
CLASS A SUBGROUP 1-3 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the
Class A Subgroup 1-3 Principal Balance
and (b) the sum of:
(i) the Class
A Subgroup 1-3 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
1-3 which were outstanding during such Due Period;
(ii)
the Class A Subgroup 1-3 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
1-3
during the related Principal Prepayment Period;
(iii) with
respect to each Mortgage Component in Subgroup
1-3 not described in (iv) below, the Class A Subgroup 1-3
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 1-3, net of related unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
18
<PAGE>
(iv)
with respect to each Mortgage Component in Subgroup
1-3 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 1-3 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a Liquidated
Mortgage Loan and (B) the Class A Subgroup 1-3 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with
respect to each Mortgage Component in Subgroup
1-3 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 1-3 Prepayment Percentage
of
the principal portion of the Purchase Price (net of amounts
with
respect to which a distribution of principal has previously been
made
to the applicable Class A Certificateholders); and
(vi)
on or after the Credit Support Depletion Date, the
excess of the
Class A Subgroup 1-3 Principal Balance (calculated after
giving effect to reductions thereof on such Distribution Date
with
respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Mortgage Components in
Subgroup
1-3, if any, as of the preceding Distribution Date (giving effect
to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 1-3 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A
Subgroup 1-3 Principal Balance by
the outstanding principal balance of the
Mortgage Components in Subgroup 1-3,
but not more than 100%.
CLASS A SUBGROUP 1-3 PREPAYMENT PERCENTAGE: As of any Distribution
Date
up to and including the Distribution Date
in April 2010, 100%; as of any
Distribution Date in the first year
thereafter, the Class A Subgroup 1-3
Percentage plus 70% of the Subgroup 1-3
Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the second year thereafter,
the Class A Subgroup 1-3 Percentage plus
60% of the Subgroup 1-3 Subordinated
Percentage for such Distribution Date; as
of any Distribution Date in the third
year thereafter, the Class A Subgroup 1-3
Percentage plus 40% of the Subgroup
1-3 Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the fourth year thereafter, the
Class A Subgroup 1-3 Percentage plus 20%
of the Subgroup 1-3 Subordinated Percentage
for such Distribution Date; and as
of any Distribution Date after the fourth
year thereafter, the Class A Subgroup
1-3 Percentage; provided that, if the Class
A Subgroup 1-3 Percentage as of any
such Distribution Date is greater than the
Class A Subgroup 1-3 Percentage on
the first Distribution Date or any other
applicable Class A Subgroup Percentage
as of any such Distribution Date is greater
than the applicable Class A Subgroup
Percentage on the first Distribution Date,
the Class A Subgroup 1-3 Prepayment
Percentage shall be 100%; and provided
further, however, that whenever the Class
A Subgroup 1-3 Percentage equals 0%, the
Class A Subgroup 1-3 Prepayment
Percentage shall equal 0%; and provided
further that no reduction of the Class A
Subgroup 1-3 Prepayment Percentage below
the level in effect for the most recent
period shall occur with respect to any
Distribution Date unless, as of the last
day of the month preceding such
Distribution Date, (i) the aggregate outstanding
Principal Balance of Mortgage Loans or
Mortgage Components with respect to all
six Subgroups, each taken individually,
delinquent 60 days or more (including
for this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with
respect to which the related Mortgaged
Property has been acquired by the Trust
Fund) does not exceed 50% of the
Subordinated Percentage of the portion of the
Mortgage Pool Principal Balance with
respect to the related Subgroup as of such
date and (ii) cumulative Realized Losses
with respect to all six Subgroups, each
taken individually, do not exceed (a) 30%
of the related
19
<PAGE>
Original Subordinated Principal Balance if
such Distribution Date occurs in the
year beginning with and including the fifth
anniversary of the first
Distribution Date, (b) 35% of the related
Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the sixth anniversary of the
first Distribution Date, (c) 40% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs
in the year beginning with and including
the seventh anniversary of the first
Distribution Date, (d) 45% of the related
Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the eighth anniversary of the
first Distribution Date, and (e) 50% of
the related Original Subordinated Principal
Balance if such Distribution Date
occurs in the year beginning with and
including the ninth anniversary of the
first Distribution Date and thereafter.
CLASS A SUBGROUP 1-3 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 1-3 Principal
Balance for the immediately preceding
Distribution Date less (b) amounts
distributed to the Class A Subgroup 1-3
Certificateholders on such preceding
Distribution Date allocable to principal
(including the principal portion of
Advances of the Servicer made pursuant to
Section 6.03 and Realized Losses allocated
to the Class A Subgroup 1-3
Certificates pursuant to Section 6.04); as
adjusted to reflect any adjustments
to the Outstanding Certificate Principal
Balance of the Class A Subgroup 1-3
Certificates as a result of Subsequent
Recoveries; provided that the Class A
Subgroup 1-3 Principal Balance on the first
Distribution Date will be the
Original Class A Subgroup 1-3 Principal
Balance.
CLASS A SUBGROUP 1-3 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the
Class A Subgroup 1-3 Certificateholders
pursuant to Section 6.01(b)(ii)(C) shall be
made in the following amounts and
priority, (a) except after the Credit
Support Depletion Date:
Concurrently:
(i)
24.6803212564% to the Class 1-A13 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been reduced to zero; and
(ii)
75.3196787436% as follows:
(A) first, to the Class 1-A14 Certificates,
up to the Class 1-A14 Lockout Principal
Distribution Amount, until the Outstanding
Certificate Principal Balance of such Class
has been reduced to zero;
(B) second, to the Class 1-A15 Certificates,
up to the Class 1-A15 Lockout Principal
Distribution Amount, until the Outstanding
Certificate Principal Balance of such Class
has been reduced to zero;
(C) third, sequentially, to the Class 1-A16
and Class 1-A17 Certificates until the
Outstanding Certificate Principal Balance of
each such Class has been reduced to zero;
(D) fourth, to the Class 1-A15 Certificates,
until the Outstanding Certificate Principal
Balance of such Class has been reduced to
zero;
(E) fifth, to the Class 1-A14 Certificates,
until the Outstanding Certificate Principal
Balance of such Class has been reduced to
zero.
(b) after the Credit Support Depletion
Date,
pro rata, based upon their Outstanding Certificate Principal
Balances,
to the Class 1-A13, Class 1-A14, Class
1-A15, Class 1-A16 and Class 1-A17
Certificates until the Outstanding
Certificate Principal Balances of such
Classes have been reduced to zero.
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<PAGE>
CLASS A
SUBGROUP 2-1 CERTIFICATES: The Class 2-A1 and Class A-R
Certificates, referred to collectively.
CLASS A SUBGROUP 2-1 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the
Class A Subgroup 2-1 Principal Balance
and (b) the sum of:
(i) the Class
A Subgroup 2-1 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
2-1 which were outstanding during such Due Period;
(ii)
the Class A Subgroup 2-1 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
2-1
during the related Principal Prepayment Period;
(iii) with
respect to each Mortgage Component in Subgroup
2-1 not described in (iv) below, the Class A Subgroup 2-1
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 2-1, net of related unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
(iv)
with respect to each Mortgage Component in Subgroup
2-1 with respect to which the related Mortgage Loan has become
a
Liquidated
Mortgage Loan during the related Principal Prepayment
Period, the lesser of (A) the Class A Subgroup 2-1 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a Liquidated
Mortgage Loan and (B) the Class A Subgroup 2-1 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with
respect to each Mortgage Component in Subgroup
2-1 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 2-1 Prepayment Percentage
of
the principal portion of the Purchase Price (net of amounts
with
respect to which a distribution of principal has previously been
made
to the applicable Class A Certificateholders); and
(vi)
on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 2-1 Principal Balance (calculated
after
giving effect to
reductions thereof on such Distribution Date with
respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Mortgage Components in
Subgroup
2-1, if any, as of the preceding Distribution Date (giving effect
to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP
2-1 PERCENTAGE: As of any Distribution Date, the
percentage obtained by dividing the Class A
Subgroup 2-1 Principal Balance by
the outstanding principal balance of the
Mortgage Loans or Mortgage Components
in Subgroup 2-1, but not more than
100%.
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<PAGE>
CLASS A SUBGROUP 2-1 PREPAYMENT PERCENTAGE: As of any Distribution
Date
up to and including the Distribution Date
in April 2010, 100%; as of any
Distribution Date in the first year
thereafter, the Class A Subgroup 2-1
Percentage plus 70% of the Subgroup 2-1
Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the second year thereafter,
the Class A Subgroup 2-1 Percentage plus
60% of the Subgroup 2-1 Subordinated
Percentage for such Distribution Date; as
of any Distribution Date in the third
year thereafter, the Class A Subgroup 2-1
Percentage plus 40% of the Subgroup
2-1 Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the fourth year thereafter, the
Class A Subgroup 2-1 Percentage plus 20%
of the Subgroup 2-1 Subordinated Percentage
for such Distribution Date; and as
of any Distribution Date after the fourth
year thereafter, the Class A Subgroup
2-1 Percentage; provided that, if the Class
A Subgroup 2-1 Percentage as of any
such Distribution Date is greater than the
Class A Subgroup 2-1 Percentage on
the first Distribution Date or any other
applicable Class A Subgroup Percentage
as of any such Distribution Date is greater
than the applicable Class A Subgroup
Percentage on the first Distribution Date,
the Class A Subgroup 2-1 Prepayment
Percentage shall be 100%; and provided
further, however, that whenever the Class
A Subgroup 2-1 Percentage equals 0%, the
Class A Subgroup 2-1 Prepayment
Percentage shall equal 0%; and provided
further that no reduction of the Class A
Subgroup 2-1 Prepayment Percentage below
the level in effect for the most recent
period shall occur with respect to any
Distribution Date unless, as of the last
day of the month preceding such
Distribution Date, (i) the aggregate outstanding
Principal Balance of Mortgage Loans or
Mortgage Components with respect to all
six Subgroups, each taken individually,
delinquent 60 days or more (including
for this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with
respect to which the related Mortgaged
Property has been acquired by the Trust
Fund) does not exceed 50% of the
Subordinated Percentage of the portion of the
Mortgage Pool Principal Balance with
respect to the related Subgroup as of such
date and (ii) cumulative Realized Losses
with respect to all six Subgroups, each
taken individually, do not exceed (a) 30%
of the related Original Subordinated
Principal Balance if such Distribution Date
occurs in the year beginning with
and including the fifth anniversary of the
first Distribution Date, (b) 35% of
the related Original Subordinated Principal
Balance if such Distribution Date
occurs in the year beginning with and
including the sixth anniversary of the
first Distribution Date, (c) 40% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the seventh anniversary of the
first Distribution Date, (d) 45% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs
in the year beginning with and including
the eighth anniversary of the first
Distribution Date, and (e) 50% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the ninth anniversary of the
first Distribution Date and thereafter.
CLASS A SUBGROUP 2-1 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 2-1 Principal
Balance for the immediately preceding
Distribution Date less (b) amounts
distributed to the Class A Subgroup 2-1
Certificateholders on such preceding
Distribution Date allocable to principal
(including the principal portion of
Advances of the Servicer made pursuant to
Section 6.03 and Realized Losses allocated
to the Class A Subgroup 2-1
Certificates pursuant to Section 6.04); as
adjusted to reflect any adjustments
to the Outstanding Certificate Principal
Balance of the Class A Subgroup 2-1
Certificates as a result of Subsequent
Recoveries; provided that the Class A
Subgroup 2-1 Principal Balance on the first
Distribution Date will be the
Original Class A Subgroup 2-1 Principal
Balance.
CLASS A SUBGROUP 2-1 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the
Class A Subgroup 2-1 Certificateholders
pursuant to Section 6.01(b)(ii)(D) shall be
made in the following amounts and
priority, (a) except after the Credit
Support Depletion Date sequentially, to
the Class A-R and Class 2-A1 Certificates
until the Outstanding Certificate
Principal Balance of each such Class has
been reduced to zero, and (b) after the
Credit Support Depletion Date, pro rata,
based upon their Outstanding
Certificate Principal Balances, to the
Class A-R and Class 2-A1
22
<PAGE>
Certificates until the Outstanding
Certificate Principal Balances of such
Classes have been reduced to zero.
CLASS A SUBGROUP 2-2 CERTIFICATES: The Class 2-A6 Certificates.
CLASS A SUBGROUP 2-2 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the
Class A Subgroup 2-2 Principal Balance
and (b) the sum of:
(i) the Class
A Subgroup 2-2 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
2-2 which were outstanding during such Due Period;
(ii)
the Class A Subgroup 2-2 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
2-2
during the related Principal Prepayment Period;
(iii) with
respect to each Mortgage Component in Subgroup
2-2 not described in (iv) below, the Class A Subgroup 2-2
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 2-2, net of related unreimbursed
Servicing Advances and net of any portion thereof which, as to any
such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
(iv)
with respect to each Mortgage Component in Subgroup
2-2 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 2-2 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a Liquidated
Mortgage Loan and (B) the Class A Subgroup 2-2 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with
respect to each Mortgage Component in Subgroup
2-2 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 2-2 Prepayment Percentage
of
the principal portion of the Purchase Price (net of amounts
with
respect to which a distribution of principal has previously been
made
to the applicable Class A Certificateholders); and
(vi)
on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 2-2 Principal Balance (calculated
after
giving effect to reductions thereof on such Distribution Date
with
respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Mortgage Components in
Subgroup
2-2, if any, as of the preceding Distribution Date (giving effect
to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 2-2 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A
Subgroup 2-2 Principal Balance by
the outstanding principal balance of the
Mortgage Components in Subgroup 2-2,
but not more than 100%.
23
<PAGE>
CLASS A SUBGROUP 2-2 PREPAYMENT PERCENTAGE: As of any Distribution
Date
up to and including the Distribution Date
in April 2010, 100%; as of any
Distribution Date in the first year
thereafter, the Class A Subgroup 2-2
Percentage plus 70% of the Subgroup 2-2
Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the second year thereafter,
the Class A Subgroup 2-2 Percentage plus
60% of the Subgroup 2-2 Subordinated
Percentage for such Distribution Date; as
of any Distribution Date in the third
year thereafter, the Class A Subgroup 2-2
Percentage plus 40% of the Subgroup
2-2 Subordinated Percentage for such
Distribution Date; as of any Distribution
Date in the fourth year thereafter, the
Class A Subgroup 2-2 Percentage plus 20%
of the Subgroup 2-2 Subordinated Percentage
for such Distribution Date; and as
of any Distribution Date after the fourth
year thereafter, the Class A Subgroup
2-2 Percentage; provided that, if the Class
A Subgroup 2-2 Percentage as of any
such Distribution Date is greater than the
Class A Subgroup 2-2 Percentage on
the first Distribution Date or any other
applicable Class A Subgroup Percentage
as of any such Distribution Date is greater
than the applicable Class A Subgroup
Percentage on the first Distribution Date,
the Class A Subgroup 2-2 Prepayment
Percentage shall be 100%; and provided
further, however, that whenever the Class
A Subgroup 2-2 Percentage equals 0%, the
Class A Subgroup 2-2 Prepayment
Percentage shall equal 0%; and provided
further that no reduction of the Class A
Subgroup 2-2 Prepayment Percentage below
the level in effect for the most recent
period shall occur with respect to any
Distribution Date unless, as of the last
day of the month preceding such
Distribution Date, (i) the aggregate outstanding
Principal Balance of Mortgage Loans or
Mortgage Components with respect to all
six Subgroups, each taken individually,
delinquent 60 days or more (including
for this purpose any Mortgage Loans in
foreclosure and Mortgage Loans with
respect to which the related Mortgaged
Property has been acquired by the Trust
Fund) does not exceed 50% of the
Subordinated Percentage of the portion of the
Mortgage Pool Principal Balance with
respect to the related Subgroup as of such
date and (ii) cumulative Realized Losses
with respect to all six Subgroups, each
taken individually, do not exceed (a) 30%
of the related Original Subordinated
Principal Balance if such Distribution Date
occurs in the year beginning with
and including the fifth anniversary of the
first Distribution Date, (b) 35% of
the related Original Subordinated Principal
Balance if such Distribution Date
occurs in the year beginning with and
including the sixth anniversary of the
first Distribution Date, (c) 40% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the seventh anniversary of the
first Distribution Date, (d) 45% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs
in the year beginning with and including
the eighth anniversary of the first
Distribution Date, and (e) 50% of the
related Original Subordinated Principal
Balance if such Distribution Date occurs in
the year beginning with and
including the ninth anniversary of the
first Distribution Date and thereafter.
CLASS A SUBGROUP 2-2 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 2-2 Principal
Balance for the immediately preceding
Distribution Date less (b) amounts
distributed to the Class A Subgroup 2-2
Certificateholders on such preceding
Distribution Date allocable to principal
(including the principal portion of
Advances of the Servicer made pursuant to
Section 6.03 and Realized Losses allocated
to the Class A Subgroup 2-2
Certificates pursuant to Section 6.04); as
adjusted to reflect any adjustments
to the Outstanding Certificate Principal
Balance of the Class A Subgroup 2-2
Certificates as a result of Subsequent
Recoveries; provided that the Class A
Subgroup 2-2 Principal Balance on the first
Distribution Date will be the
Original Class A Subgroup 2-2 Principal
Balance.
CLASS A SUBGROUP 2-2 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the
Class A Subgroup 2-2 Certificateholders
pursuant to Section 6.01(b)(ii)(E) shall be
made to the Class 2-A2 Certificates,
until the Outstanding Certificate Principal
Balance of such Class has been
reduced to zero.
24
<PAGE>
CLASS A-P AMOUNT: With respect to any Distribution Date, (i)
all
principal received on or in respect of each
Mortgage Component in Subgroup A-P
(exclusive of any amounts in respect of any
Monthly Payment) during the related
Principal Prepayment Period and (ii) all
principal received as part of a Monthly
Payment on or in respect of a Mortgage
Component in Subgroup A-P during the
related Due Period.
CLASS A SUBGROUP A-P PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup A-P Principal
Balance for the immediately preceding
Distribution Date less (b) amounts
distributed to the Class A-P
Certificateholders on such preceding
Distribution Date allocable to principal
(including the principal portion of
Advances of the Servicer made pursuant to
Section 6.03 and Realized Losses allocated
to the Class A-P Certificates
pursuant to Section 6.04); as adjusted to
reflect any adjustments to the
Outstanding Certificate Principal Balance
of the Class A-P Certificates as a
result of Subsequent Recoveries; provided
that the Class A Subgroup A-P
Principal Balance on the first Distribution
Date will be the Original Class A
Subgroup A-P Principal Balance.
CLASS A-P CERTIFICATE: Any one of the Class A-P Certificates
executed
by the Depositor and authenticated by the
Trustee, senior in right of payment to
the Class M and Class B Certificates,
substantially in the form of the Class A
Certificate set forth in Exhibit C
hereto.
CLASS A-P SHORTFALL AMOUNT: With respect to any Distribution Date
prior
to and including the Credit Support
Depletion Date, to the extent of amounts
available to pay the Subordinated Optimal
Principal Amount (without regard to
clause (b)(2) of the definition of such
term), an amount equal to the sum of (i)
any Realized Loss with respect to a
Mortgage Component in Subgroup A-P other
than an Excess Loss and (ii) the sum of
amounts, if any, by which the amounts
specified in clause (i) with respect to
each prior Distribution Date exceeded
the amount actually distributed in respect
thereof on such prior Distribution
Date and not subsequently distributed to
the Class A-P Certificateholders.
CLASS A-R CERTIFICATE: The Class A-R Certificate executed by
the
Depositor and authenticated by the Trustee,
substantially in the form of the
Class A-R Certificate set forth in Exhibit
F hereto.
CLASS A-R INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
A-R Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class A-R Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class A-R Certificates
on such Distribution Date pursuant to
Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class A-R Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS A-R SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
A-R Interest Accrual Amount over the
amount actually distributed to the Class
A-R Certificateholders on such
Distribution Date pursuant to Section
6.01(b)(i)(W).
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class
B-4
and Class B-5 Certificates, referred to
collectively.
CLASS B PERCENTAGE: As of any Distribution Date, the difference
between
100% and the sum of (i) the Class A
Percentage and (ii) the Class M Percentage
for such Distribution Date.
CLASS B PRINCIPAL BALANCE: As of any Distribution Date, the excess
of
the Mortgage Pool Principal Balance
(together with the principal portion of any
Monthly Payment due but not paid with
25
<PAGE>
respect to which an Advance has not been
made) over the sum of (i) the Class A
Principal Balance and (ii) the Class M
Principal Balance.
CLASS B-1 CERTIFICATE: Any one of the Class B-1 Certificates
executed
by the Depositor and authenticated by the
Trustee, subordinated in right of
payment to the Class A and Class M
Certificates, substantially in the form of
the Class B Certificate set forth in
Exhibit E hereto.
CLASS B-1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
B-1 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class B-1 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class B-1 Certificates
on such Distribution Date pursuant to
Section 6.05(c) and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class B-1 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
B-1 Interest Accrual Amount over the
amount actually distributed to the Class
B-1 Certificates on such Distribution
Date pursuant to Section 6.01(d)(1) (A) and
(B).
CLASS B-2 CERTIFICATE: Any one of the Class B-2 Certificates
executed
by the Depositor and authenticated by the
Trustee, subordinated in right of
payment to the Class A, Class M and Class
B-1 Certificates, substantially in the
form of the Class B Certificate set forth
in Exhibit E hereto.
CLASS B-2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
B-2 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class B-2 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class B-2 Certificates
on such Distribution Date pursuant to
Section 6.05(c) and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class B-2 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
B-2 Interest Accrual Amount over the
amount actually distributed to the Class
B-2 Certificates on such Distribution
Date pursuant to Section 6.01(d)(2) (A) and
(B).
CLASS B-3 CERTIFICATE: Any one of the Class B-3 Certificates
executed
by the Depositor and authenticated by the
Trustee, subordinated in right of
payment to the Class A, Class M, Class B-1
and Class B-2 Certificates,
substantially in the form of the Class B
Certificate set forth in Exhibit E
hereto.
CLASS B-3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
B-3 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class B-3 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class B-3 Certificates
on such Distribution Date pursuant to
Section 6.05(c) and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class B-3 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
B-3 Interest Accrual Amount over the
amount actually distributed to the Class
B-3 Certificates on such Distribution
Date pursuant to Section 6.01(d)(3) (A) and
(B).
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<PAGE>
CLASS B-4 CERTIFICATE: Any one of the Class B-4 Certificates
executed
by the Depositor and authenticated by the
Trustee, subordinated in right of
payment to the Class A, Class M, Class B-1,
Class B-2 and Class B-3
Certificates, substantially in the form of
the Class B Certificate set forth in
Exhibit E hereto.
CLASS B-4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
B-4 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class B-4 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class B-4 Certificates
on such Distribution Date pursuant to
Section 6.05(c) and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class B-4 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
B-4 Interest Accrual Amount over the
amount actually distributed to the Class
B-4 Certificates on such Distribution
Date pursuant to Section 6.01(d)(4) (A) and
(B).
CLASS B-5 CERTIFICATE: Any one of the Class B-5 Certificates
executed
by the Depositor and authenticated by the
Trustee, subordinated in right of
payment to the Class A, Class M, Class B-1,
Class B-2, Class B-3 and Class B-4
Certificates, substantially in the form of
the Class B Certificate set forth in
Exhibit E hereto.
CLASS B-5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the
Certificate Rate on the Outstanding
Certificate Principal Balance of the Class
B-5 Certificates minus (i) any
Compensating Interest Shortfall allocated
to the Class B-5 Certificates on such
Distribution Date pursuant to Section
6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss
allocated to the Class B-5 Certificates
on such Distribution Date pursuant to
Section 6.05(c) and (iii) any interest
shortfall resulting from the Relief Act
allocated to the Class B-5 Certificates
on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class
B-5 Interest Accrual Amount over the
amount actually distributed to the Class
B-5 Certificates on such Distribution
Date pursuant to Section 6.01(d)(5) (A) and
(B).
CLASS LT-R INTEREST: The sole residual interest in the
Lower-Tier
REMIC.
CLASS M CERTIFICATE: Any one of the Class M Certificates executed
by
the Depositor and authenticated by the
Trustee, subordinated in right of payment
to the Class A Certificates, substantially
in the form of the Class M
Certificate set forth in Exhibit D
hereto.
CLASS M INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one (1) month's interest at the Certificate
Rate on the Outstanding Certificate
Principal Balance of the Class M
Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class M
Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any
Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to
the Class M Certificates on such
Distribution Date pursuant to Section
6.05(c) and (iii) any interest shortfall
resulting from the Relief Act allocated to
the Class M Certificates on such
Distribution Date pursuant to Section
6.05(d).
CLASS M PERCENTAGE: As of any Distribution Date, the percentage
obtained by dividing the Class M Principal
Balance by the Mortgage Pool
Principal Balance, but not more than 100%;
provided, however, that on any
Distribution Date on which the Class B
Percentage equals 0%, the Class M
Percentage shall equal 100% minus the Class
A Percentage.
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<PAGE>
CLASS M PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class M
Principal Balance for the immediately
preceding Distribution Date less (b)
amounts distributed to the Class M
Certificateholders on such preceding
Distribution Date allocable to principal
(including the principal portion of
Advances of the Servicer made pursuant to
Section 6.03 and Realized Losses
allocated to the Class M Certificates
pursuant to Section 6.04); provided that
the Class M Principal Balance on the first
Distribution Date shall be the
Original Class M Principal Balance, and
provided further that if the aggregate
Outstanding Certificate Principal Balance
of the Class B Certificates has been
reduced to zero, as of any Distribution
Date, the Class M Principal Balance will
equal the excess of the Mortgage Pool
Principal Balance (together with the
portion of any Monthly Payment due but not
paid with respect to which an Advance
has not been made) over the Class A
Principal Balance.
CLASS M SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class M
Interest Accrual Amount over the
amount actually distributed to the Class M
Certificateholders on such
Distribution Date pursuant to Section
6.01(c) (A) and (B).
CLASS MT-R INTEREST: The sole residual interest in the
Middle-Tier
REMIC.
CLOSING DATE: April 26, 2005.
CODE: The Internal Revenue Code of 1986, as amended from time to
time,
and any successor statutes thereto, and
applicable U.S. Department of Treasury
temporary or final regulations promulgated
thereunder.
COLLECTION ACCOUNT: The account created and maintained pursuant
to
Section 5.08.
COMPENSATING INTEREST:
The meaning specified in Section 6.05(a).
COMPENSATING INTEREST SHORTFALL: The meaning specified in
Section
6.05(b).
CO-OP LEASE: With respect to a Co-op Loan, the lease with respect
to a
dwelling unit occupied by the Mortgagor and
relating to the stock allocated to
the related dwelling unit.
CO-OP LOAN: A Mortgage Loan secured by the pledge of stock
allocated to
a dwelling unit in a residential
cooperative housing corporation and a
collateral assignment of the related Co-op
Lease.
CREDIT SUPPORT: With respect to each Class of Subordinated
Certificates
(other than the Class B-5 Certificates),
the level of credit support supporting
such Class, expressed as a percentage of
the aggregate Outstanding Certificate
Principal Balance of all Classes of
Certificates (other than the Class A-P
Certificates). With respect to each
Distribution Date, Credit Support for each
such Class will equal in each case the
percentage, rounded to two decimal
places, obtained by dividing the aggregate
Outstanding Certificate Principal
Balances immediately prior to such
Distribution Date of all Classes of
Subordinated Certificates having higher
numerical class designations than such
Class (for this purpose, the Class M
Certificates shall be deemed to have a
lower numerical class designation than each
Class of Class B Certificates) by
the aggregate Outstanding Certificate
Principal Balance of all Classes of
Certificates (other than the Class A-P
Certificates) immediately prior to such
Distribution Date.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which
the
aggregate Outstanding Certificate Principal
Balance of the Subordinated
Certificates has been or will be reduced to
zero.
CUT-OFF DATE: April 1,
2005.
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DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction
in the scheduled Monthly Payment for such
Mortgage Loan by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code, other than such a
reduction resulting from a Deficient
Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
of
the related Mortgaged Property (or stock
allocated to a dwelling unit, in the
case of a Co-op Loan) by a court of
competent jurisdiction in an amount less
than the then outstanding Principal Balance
of the Mortgage Loan, which
valuation results from a proceeding
initiated under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: The Certificates referred to in
Section
4.01(c).
DEPOSITOR: Chase Mortgage Finance Corporation, a Delaware
corporation,
or its successor in interest or any
successor under this Agreement appointed as
herein provided.
DEPOSITORY: The Depository Trust Company, the nominee of which is
Cede
& Co.
DEPOSITORY AGREEMENT:
The agreement referred to in Section 4.01(b).
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
DETERMINATION DATE: The sixteenth day of the month in which the
related
Distribution Date occurs (or, if such
sixteenth day is not a Business Day, the
preceding Business Day).
DISQUALIFIED ORGANIZATION: An organization referred to in
Section
860E(e)(5) of the Code.
DISTRIBUTION DATE: The 25th day of any month, or if such 25th day
is
not a Business Day, the first Business Day
immediately following, beginning with
May 25, 2005.
DUE DATE: The first day of each month, being the day of the month
on
which each Monthly Payment is due on a
Mortgage Loan, exclusive of any days of
grace.
DUE PERIOD: With respect to any Distribution Date, the period from
the
second day of the month preceding the month
in which such Distribution Date
occurs through the first day of the month
in which such Distribution Date
occurs.
ELIGIBLE ACCOUNT: An account that is (i) maintained with a
depository
institution the long-term unsecured debt
obligations of which are rated by each
Rating Agency in one of its two highest
rating categories, or (ii) maintained
with the corporate trust department of a
national bank or banking corporation
which (a) has a rating of at least Baa3 or
P-3 by Moody's and (b) is either
Chase or is the corporate trust department
of a national bank or banking
corporation which has a rating of at least
A-1 by S&P or F1 by Fitch Ratings, or
(iii) an account or accounts the deposits
in which are fully insured by the
FDIC, or (iv) an account or accounts in a
depository institution in which such
accounts are insured by the FDIC (to the
limit established by the FDIC), the
uninsured deposits in which accounts are
otherwise secured such that, as
evidenced by an Opinion of Counsel
delivered to and acceptable to the Trustee
and each Rating Agency, the
Certificateholders have a claim with respect to the
funds in such account and a perfected first
security interest against any
collateral (which shall be limited to
Eligible Investments) securing such funds
that is superior to claims of any other
depositors or creditors of the
depository institution with which such
account is maintained, provided, however,
that such uninsured deposits do not result
in the reduction of the ratings
assigned to the Certificates by the Rating
Agencies as evidenced by a
29
<PAGE>
letter from each Rating Agency or (v)
otherwise acceptable to each Rating Agency
without reduction or withdrawal of the
rating of any Class of Certificates, as
evidenced by a letter from each Rating
Agency.
ELIGIBLE INVESTMENTS:
One or more of the following:
(i)
obligations of, or guaranteed as to principal and interest by,
the United States or obligations of any
agency or instrumentality thereof when
such obligations are backed by the full
faith and credit of the United States;
provided that any such obligation held as a
"cash flow investment" within the
meaning of section 860G(a)(6) of the Code
shall mature before the next
Distribution Date;
(ii)
repurchase agreements on obligations specified in clause (i)
maturing not more than two months from the
date of acquisition thereof, provided
that the long-term unsecured obligations of
the party agreeing to repurchase
such obligations are at the time rated by
each Rating Agency with its highest
rating and the short-term debt obligations
of the party agreeing to repurchase
are rated with one of the two highest
ratings by Moody's and A-1+ by S&P;
(iii)
federal funds, certificates of deposit, time deposits and
bankers' acceptances (other than bankers'
acceptances issued by Chase or any of
its Affiliates) (which shall each have an
original maturity of not more than 60
days and, in the case of bankers'
acceptances, shall in no event have an
original maturity of more than 365 days) of
any United States depository
institution or trust company incorporated
under the laws of the United States or
any state, provided that the long-term
unsecured debt obligations of such
depository institution or trust company at
the date of acquisition thereof have
been rated by each Rating Agency with its
highest rating and the short-term
obligations of such depository institution
or trust company are rated A-1+ by
S&P and P-1 by Moody's;
(iv)
commercial paper (other than commercial paper issued by Chase
or any of its Affiliates) (having original
maturities of not more than 365 days)
of any corporation incorporated under the
laws of the United States or any state
thereof which on the date of acquisition
has been rated by each Rating Agency in
its highest short-term unsecured commercial
paper rating category; provided that
such commercial paper shall have a
remaining maturity of not more than 45 days;
(v) units of
taxable money market funds (including those for which
the Trustee or the Servicer or any
Affiliate thereof receives compensation with
respect to such investment) which may be
12b-1 funds, as contemplated under the
rules promulgated by the Securities and
Exchange Commission under the Investment
Company Act of 1940, as amended, and which
funds have been rated by each Rating
Agency in its highest rating category or
which have been designated in writing
by each Rating Agency as Eligible
Investments with respect to this definition;
or
(vi)
other obligations or securities (other than investments or
obligations of Chase or any of its
Affiliates) acceptable to each Rating Agency
rating the Certificates as an Eligible
Investment hereunder and will not result
in a reduction or withdrawal in the then
current rating of any Class of
Certificates, as evidenced by a letter to
such effect from each Rating Agency;
Provided that no such instrument shall be
an Eligible Investment if such
instrument evidences either (a) a right to
receive only interest payments with
respect to the obligations underlying such
instrument, or (b) both principal and
interest payments derived from obligations
underlying such instrument where the
interest and principal payments with
respect to such instrument provide a yield
to maturity of greater than 120% of the
yield to maturity at par of such
underlying obligations; and provided
further that no such instrument shall be
purchased above par; and provided further
that each Eligible Investment must be
a "permitted investment" within the meaning
of Section 860G(a)(5) of the Code.
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<PAGE>
ERISA: The Employee Retirement Income Security Act of 1974, as
amended
from time to time, and any successor
statutes thereto, and applicable U.S.
Department of Labor temporary or final
regulations promulgated thereunder.
ERISA QUALIFYING UNDERWRITING: A best efforts or firm
commitment
underwriting or private placement that
would satisfy the requirements of
Prohibited Transaction Exemption 2002-19,
67 Fed. Reg. 14797 (March 28, 2002),
as amended, or any substantially similar
administrative exemption granted by the
U.S. Department of Labor to Chase, except,
in relevant part, for the requirement
that the certificates have received a
rating at the time of acquisition that is
in one of the three (or four, in the case
of a "designated transaction") highest
generic rating categories by at least one
of the Rating Agencies.
ERISA RESTRICTED CERTIFICATE: Any Class A-R, Class B-3, Class B-4
or
Class B-5 Certificate and any other
Certificate, unless the acquisition and
holding of such other Certificate is
covered by and exempt under Prohibited
Transaction Exemption 2002-19, 67 Fed. Reg.
14797 (March 28, 2002), as amended,
or any substantially similar administrative
exemption granted by the U.S.
Department of Labor to Chase.
ESCROW ACCOUNT: The account or accounts created and maintained
pursuant
to Section 5.10.
ESCROW PAYMENTS: The amounts constituting applicable ground
rents,
taxes, assessments, water rates, Standard
Hazard Policy premiums and other
payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to
a Mortgage Loan.
EVENT OF DEFAULT: Any
of the events specified in Section 9.01.
EXCEPTION
REPORT: The report of the Trustee referred to in Section
2.02.
EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof,
which
exceeds the then applicable Bankruptcy
Amount.
EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which
exceeds
the then applicable Fraud Loss Amount.
EXCESS LOSSES: Excess Bankruptcy Losses, Excess Fraud Losses and
Excess
Special Hazard Losses, referred to
collectively.
EXCESS PROCEEDS: All amounts (net of the related Servicing
Advances)
received on any Mortgage Loan (whether as
regular principal payments, Principal
Prepayments, Repurchase Proceeds,
Liquidation Proceeds, Subsequent Recoveries,
Insurance Proceeds, condemnation awards, or
with respect to a disposition of a
Mortgaged Property (or stock allocated to a
dwelling unit, in the case of a
Co-op Loan) which has been acquired by
foreclosure or deed in lieu of
foreclosure or otherwise) in excess of the
Principal Balance at the Cut-off Date
of such Mortgage Loan and accrued interest
thereon at its Mortgage Rate to the
Due Date immediately succeeding the date of
prepayment, repurchase or
liquidation, as the case may be.
EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or portion
thereof, that exceeds the then applicable
Special Hazard Amount.
FDIC: The Federal Deposit Insurance Corporation or any
successor
organization.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor
organization.
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<PAGE>
FIDELITY BOND: The fidelity bond and errors and omissions insurance
to
be maintained by the Servicer pursuant to
Section 5.19.
FINAL SCHEDULED DISTRIBUTION DATE. May 25, 2035.
FITCH RATINGS: Fitch,
Inc. or its successor in interest.
FNMA: The Federal National Mortgage Association, or any
successor
organization.
FNMA GUIDES: The FNMA Sellers' Guide and the FNMA Servicers' Guide,
and
all amendments or additions thereto.
FRAUD LOSS: Any Realized Loss or portion thereof sustained by
reason of
a default arising from fraud, dishonesty or
misrepresentation in connection with
the related Mortgage Loan, including by
reason of the denial of coverage under
any related Primary Insurance Policy.
FRAUD LOSS AMOUNT: As of any date of determination after the
Cut-off
Date, an amount (initially, $6,001,538)
equal to (X) prior to the third
anniversary of the Cut-off Date, (a) 1.00%
of the aggregate principal balance of
all of the Mortgage Loans as of the Cut-off
Date minus (b) the aggregate amounts
allocated to the Certificates with respect
to Fraud Losses on the Mortgage Loans
up to such date of determination, (Y) from
the third to the fifth anniversary of
the Cut-off Date, (a) 0.50% of the
aggregate principal balance of all of the
Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (b)
the aggregate amounts allocated to the
Certificates with respect to Fraud Losses
on the Mortgage Loans since the most recent
anniversary of the Cut-off Date up
to such date of determination or (Z) on and
after the fifth anniversary of the
Cut-off Date, zero.
INDIRECT PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person that clears
through or maintains a custodial
relationship with a Depository Participant,
either directly or indirectly.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to
any
insurance policy covering a Mortgage Loan,
net of costs of collecting such
proceeds and net of amounts released to the
Mortgagor or applied to the
restoration of the Mortgaged Property (or
in the underlying Mortgaged Property,
in the case of a Co-op Loan).
INSURED EXPENSES:
Expenses covered by any insurance policy.
INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and
any
Class of Certificates (other than the Class
2-A2, Class 2-A3 and Class A-P
Certificates), the calendar month
immediately preceding the month in which the
related Distribution Date occurs. With
respect to any Distribution Date and the
Class 2-A2 and Class 2-A3 Certificates, the
period from and including the 25th
day of the month immediately preceding the
month in which such Distribution Date
occurs (or from the Closing Date in the
case of the first Distribution Date), to
but excluding, the 25th day of the month in
which such Distribution Date occurs.
LATE COLLECTIONS: With respect to any Mortgage Loan, all
amounts
received during any Due Period, whether as
late payments of Monthly Payments or
as Liquidation Proceeds, condemnation
proceeds, Insurance Proceeds, Subsequent
Recoveries or with respect to a disposition
of a Mortgaged Property (or stock
allocated to a dwelling unit, in the case
of a Co-op Loan) which has been
acquired by foreclosure or deed in lieu of
foreclosure or otherwise, which
represent late payments or collections of
Monthly Payments due but delinquent
for a previous Due Period and not
previously recovered.
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LIBOR: With respect to any Distribution Date and the Certificate
Rates
on the Class 2-A2 and Class 2-A3
Certificates, LIBOR as determined in accordance
with Section 6.07.
LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a Sunday
or
(ii) a day on which banking institutions in
the city of London, England are
required or authorized by law to be
closed.
LIQUIDATED MORTGAGE LOAN: Any Mortgage Loan (a) as to which the
Servicer has determined that all amounts
which it expects to recover from or on
account of such Mortgage Loan or property
acquired in respect thereof have been
recovered, (b) as to which a Cash
Liquidation has taken place or (c) with
respect to which the Mortgaged Property (or
stock allocated to a dwelling unit,
in the case of a Co-op Loan) has been
acquired by foreclosure or deed in lieu of
foreclosure and a disposition (the term
disposition shall include, for purposes
of a repurchase pursuant to Section 11.01,
any repurchase of a Mortgaged
Property (or stock allocated to a dwelling
unit, in the case of a Co-op Loan)
pursuant to such Section) of such Mortgaged
Property (or stock allocated to a
dwelling unit, in the case of a Co-op Loan)
has occurred.
LIQUIDATION EXPENSES: Expenses which are incurred by the Servicer
or
any Sub-Servicer in connection with the
liquidation of any defaulted Mortgage
Loan or property acquired in respect
thereof including, without limitation,
legal fees and expenses, any unreimbursed
amount expended by the Servicer
pursuant to Sections 5.16 and 5.21
respecting the related Mortgage Loan and any
related and unreimbursed expenditures for
real estate property taxes or for
property restoration or preservation.
LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds) received
by
the Servicer in connection with the
liquidation of any Mortgage Loan or
Mortgaged Property (or stock allocated to a
dwelling unit, in the case of a
Co-op Loan) acquired in respect thereof,
whether through the sale or assignment
of such Mortgage Loan (other than pursuant
to Section 5.21), trustee's sale,
foreclosure sale or otherwise, or the sale
of the Mortgaged Property (or stock
allocated to a dwelling unit, in the case
of a Co-op Loan) if the Mortgaged
Property (or stock allocated to a dwelling
unit, in the case of a Co-op Loan) is
acquired in satisfaction of the Mortgage
Loan other than amounts required to be
paid to the Mortgagor pursuant to law or
the terms of the applicable Mortgage
Note.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage,
the
numerator of which is the principal amount
of the related Mortgage Loan at the
time of origination (or, (i) for purposes
of Section 5.15, at the time of
determination and (ii) for purposes of a
Mortgage Loan with respect to which a
conversion from adjustable rate to fixed
rate has occurred, at the time of
initial origination) and the denominator of
which is the Appraised Value of the
related Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op
Loan) at the time of origination or, in the
case of a Mortgage Loan financing
the acquisition of the Mortgaged Property
(or applicable dwelling unit, in the
case of a Co-op Loan), the sales price of
the Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op
Loan), if such sales price is less than
such appraised value.
LOWER-TIER REMIC: The
Lower-Tier REMIC as described in Section 2.04.
LOWER-TIER REMIC INTEREST: Any one of the classes of Lower-Tier
REMIC
Interests described in Section 2.04.
LOWER-TIER REMIC REGULAR INTEREST: Any one of the Lower-Tier
REMIC
Interests other than the Class LT-R
Interest.
LOWER-TIER REMIC SUBORDINATED BALANCE RATIO: The ratio among
the
Uncertificated Principal Balances of each
of the Lower-Tier REMIC Regular
Interests ending with the designation "A"
that is equal to the ratio among, with
respect to each such Lower-Tier REMIC
Regular
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Interest, the excess of (x) the aggregate
Scheduled Principal Balance of the
Mortgage Loans or Mortgage Components in
the related Subgroup over (y) the
aggregate class principal amounts of the
Certificate Subgroup related to such
Subgroup.
MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware
corporation, or any successor in interest
thereto.
MERS MORTGAGE LOAN: Any Mortgage Loan as to which the related
Mortgage,
or an Assignment of Mortgage, has been or
will be recorded in the name of MERS
or otherwise assigned to MERS, as agent for
the holder from time to time of the
Mortgage Note.
MIDDLE-TIER REMIC: The
Middle-Tier REMIC as described in Section 2.04.
MIDDLE-TIER REMIC INTEREST: Any one of the classes of Middle-Tier
REMIC
Interests described in Section 2.04.
MIDDLE-TIER REMIC REGULAR INTEREST: Any one of the Middle-Tier
REMIC
Interests other than the Class MT-R
Interest.
MODIFIED MORTGAGE LOAN: Any Mortgage Loan which the Servicer
has
modified pursuant to Section 5.01.
MONTHLY PAYMENT: The minimum required monthly payment of principal
and
interest due on a Mortgage Loan as
specified in the Mortgage Note for any Due
Date (before any adjustment to such
scheduled amount by reason of any bankruptcy
or similar proceeding or any moratorium or
similar waiver or grace period).
Monthly Payments shall be deemed due on an
Outstanding Mortgage Loan until such
time as it becomes a Liquidated Mortgage
Loan.
MOODY'S: Moody's
Investors Service, Inc. or its successor in interest.
MORTGAGE: With respect to a Mortgage Loan that is not a Co-op Loan,
the
mortgage, deed of trust or other instrument
creating a first lien or a first
priority ownership interest in an estate in
fee simple in real property securing
a Mortgage Note. With respect to a Co-op
Loan, the security agreement creating a
security interest in the stock allocated to
a dwelling unit in a residential
cooperative housing corporation and pledged
to secure such Co-op Loan and the
related Co-op Lease.
MORTGAGE COMPONENT: Each portion of a Mortgage Loan allocated to
a
Subgroup pursuant to the definitions of
Subgroup A-P, Subgroup 1-1, Subgroup
1-2, Subgroup 1-3, Subgroup 2-1 and
Subgroup 2-2, as applicable.
MORTGAGE FILE: As to each Mortgage Loan, the items referred to
in
Exhibit B annexed hereto.
MORTGAGE LOAN: An individual mortgage loan and all rights with
respect
thereto, evidenced by a Mortgage and a
Mortgage Note, sold and assigned by the
Depositor to the Trustee and which is
subject to this Agreement and included in
the Trust Fund. The Mortgage Loans
originally sold and subject to this Agreement
are identified on the Mortgage Loan
Schedule.
MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans attached
hereto
as Exhibit A as it may be amended in
accordance with Section 3.03, setting forth
the following information as to each
Mortgage Loan: (i) the Mortgage Loan
identifying number; (ii) the city, state
and zip code of the Mortgaged Property
(or Underlying Mortgaged Property, in the
case of a Co-op Loan); (iii) an
indication
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<PAGE>
of whether the Mortgaged Property (or the
related residential dwelling unit in
the Underlying Mortgaged Property, in the
case of a Co-op Loan) is
owner-occupied; (iv) the property type of
the Mortgaged Property (or the related
residential dwelling unit in the Underlying
Mortgaged Property, in the case of a
Co-op Loan); (v) the original number of
months to stated maturity; (vi) the
number of months remaining to stated
maturity from the Cut-off Date; (vii) the
original Loan-to-Value Ratio; (viii) the
original principal balance of the
Mortgage Loan; (ix) the unpaid principal
balance of the Mortgage Loan as of the
close of business on the Cut-off Date; (x)
the Mortgage Rate; and (xi) the
amount of the current Monthly Payment.
MORTGAGE NOTE: The note or other evidence of the indebtedness of
a
Mortgagor secured by a Mortgage.
MORTGAGE POOL: The
pool of Mortgage Loans held in the Trust Fund.
MORTGAGE POOL PRINCIPAL BALANCE: As of any date of determination,
the
aggregate of the Principal Balances of each
Outstanding Mortgage Loan on such
date of determination less the principal
portion of any Monthly Payment due but
not paid with respect to which an Advance
has not been made, initially
$600,153,807.78.
MORTGAGED PROPERTY:
The property securing a Mortgage Note.
MORTGAGE RATE: With respect to each Mortgage Loan, the per annum
rate
of interest borne by the Mortgage Loan, as
specified in the Mortgage Note. The
Mortgage Rate for any Mortgage Loan shall
be zero with respect to the period
prior to the period during which interest
accrues with respect to such Mortgage
Loan's first Monthly Payment.
MORTGAGOR: The obligor
on a Mortgage Note.
NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation Proceeds net of Liquidation
Expenses.
NET MORTGAGE RATE: With respect to each Mortgage Loan, a per annum
rate
of interest for the applicable period equal
to the Mortgage Rate less (i) the
Servicing Fee Rate and (ii) in the case of
a substitute Mortgage Loan, any
excess of the Mortgage Rate on the
substitute Mortgage Loan over the Mortgage
Rate on the removed Mortgage Loan.
NON-MERS MORTGAGE LOAN: Any Mortgage Loan other than a MERS
Mortgage
Loan.
NON-PO PERCENTAGE: With respect to each Mortgage Loan, 100% minus
the
applicable PO Percentage.
NONRECOVERABLE ADVANCE: Any Advance previously made or proposed to
be
made in respect of a Mortgage Loan by the
Servicer pursuant to Section 6.03
which, in the good faith judgment of the
Servicer, will not or, in the case of a
proposed Advance, would not, ultimately be
recoverable by the Servicer from Late
Collections or otherwise. The determination
by the Servicer that it has made, or
would be making, a Nonrecoverable Advance
shall be evidenced by a certificate of
a Servicing Officer of the Servicer
delivered to the Trustee, any co-trustee and
the Depositor and detailing the reasons for
such determination.
OFFICERS' CERTIFICATE: A certificate signed by two of the Chairman
of
the Board, the Vice Chairman of the Board,
the President or a Vice President,
the Treasurer or the Secretary or one of
the
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<PAGE>
Assistant Treasurers or Assistant
Secretaries or any other duly authorized
officer of the Depositor or the Servicer,
and delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel
for the Depositor or the Servicer and who
is reasonably acceptable to the
Trustee.
ORIGINAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Class
of
Certificates, the amount specified for such
Class in Section 4.01(e).
ORIGINAL CLASS A PRINCIPAL BALANCE:
$582,749,344.00.
ORIGINAL CLASS A SUBGROUP 1-1 PRINCIPAL BALANCE:
$39,532,520.00.
ORIGINAL CLASS A SUBGROUP 1-2 PRINCIPAL BALANCE:
$271,722,983.00.
ORIGINAL CLASS A SUBGROUP 1-3 PRINCIPAL BALANCE:
$101,421,038.00.
ORIGINAL
CLASS A SUBGROUP 2-1 PRINCIPAL BALANCE:
$151,930,813.00.
ORIGINAL CLASS A SUBGROUP 2-2 PRINCIPAL BALANCE:
$18,141,990.00.
ORIGINAL CLASS A SUBGROUP A-P PRINCIPAL BALANCE: $896,316.00.
ORIGINAL CLASS M PRINCIPAL BALANCE:
$9,902,000.00.
ORIGINAL CLASS B PRINCIPAL BALANCE:
$7,502,462.53.
ORIGINAL CREDIT SUPPORT: With respect to any Class of
Subordinated
Certificates (other than the Class B-5
Certificates), the level of Credit
Support indicated below:
Class M:
1.25%
Class B-1:
0.80%
Class B-2:
0.50%
Class B-3:
0.30%
Class B-4:
0.15%
ORIGINAL SUBORDINATED PRINCIPAL BALANCE: The initial Subgroup
1-1
Subordinated Amount, the initial Subgroup
1-2 Subordinated Amount, the initial
Subgroup 1-3 Subordinated Amount, the
initial Subgroup 2-1 Subordinated Amount
or the initial Subgroup 2-2 Subordinated
Amount, as applicable.
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any
Class
(other than the Class 1-AX or Class 2-A3
Certificates) of Certificates and any
Distribution Date, the Original Certificate
Principal Balance of such Class
minus the sum of (i) any distributions of
principal made on such Class prior to
such Distribution Date and (ii) any
Realized Losses allocated to such Class
prior to such Distribution Date plus, in
the case of Class 1-A4 Certificates, on
each Distribution Date prior to the Class
1-A4 Accretion Termination Date, the
amounts calculated for such Distribution
Date pursuant to Section 6.01(b)(i)(X)
and in the case of Class 1-A11 and Class
1-A12 Certificates, on each
Distribution Date prior to the Class
1-A11/1-A12 Accretion Termination Date, the
amounts calculated for such Distribution
Date pursuant to Section 6.01(b)(i)(Y);
provided, further, however, that on any
Distribution Date on which a Subsequent
Recovery is distributed, the Outstanding
Certificate Principal Balance of any
Class of Certificates then outstanding for
which any Realized Loss has been
applied will be increased, in order of
seniority, by an amount equal to the
lesser of (i) the amount the Class of
Certificates has been
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<PAGE>
reduced by any Realized Losses which have
not been previously offset by any
Subsequent Recovery pursuant to this
proviso and (ii) the total amount of any
Subsequent Recovery distributed on such
date to Certificateholders (as reduced
(x) by increases in the Outstanding
Certificate Principal Balance of more senior
Classes of Certificates on such
Distribution Date and (y) to reflect a
proportionate amount of what would (but for
this clause (y)) have been the
increases in the Outstanding Certificate
Principal Balance of Classes of
Certificates of equal seniority on such
Distribution Date); provided, further,
however, that (I) with respect to the Class
of Class B Certificates then
outstanding having the highest numerical
class designation, the Outstanding
Certificate Principal Balance of such Class
shall equal the excess of the
Mortgage Pool Principal Balance (excluding
Subgroup A-P) (together with the
principal portion of any Monthly Payment
due but not paid with respect to which
an Advance has not been made) over the sum
of the Outstanding Certificate
Principal Balances of all Classes of
Certificates (other than the Class A-P
Certificates and the Class of Class B
Certificates then outstanding having the
highest numerical class designation); and
(II) during such time as the
Outstanding Certificate Principal Balance
of the Class B-1 Certificates equals
zero, with respect to the Class M
Certificates, the Outstanding Certificate
Principal Balance of such Class shall equal
the excess of the Mortgage Pool
Principal Balance (excluding Subgroup A-P)
(together with the principal portion
of any Monthly Payment due but not paid
with respect to which an Advance has not
been made) over the sum of the Outstanding
Certificate Principal Balances of all
Class A Certificates (other than the Class
A-P Certificates).
OUTSTANDING MORTGAGE LOAN: As to any Distribution Date, a Mortgage
Loan
which was not paid in full during the
related or any previous Principal
Prepayment Period, which did not become a
Liquidated Mortgage Loan during the
related or any previous Principal
Prepayment Period and which was not
repurchased under Section 2.02, 3.01, 5.01,
5.21 or 11.01 during the related or
any previous Principal Prepayment
Period.
PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section
860E(e)(6)
of the Code.
PAYING AGENT: The Person appointed by the Trustee as Paying
Agent
pursuant to Section 4.05.
PERCENTAGE INTEREST: As to any Certificate, the percentage
interest
evidenced thereby in distributions required
to be made hereunder, such
percentage interest being equal, with
respect to any Class, to the percentage
obtained by dividing the Outstanding
Certificate Principal Balance (or the Class
1-AX Notional Amount or Class 2-A3 Notional
Amount in the case of the Class 1-AX
or Class 2-A3 Certificates, respectively)
of such Certificate by the aggregate
of the Outstanding Certificate Principal
Balances (or Class 1-AX Notional Amount
or Class 2-A3 Notional Amount in the case
of the Class 1-AX or Class 2-A3
Certificates, respectively) of all the
Certificates of such Class and with
respect to all Certificates, the percentage
obtained by dividing the Outstanding
Certificate Principal Balance of such
Certificate by the aggregate of the
Outstanding Certificate Principal Balances
of all the Certificates.
PERMITTED ACTIVITIES: The primary activities of the Trust
created
pursuant to this Agreement which shall be:
(i) holding Mortgage Loans
transferred from the Depositor and other
assets of the Trust Fund, including any
credit enhancement and passive derivative
financial instruments that pertain to
beneficial interests issued or sold to
parties other than the Depositor, its
Affiliates, or its agents; (ii) issuing
certificates and other interests in the
assets of the Trust Fund; (iii) receiving
collections on the Mortgage Loans and
making payments on such certificates and
interests in accordance with the terms
of this Agreement; and (iv) engaging in
other activities that are necessary or
incidental to accomplish these limited
purposes, which activities cannot be
contrary to the status of the Trust Fund as
a qualified special purpose entity
under existing accounting literature.
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<PAGE>
PERSON: Any individual, corporation, partnership, limited
liability
company, limited liability partnership,
joint venture, association, joint-stock
company, trust, unincorporated organization
or government or any agency or
political subdivision thereof.
PLANNED PRINCIPAL BALANCE: For any Distribution Date, with respect
to
the Class 1-A8 Certificates, the amount
specified for such Distribution Date in
Schedule One hereto.
PO PERCENTAGE: With respect to each Pool 1 Mortgage Loan and Pool
2
Mortgage Loan, equal to a fraction,
expressed as a percentage (but not less than
0%), the numerator of which will equal the
excess, if any, of 5.25% and 5.00%,
respectively, over the applicable Net
Mortgage Rate, and the denominator of
which will equal 5.25% and 5.00%,
respectively. The PO Percentage will be 0%
with respect to Mortgage Loans for which
the Net Mortgage Rate is greater than
or equal to 5.25% in the case of a Pool 1
Mortgage Loan and 5.00% in the case of
a Pool 2 Mortgage Loan.
POOL 1 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Pool 1 Mortgage
Loans.
POOL 2 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Pool 2 Mortgage
Loans.
PRIMARY INSURANCE POLICY: Each primary policy of mortgage
guaranty
insurance or any replacement policy
therefor referred to in Section 5.15 hereof.
PRINCIPAL
BALANCE: At the time of any determination, the principal
balance of a Mortgage Loan remaining to be
paid at the close of business on the
Cut-off Date (after deduction of all
principal payments due on or before the
Cut-off Date whether or not paid) (or, in
the case of a substitute Mortgage Loan
included in the Trust Fund pursuant to
Section 3.04, the close of business as of
the date of substitution) reduced by all
amounts previously distributed to
Certificateholders that are allocable to
payments of principal on such Mortgage
Loan (including the principal portion of
Advances of the Servicer made pursuant
to Section 6.03).
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on
a
Mortgage Loan (other than Late Collections)
which is received other than as part
of a monthly payment; provided, however,
that the term Principal Prepayment does
not include Insurance Proceeds, Liquidation
Proceeds, Subsequent Recoveries,
condemnation awards or other cash proceeds
from a source other than the
applicable Mortgagor.
PRINCIPAL PREPAYMENT PERIOD: With respect to any Distribution Date,
the
period beginning on the first day of the
month preceding the month in which such
Distribution Date occurs and ending on the
last day of such month.
PURCHASE PRICE: With respect to any Mortgage Loan required to
be
purchased on any date pursuant to Section
2.02, 3.01, 5.01, 5.21 or 11.01, an
amount equal to the sum of (a) 100% of the
Principal Balance thereof, (b) unpaid
accrued interest at the Mortgage Rate
thereon from the Due Date on which
interest was last paid by the Mortgagor or
Advanced by the Servicer to the Due
Date next following the date of repurchase,
(c) the aggregate of any
unreimbursed Advances and any unreimbursed
Servicing Advances and (d) any
unreimbursed costs, penalties and/or
damages incurred by the Trust Fund and/or
the Trustee in connection with any
violation relating to such Mortgage Loan of
any predatory or abusive lending law.
QUALIFIED INSURER: An insurance company duly qualified as such
under
the laws of the states in which the
Mortgaged Properties are located, duly
authorized and licensed in such states
to
38
<PAGE>
transact the applicable insurance business
and to write the insurance provided,
approved as an insurer by FNMA and FHLMC
and whose claims-paying ability is
rated in the two highest rating categories
by S&P and Moody's with respect to
primary mortgage insurance and in the two
highest rating categories for general
policyholder rating and financial
performance index rating by A.M. Best Company
or its successor in interest with respect
to hazard and flood insurance.
RATE ADJUSTMENT DATE: The second LIBOR Business Day prior to the
first
day of each Interest Accrual Period after
the initial Interest Accrual Period.
RATING AGENCY: Any nationally recognized statistical rating
organization, or its successor, that rated
one or more Classes of Certificates
at the request of the Depositor at the time
of the initial issuance of the
Certificates. If such organization or a
successor is no longer in existence,
"Rating Agency" shall be such nationally
recognized statistical rating
organization, or other comparable Person,
designated by the Depositor, notice of
which designation shall be given to the
Trustee and the Servicer. References
herein to the two highest long-term debt
rating categories of a Rating Agency
shall mean AA or better, in the case of
S&P and Fitch Ratings and Aa or better
in the case of Moody's.
REALIZED LOSS: With respect to (i) a Liquidated Mortgage Loan,
the
amount, if any, by which the unpaid
Principal Balance and accrued interest
thereon at a rate equal to the Net Mortgage
Rate exceeds the amount actually
recovered by the Servicer with respect
thereto (net of reimbursement of Advances
and Servicing Advances) at the time such
Mortgage Loan became a Liquidated
Mortgage Loan or (ii) with respect to a
Mortgage Loan which is not a Liquidated
Mortgage Loan, any amount of principal that
the Mortgagor is no longer legally
required to pay (except for the
extinguishment of debt that results from the
exercise of remedies due to default by the
Mortgagor).
REALIZED LOSS INTEREST SHORTFALL: The meaning specified in
Section
6.05(c).
RECORD DATE: The close of business of the last Business Day of
the
month preceding the month of the related
Distribution Date.
REFERENCE BANK RATE: As of 11:00 A.M. London time, on the day that
is
two LIBOR Business Days prior to the
immediately preceding Distribution Date,
the rate at which deposits are offered in
U.S. Dollars by the reference banks
(which shall be three major banks engaged
in transactions in the London
interbank market, selected by the Servicer)
to prime banks in the London
interbank market for a period of one month
in amounts approximately equal to the
aggregate of the Outstanding Certificate
Principal Balance of the Class 2-A2
Certificates and the Class 2-A3 Notional
Amount in accordance with the following
procedures. The Servicer will request the
principal London office of each of the
reference banks to provide a quotation of
its rate. If at least two such
quotations are provided, the rate will be
the arithmetic mean of the quotations.
If on such date fewer than two quotations
are provided as requested, the rate
will be the arithmetic mean of the rates
quoted by one or more major banks in
New York City, selected by the Servicer as
of 11:00 A.M., New York City time, on
such date for loans in U.S. Dollars to
leading European banks for a period of
one month in amounts approximately equal to
the aggregate of the Outstanding
Certificate Principal Balance of the Class
2-A2 Certificates and the Class 2-A3
Notional Amount. In the event no such
quotations can be obtained, the rate will
be LIBOR for the prior Distribution Date,
or in the case of the first Rate
Adjustment Date, 2.89%.
RELEVANT MORTGAGE LOAN: The meaning specified in Section
5.01.
RELIEF ACT: The Servicemembers Civil Relief Act or the
California
Military and Veterans Code, as amended, or
any other similar state or local law.
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<PAGE>
REMIC: A "real estate mortgage investment conduit," as such term
is
defined in Section 860D of the Code.
References herein to "a REMIC" or "the
REMICs" shall mean one or all, as the
context requires, of the REMICs created
hereunder.
REMIC POOL: Each of the Lower-Tier REMIC, the Middle-Tier REMIC and
the
Upper-Tier REMIC.
REMIC PROVISIONS: Provisions of the federal income tax law relating
to
REMICs which appear at Sections 860A
through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and
related provisions, and U.S. Department
of the Treasury temporary, proposed or
final regulations and rulings promulgated
thereunder, as the foregoing are in effect
(or with respect to proposed
regulations, are proposed to be in effect)
from time to time.
REPURCHASE PROCEEDS: All proceeds of any Mortgage Loan or
property
acquired in respect thereof repurchased
pursuant to Section 2.02, 3.01, 5.01,
5.21 or 11.01.
RESIDUAL INTEREST: The interest represented by (i) amounts, if
any,
remaining in the Collection Account
following termination of the Trust Fund
after payments to the Class A
Certificateholders (other than the Class A-R
Certificateholders), the Class M
Certificateholders and the Class B
Certificateholders and (ii) amounts paid in
respect of principal and accrued
interest on the Class A-R Certificates,
other than, in the case of both (i) and
(ii), amounts attributable to the Class
LT-R Interest or the Class MT-R
Interest.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any
senior
vice president, any vice president, any
assistant vice president, any senior
trust officer, any trust officer or any
other officer of the Trustee in its
Agency & Trust Office customarily
performing functions similar to those
performed by any of the above designated
officers and also, with respect to a
particular matter, any other officer in its
Agency & Trust Office to whom such
matter is referred because of such
officer's knowledge of and familiarity with
the particular subject.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.
or its successor in interest.
SALE AGREEMENT: The Mortgage Loan Sale Agreement dated as of April
26,
2005 between the Depositor and CHF.
SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan as
of
any Distribution Date, the unpaid principal
balance of such Mortgage Loan as
specified in the amortization schedule at
the time relating thereto (before any
adjustment to such schedule by reason of
bankruptcy or similar proceeding or any
moratorium or similar waiver or grace
period) as of the Due Date in the month
preceding the month of such Distribution
Date, or as the Cut-off Date, with
respect to the first (1st) Distribution
Date, after giving effect to any
previously applied prepayments, the payment
of principal due on such first day
of the month and any reduction of the
principal balance of such Mortgage Loan by
a bankruptcy court, irrespective of any
delinquency in payment by the related
Mortgagor.
SECTION 302 REQUIREMENTS: Any rules or regulations promulgated
pursuant
to the Sarbanes-Oxley Act of 2002 (as such
may be amended from time to time).
SELLER: CHF.
SERVICER: Chase or any successor under this Agreement as herein
provided.
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<PAGE>
SERVICING ADVANCES: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the
performance by the Servicer of its
servicing obligations and which are
"unanticipated expenses" (within the meaning
of Treasury regulations section
1.860G-1(b)(3)(ii)) including, but not limited
to, the cost of (i) the preservation,
restoration and protection of the
Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op
Loan), (ii) any enforcement or judicial
proceedings, including foreclosures,
(iii) the management and liquidation of the
Mortgaged Property (or stock
allocated to a dwelling unit, in the case
of a Co-op Loan) if the Mortgaged
Property (or stock allocated to a dwelling
unit, in the case of a Co-op Loan) is
acquired in satisfaction of the Mortgage,
(iv) taxes and assessments on the
Mortgaged Properties subject to the
Mortgage Loans and (v) compliance with the
obligations under Section 5.21.
SERVICING FEE: The amount of the monthly fee paid for the servicing
of
the Mortgage Loans, equal to, as of any
Distribution Date, with respect to each
Mortgage Loan, one-twelfth of the Servicing
Fee Rate of the Principal Balance
thereof as of the Determination Date in the
preceding month, subject to
adjustment as provided in Section 6.05. The
Servicing Fee shall be payable only
at the time of and with respect to those
Mortgage Loans for which payment is in
fact made of the entire amount of the
Monthly Payments that shall have come due
and only at the time such Monthly Payment
shall be made. The right to receive
the Servicing Fee is limited to, and the
Servicing Fee is payable solely from,
the interest portion of such Monthly
Payments (or the interest portion of any
Principal Prepayment in full) collected by
the Servicer, or as otherwise
provided under Section 5.09 or 5.23.
SERVICING FEE RATE: 0.2660% per annum.
SERVICING OFFICER: Any officer of the Servicer or any
Sub-Servicer
involved in, or responsible for, the
administration and servicing of the
Mortgage Loans whose name appears on a
written certificate listing servicing
officers furnished to the Trustee by the
Servicer on or prior to the Closing
Date, and signed on behalf of the Servicer
or any Sub-Servicer by its President,
any Vice President or its Treasurer, as
such certificate may from time to time
be amended.
SFAS 140: Statement of Financial Accounting Standard No. 140,
Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of
Liabilities dated September 2000, published
by the Financial Accounting
Standards Board of the Financial Accounting
Foundation.
SIMILAR LAW: The
meaning specified in Section 4.02(d).
SINGLE CERTIFICATE: A Certificate of any Class that evidences
the
smallest permissible original denomination
for such Class of Certificates as
specified in Section 4.01(d).
SPECIAL HAZARD AMOUNT: Initially, $6,001,538. As of the first
anniversary of the Cut-off Date, the
Special Hazard Amount shall be reduced, but
not increased, to the lesser of (i) the
initial Special Hazard Amount less the
sum of all amounts allocated to the
Subordinated Certificates in respect of
Special Hazard Losses on the Mortgage Loans
during such year or (ii) the
Adjustment Amount for such anniversary. As
of each subsequent anniversary of the
Cut-off Date, the Special Hazard Amount
shall be reduced, but not increased, to
the lesser of (i) the Special Hazard Amount
on the immediately preceding
anniversary of the Cut-off Date less the
sum of all amounts allocated to the
Subordinated Certificates in respect of
Special Hazard Losses on the Mortgage
Loans during such year and (ii) the
Adjustment Amount for such anniversary. The
"Adjustment Amount" with respect to each
anniversary of the Cut-off Date will be
equal to the greatest of (i) 1.00%
multiplied by the aggregate outstanding
Principal Balance of the Mortgage Loans,
(ii) the aggregate outstanding
Principal Balance of the Mortgage Loans
secured by Mortgaged Properties located
in the California postal zip code area in
which the highest percentage of
Mortgage Loans by Principal Balance are
located and (iii) twice the outstanding
Principal Balance of the Mortgage Loan
having the largest outstanding Principal
Balance.
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<PAGE>
SPECIAL HAZARD LOSS: With respect to any Mortgage Loan, any
Realized
Loss or portion thereof resulting from
direct physical loss or damage to the
related Mortgaged Property (or Underlying
Mortgaged Property, in the case of a
Co-op Loan), which is not insured against
under the Standard Hazard Policy
required to be maintained hereunder.
STANDARD HAZARD POLICY: Each standard hazard insurance policy
or
replacement therefor referred to in Section
5.16.
STARTUP DAY: The
meaning specified in Section 2.04(a).
STEP DOWN PERCENTAGE: With respect to any Distribution Date,
the
percentage indicated below:]
Distribution Date Occurring in
Step Down Percentage
--------------------------------------------
--------------------
May 2005 through April 2010.................
0%
May 2010 through April 2011.................
30%
May 2011 through April 2012.................
40%
May 2012 through April 2013.................
60%
May 2013 through April 2014.................
80%
May 2014 and thereafter.....................
100%
SUBGROUP: Any of the Subgroup A-P, Subgroup 1-1, Subgroup 1-2,
Subgroup
1-3, Subgroup 2-1 or Subgroup 2-2, as the
case may be.
SUBGROUP 1-1: As of the Cut-off Date, consists of (a) the
Non-PO
Percentage of the Principal Balance of each
Pool 1 Mortgage Loan with a Net
Mortgage Rate less than or equal to 5.25%
per annum and (b) the portion of the
Principal Balance of each Pool 1 Mortgage
Loan with a Net Mortgage Rate greater
than 5.25% per annum and less than or equal
to 5.50% per annum allocated as
follows:
o
portion allocable to Subgroup 1-1 =
Principal Balance x (1 - ((Net Mortgage Rate - 5.25%)/0.25%))
SUBGROUP 1-1 CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3
and
Class 1-A4 Certificates.
SUBGROUP 1-1 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal
Balance of the Mortgage Components in
Subgroup 1-1 over the aggregate Outstanding
Certificate Principal Balance of the
Class A Subgroup 1-1 Certificates (prior to
giving effect to distributions to be
made on such Distribution Date).
SUBGROUP 1-1 SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class A
Subgroup 1-1 Percentage.
SUBGROUP 1-1 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the
Class A Subgroup 1-1 Prepayment
Percentage.
SUBGROUP 1-2: As of the Cut-off Date, consists of (a) the portion
of
the Principal Balance of each Pool 1
Mortgage Loan with a Net Mortgage Rate
greater than 5.25% per annum and less than
or equal to 5.50% per annum allocated
as follows:
o
portion allocable to Subgroup 1-2 =
Principal Balance x ((Net Mortgage Rate - 5.25%)/0.25)
42
<PAGE>
plus (b) the portion of the Principal
Balance of each Pool 1 Mortgage Loan with
a Net Mortgage Rate greater than 5.50% per
annum and less than or equal to 6.00%
per annum allocated as follows:
o
portion allocable to Subgroup 1-2 =
Principal Balance x (1 - ((Net Mortgage Rate - 5.50%)/0.50%))
SUBGROUP 1-2 CERTIFICATES: The Class 1-A5, Class 1-A6, Class
1-A7,
Class 1-A8, Class 1-A9, Class 1-A10, Class
1-A11, Class 1-A12 and Class 1-A18
Certificates.
SUBGROUP 1-2 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal
Balance of the Mortgage Components in
Subgroup 1-2 over the aggregate Outstanding
Certificate Principal Balance of the
Class A Subgroup 1-2 Certificates (prior to
giving effect to distributions to be
made on such Distribution Date).
SUBGROUP 1-2 SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class A
Subgroup 1-2 Percentage.
SUBGROUP 1-2 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the
Class A Subgroup 1-2 Prepayment
Percentage.
SUBGROUP 1-3: As of the Cut-off Date, consists of (a) the
Principal
Balance of each Pool 1 Mortgage Loan with a
Net Mortgage Rate greater than 6.00%
per annum and (b) a portion of the
Principal Balance of each Pool 1 Mortgage
Loan with a Net Mortgage Rate greater than
5.50% per annum and less than or
equal to 6.00% per annum allocated as
follows:
o
portion allocable to Subgroup 1-3 =
Principal Balance x (( Net Mortgage Rate - 5.50% )/0.50%)
SUBGROUP 1-3 CERTIFICATES: The Class 1-A13, Class 1-A14, Class
1-A15,
Class 1-A16 and Class 1-A17
Certificates.
SUBGROUP 1-3 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal
Balance of the Mortgage Components in
Subgroup 1-3 over the aggregate Outstanding
Certificate Principal Balance of the
Class A Subgroup 1-3 Certificates (prior to
giving effect to distributions to be
made on such Distribution Date).
SUBGROUP 1-3 SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class A
Subgroup 1-3 Percentage.
SUBGROUP 1-3 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the
Class A Subgroup 1-3 Prepayment
Percentage.
SUBGROUP 2-1: As of the Cut-off Date, consists of (a) the
Non-PO
Percentage of the Principal Balance of each
Pool 2 Mortgage Loan with a Net
Mortgage Rate less than or equal to 5.00%
per annum
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<PAGE>
and (b) the portion of the Principal
Balance of each Pool 2 Mortgage Loan with a
Net Mortgage Rate greater than 5.00% per
annum and less than or equal to 7.00%
per annum allocated as follows:
o
portion allocable to Subgroup 2-1 =
Principal Balance x (1 - ((Net Mortgage Rate - 5.00%)/2.00%)
SUBGROUP 2-1 CERTIFICATES: The Class 2-A1 and Class A-R
Certificates.
SUBGROUP 2-1 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal
Balance of the Mortgage Loans or Mortgage
Components in Subgroup 2-1 over the
aggregate Outstanding Certificate Principal
Balance of the Class A Subgroup 2-1
Certificates (prior to giving effect to
distributions to be made on such
Distribution Date).
SUBGROUP 2-1 SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class A
Subgroup 2-1 Percentage.
SUBGROUP 2-1 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the
Class A Subgroup 2-1 Prepayment
Percentage.
SUBGROUP 2-2: As of the Cut-off Date, consists of the portion of
the
Principal Balance of each Pool 2 Mortgage
Loan with a Net Mortgage Rate greater
than 5.00% per annum and less than or equal
to 7.00% per annum allocated as
follows:
o
portion allocable to Subgroup 2-2 =
Principal Balance x ((Net Mortgage Rate - 5.00%)/2.00%)
SUBGROUP 2-2 CERTIFICATES: The Class 2-A2 and Class 2-A3
Certificates.
SUBGROUP 2-2 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal
Balance of the Mortgage Components in
Subgroup 2-2 over the aggregate Outstanding
Certificate Principal Balance of the
Class A Subgroup 2-2 Certificates (prior to
giving effect to distributions to be
made on such Distribution Date).
SUBGROUP 2-2 SUBORDINATED PERCENTAGE: As of any Distribution Date,
the
difference between 100% and the Class A
Subgroup 2-2 Percentage.
SUBGROUP 2-2 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the
Class A Subgroup 2-2 Prepayment
Percentage.
SUBGROUP A-P: For purposes of allocating principal distributions
or
Realized Losses among the Class A
Certificates, Subgroup A-P will include the PO
Percentage of each Mortgage Loan.
SUBORDINATED CERTIFICATES: The Class M and Class B
Certificates,
referred to collectively.
SUBORDINATED OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution
Date, the lesser of (a) the aggregate
Outstanding Certificate Principal Balance
of the Subordinated Certificates (before
giving effect to any distributions of
principal on such Distribution Date) and
(b)(1) the sum of the amounts with
respect to each of Subgroup 1-1, Subgroup
1-2, Subgroup 1-3, Subgroup 2-1 and
Subgroup 2-2, of the sum of: (i) the
applicable Subordinated Percentage of the
of the principal portion of all Monthly
Payments, whether or not received, which
were due during the related Due Period on
Mortgage Components in the related
Subgroup which were outstanding during such
Due Period; (ii) the applicable
Subordinated Prepayment Percentage of all
Principal Prepayments made on related
Mortgage Components during the related
Principal Prepayment Period; (iii) with
respect to each Mortgage
44
<PAGE>
Component not described in (iv) below, the
applicable Subordinated Percentage of
the sum of the principal portion of all
Insurance Proceeds, condemnation awards
and any other cash proceeds from a source
other than the applicable Mortgagor,
to the extent required to be deposited in
the Collection Account pursuant to
Section 5.08(iv) and (v), which were
received during the related Principal
Prepayment Period, net of related
unreimbursed Servicing Advances and net of any
portion thereof which, as to any such
Mortgage Component, constitutes Late
Collections that have been the subject of
an Advance on any prior Distribution
Date; (iv) with respect to each Mortgage
Component of a Mortgage Loan which has
become a Liquidated Mortgage Loan during
the related Principal Prepayment
Period, an amount equal to the portion (if
any) of the Net Liquidation Proceeds
with respect to such Mortgage Component of
the related Liquidated Mortgage Loan
(net of any unreimbursed Advances) that was
not included in the Class A Optimal
Principal Amount with respect to such
Distribution Date; and (v) with respect to
each Mortgage Component of a Mortgage Loan
repurchased or purchased during the
related Principal Prepayment Period
pursuant to Section 2.02, 3.01, 5.01, 5.21
or 11.01, an amount equal to the applicable
Subordinated Prepayment Percentage
of the principal portion of the Purchase
Price (net of amounts with respect to
which a distribution of principal has
previously been made to the Subordinated
Certificateholders) minus (2) the Class A-P
Shortfall Amount with respect to
such Distribution Date.
SUBORDINATED PERCENTAGE: The Subgroup 1-1 Subordinated Percentage,
the
Subgroup 1-2 Subordinated Percentage, the
Subgroup 1-3 Subordinated Percentage,
the Subgroup 2-1 Subordinated Percentage or
the Subgroup 2-2 Subordinated
Percentage, as the case may be.
SUBORDINATED PREPAYMENT PERCENTAGE: The Subgroup 1-1
Subordinated
Prepayment Percentage, the Subgroup 1-2
Subordinated Prepayment Percentage, the
Subgroup 1-3 Subordinated Prepayment
Percentage, the Subgroup 2-1 Subordinated
Prepayment Percentage or the Subgroup 2-2
Subordinated Prepayment Percentage, as
the case may be.
SUB-SERVICER: Any Person with whom the Servicer enters into a
Sub-Servicing Agreement.
SUB-SERVICING AGREEMENT: Any agreement between the Servicer and
any
Sub-Servicer, relating to servicing or
administration of certain Mortgage Loans
as provided in Section 5.02, in such form
as has been approved by the Servicer
and the Depositor.
SUBSEQUENT RECOVERY: The amount, if any, recovered by the Servicer
with
respect to a Liquidated Mortgage Loan with
respect to which a Realized Loss has
been incurred after liquidation and
disposition of such Mortgage Loan.
SUBSTITUTE EXCESS INTEREST: As defined in Section 3.03.
TELERATE SCREEN PAGE 3750: The display designated as page 3750 on
the
Dow Jones Telerate Service or such other
page as may replace page 3750 on that
service for the purpose of displaying
London interbank offered rates of major
banks.
TRUST: The Trust
created pursuant to this Agreement.
TRUST FUND: The corpus of the Trust consisting of (i) the
Mortgage
Loans, (ii) such assets as shall from time
to time be identified as deposited in
the Collection Account and the Certificate
Account, (iii) property which secured
a Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of
foreclosure, (iv) Standard Hazard Policies
and any other insurance policies, and
the proceeds thereof and (v) any proceeds
of any of the foregoing.
TRUSTEE: Wachovia Bank, N.A., a national banking association and
its
successors and any corporation resulting
from or surviving any consolidation or
merger to which it or its successors may be
a
45
<PAGE>
party, and any successor trustee at the
time serving as successor trustee
hereunder, appointed as herein
provided.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to any Lower-Tier
REMIC
Regular Interest as of any Distribution
Date, the initial principal amount of
such regular interest, reduced by (i) all
amounts distributed on previous
Distribution Dates on such regular interest
with respect to principal and (ii)
the principal portion of all Realized
Losses allocated prior to such
Distribution Date to such regular interest,
and increased with respect to
Subsequent Recoveries as provided in
Section 2.04
UPPER-TIER REMIC: The
Upper-Tier REMIC as described in Section 2.04.
UPPER-TIER REMIC REGULAR INTERESTS: Each of the Classes of
Certificates
(other than the Class A-R
Certificates).
U.S. PERSON: A "United States Person" as defined in Section
7701(a)(30)
of the Code.
[END OF ARTICLE I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND
Section 2.01 Conveyance
of Mortgage Loans. The Depositor,
concurrently with the execution and
delivery hereof, does hereby sell, transfer,
assign, set over and convey to the Trustee
without recourse all the right, title
and interest of the Depositor in and to the
Mortgage Loans, including all
interest and principal received on or with
respect to the Mortgage Loans on or
after the Cut-off Date (other than Monthly
Payments due on the Mortgage Loans on
or before the Cut-off Date).
In connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee the
following documents or instruments with
respect to each Mortgage Loan so
assigned:
(i) With
respect to each Mortgage Loan which is not a Co-op Loan:
(A) Original
Mortgage Note (or a lost note affidavit (including a
copy of the original Mortgage Note)) or
(II) original consolidation, extension
and modification agreement (or a lost note
affidavit (including a copy of the
original consolidation, extension and
modification agreement)), in either case
endorsed "Pay to the order of Wachovia
Bank, N.A., as trustee, without
recourse".
(B) The
original Mortgage (including all riders thereto) with
evidence of recording thereon, or a copy
thereof certified by the public
recording office in which such Mortgage has
been recorded or, if the original
Mortgage has not been returned from the
applicable public recording office, a
true certified copy, certified by the
Seller, of the original Mortgage together
with a certificate of the Seller certifying
that the original Mortgage has been
delivered for recording in the appropriate
public recording office of the
jurisdiction in which the Mortgaged
Property is located.
(ii) With respect to
each Non-MERS Mortgage Loan which is not a Co-op Loan:
(A) The
original Assignment of Mortgage to "Wachovia Bank, N.A.,
as trustee (Chase Mortgage Finance
Corporation)," which assignment shall be in
form and substance acceptable for
recording, or a copy certified by the Seller
as a true and correct copy of the original
Assignment of Mortgage which has been
sent for recordation. Subject to the
foregoing, such assignments may, if
46
<PAGE>
permitted by law, be by blanket assignments
for Mortgage Loans covering
Mortgaged Properties situated within the
same county. If the Assignment of
Mortgage is in blanket form, a copy of the
Assignment of Mortgage shall be
included in the related individual Mortgage
File.
(B) The
original policy of title insurance, including riders and
endorsements thereto, or if the policy has
not yet been issued, a written
commitment or interim binder or preliminary
report of title issued by the title
insurance or escrow company.
(C) Originals
of all recorded intervening Assignments of Mortgage,
or copies thereof, certified by the public
recording office in which such
Assignments or Mortgage have been recorded
showing a complete chain of title
from the originator to the Depositor, with
evidence of recording, thereon, or a
copy thereof certified by the public
recording office in which such Assignment
of Mortgage has been recorded or, if the
original Assignment of Mortgage has not
been returned from the applicable public
recording office, a true certified
copy, certified by the Seller of the
original Assignment of Mortgage together
with a certificate of the Seller certifying
that the original Assignment of
Mortgage has been delivered for recording
in the appropriate public recording
office of the jurisdiction in which the
Mortgaged Property is located.
(D) Originals,
or copies thereof certified by the public recording
office in which such documents have been
recorded, of each assumption,
extension, modification, written assurance
or substitution agreements, if
applicable, or if the original of such
document has not been returned from the
applicable public recording office, a true
certified copy, certified by the
Seller, of such original document together
with certificate of Seller certifying
the original of such document has been
delivered for recording in the
appropriate recording office of the
jurisdiction in which the Mortgaged Property
is located.
(E) If the
Mortgage Note or Mortgage or any other material
document or instrument relating to the
Mortgage Loan has been signed by a Person
on behalf of the Mortgagor, the original
power of attorney or other instrument
that authorized and empowered such Person
to sign bearing evidence that such
instrument has been recorded, if so
required in the appropriate jurisdiction
where the Mortgaged Property is located
(or, in lieu thereof, a duplicate or
conformed copy of such instrument, together
with a certificate of receipt from
the recording office, certifying that such
copy represents a true and complete
copy of the original and that such original
has been or is currently submitted
to be recorded in the appropriate
governmental recording office of the
jurisdiction where the Mortgaged Property
is located), or if the original power
of attorney or other such instrument has
been delivered for recording in the
appropriate public recording office of the
jurisdiction in which the Mortgaged
Property is located.
(iii) With respect to each
Co-op Loan:
(A) (I) The
original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II)
original consolidation, extension and modification agreement
(or a lost note affidavit (including a copy of the original
consolidation, extension and modification agreement)), in
either case endorsed "Pay to the order of Wachovia Bank, N.A.,
as trustee, without recourse."
(B) The
original Mortgage entered into by the Mortgagor with
respect to such Co-Op Loan.
(C) The
original Assignment of Mortgage to "Wachovia Bank, N.A. as
trustee (Chase Mortgage Finance Corporation)".
(D) Original
assignments of Mortgage showing a complete chain of
assignment from the originator of the related Co-Op Loan to
the Seller.
47
<PAGE>
(E) Original
Form UCC-1 and any continuation statements with
evidence of filing thereon entered into by the Mortgagor with
respect to such Co-Op Loan.
(F) Form UCC-3
(or copy thereof) by the applicable Mortgage Loan
Seller or its agent assigning the security interest covered by
such Form UCC-1 to "Wachovia Bank, N.A. as trustee", together
with all Forms UCC-3 (or copies thereof) showing a complete
chain of
assignment from the originator of the related Co-op
Loan to the Seller, with evidence of recording thereon.
(G) Stock
certificate representing the stock allocated to the
related dwelling unit in the related residential cooperative
housing corporation and pledged by the related Mortgagor to
the originator of such Co-op Loan with a stock power in blank
attached.
(H) Original
proprietary lease.
(I) Original
assignment of proprietary lease, to the Trustee, and
all intervening assignments thereof.
(J) Original
recognition agreement of the interests of the
mortgagee with respect to the Co-op Loan by the residential
cooperative housing corporation, the stock of which was
pledged by the related Mortgagor to the originator of such
Co-op Loan.
(K) Originals
of any assumption, consolidation or modification
agreements relating to any of the items specified in (A)
through (F) above with respect to such Co-op Loan.
If in connection with any Mortgage Loan which is not a Co-op Loan
the
Depositor cannot deliver the Mortgage,
Assignments of Mortgage, or assumption,
consolidation or modification agreement, as
the case may be, with evidence of
recording thereon concurrently with the
execution and delivery of this Agreement
solely because of a delay caused by the
public recording office where such
Mortgage, Assignments of Mortgage, or
assumption, consolidation or modification
agreement, as the case may be, has been
delivered for recordation, the Depositor
shall deliver or cause to be delivered to
the Trustee written notice stating
that such Mortgage, Assignments of
Mortgage, or assumption, consolidation or
modification agreement, as the case may be,
has been delivered to the
appropriate public recording office for
recordation. Thereafter, the Depositor
shall deliver or cause to be delivered to
the Trustee such Mortgage, Assignments
of Mortgage, or assumption, consolidation
or modification agreement, as the case
may be, with evidence of recording
indicated thereon upon receipt thereof from
the public recording office.
With respect to any Non-MERS Mortgage Loans which are not Co-op
Loans,
and as to which the related Mortgaged
Property is located in Florida, the
Servicer shall cause to be recorded in the
appropriate public recording office
for real property records each Assignment
of Mortgage referred to in this
Section 2.01 as soon as practicable. With
respect to any Non-MERS Mortgage Loans
which are not Co-op Loans as to which the
related Mortgaged Property is located
outside of Florida, the Servicer shall not
be obligated to cause to be recorded
the Assignment of Mortgage referred to in
this Section 2.01. With respect to
Co-op Loans as to which the related
dwelling unit is located in Florida, the
Servicer shall cause to be filed in the
appropriate filing office the Form UCC-3
referred to in this Section 2.01 as soon as
practicable. With respect to any
Co-op Loans as to which the related
dwelling unit is located outside Florida,
the Servicer shall not be obligated to
cause to be filed the Form UCC-3 referred
to in this Section 2.01. While each such
Assignment of Mortgage or Form UCC-3 is
being recorded or filed, as applicable, the
Servicer shall deliver to the
Trustee a photocopy of such document. If
any such Assignment of Mortgage or Form
UCC-3 is returned unrecorded or unfiled to
the Servicer because of any defect
therein, the Servicer shall cause such
defect to be cured and such document to
be recorded or filed in accordance
48
<PAGE>
with this paragraph. The Depositor shall
deliver or cause to be delivered each
such original recorded or filed Assignment
of Mortgage and intermediate
assignment or Form UCC-3 to the Trustee
within 270 days of the Closing Date or
shall deliver to the Trustee on or before
such date an Officer's Certificate
stating that such document has been
delivered to the appropriate public
recording or filing office for recording or
filing, but has not been returned
solely because of a delay caused by such
recording or filing office. In any
event, the Depositor shall use all
reasonable efforts to cause each such
document with evidence of recording or
filing thereon to be delivered to the
Trustee within 300 days of the Closing
Date.
With respect to each MERS Mortgage Loan, the Trustee, at the
expense of
the Depositor and at the direction and with
the cooperation of the Servicer,
shall cause to be taken such actions as are
necessary to cause the Trustee to be
clearly identified as the owner of each
such Mortgage Loan on the records of
MERS for purposes of the system of
recording transfers of beneficial ownership
of mortgages maintained by MERS.
The ownership of each Mortgage Note, the Mortgage and the contents
of
the related Mortgage File is vested in the
Trustee. Neither the Depositor nor
the Servicer shall take any action
inconsistent with such ownership and shall
not claim any ownership interest therein.
The Depositor and the Servicer shall
respond to any third party inquiries with
respect to ownership of the Mortgage
Loans by stating that such ownership is
held by the Trustee on behalf of the
Certificateholders. Mortgage documents
relating to the Mortgage Loans not
delivered to the Trustee are and shall be
held in trust by the Servicer or any
Sub-Servicer, for the benefit of the
Trustee as the owner thereof, and the
Servicer's or such Sub-Servicer's
possession of the contents of each Mortgage
File so retained is for the sole purpose of
servicing the related Mortgage Loan,
and such retention and possession by the
Servicer or such Sub-Servicer is in a
custodial capacity only. The Depositor
agrees to take no action inconsistent
with the Trustee's ownership of the
Mortgage Loans, to promptly indicate to all
inquiring parties that the Mortgage Loans
have been sold and to claim no
ownership interest in the Mortgage Loans.
Each Mortgage File and the mortgage
documents relating to the Mortgage Loans
contain proprietary business
information of the Servicer and its
customers. The Trustee and the Depositor
agree that they will not use such
information for business purposes without the
express written consent of the Servicer and
that all such information shall be
kept strictly confidential.
It is the intention of this Agreement that the conveyance of
the
Depositor's right, title and interest in
and to the Trust Fund pursuant to this
Agreement shall constitute a purchase and
sale and not a loan. If a conveyance
of Mortgage Loans from the Seller to the
Depositor is characterized as a pledge
and not a sale, then the Depositor shall be
deemed to have transferred to the
Trustee all of the Depositor's right, title
and interest in, to and under the
obligations of the Seller deemed to be
secured by said pledge; and it is the
intention of this Agreement that the
Depositor shall also be deemed to have
granted to the Trustee a first priority
security interest in all of the
Depositor's right, title, and interest in,
to and under the obligations of the
Seller to the Depositor deemed to be
secured by said pledge and that the Trustee
shall be deemed to be an independent
custodian for purposes of perfection of the
security interest granted to the Depositor.
If the conveyance of the Mortgage
Loans from the Depositor to the Trustee is
characterized as a pledge, it is the
intention of this Agreement that this
Agreement shall constitute a security
agreement under applicable law, and that
the Depositor shall be deemed to have
granted to the Trustee a first priority
security interest in all of the
Depositor's right, title and interest in,
to and under the Mortgage Loans, all
payments of principal of or interest on
such Mortgage Loans, all other rights
relating to and payments made in respect of
the Trust Fund, and all proceeds of
any thereof. If the trust created by this
Agreement terminates prior to the
satisfaction of the claims of any Person in
any Certificates, the security
interest created hereby shall continue in
full force and effect and the Trustee
shall be deemed to be the collateral agent
for the benefit of such Person.
49
<PAGE>
In addition to the conveyance made in the first paragraph of
this
Section 2.01, the Depositor does hereby
convey, assign and set over to the
Trustee all of its right, title and
interest in that portion of the Trust Fund
described in items (ii), (iii), (iv) and
(v) of the definition thereof and
further assigns to the Trustee for the
benefit of the Certificateholders those
representations and warranties of the
Seller contained in the Sale Agreement and
described in Section 3.01 hereof and the
benefit of the repurchase obligations
of the Seller described in Sections 2.02
and 3.01 hereof and the obligations of
the Seller contained in the Sale Agreement
to take, at the request of the
Depositor or the Trustee, all action on its
part which is reasonably necessary
to ensure the enforceability of a Mortgage
Loan.
The parties hereto agree and understand that it is not intended
that
any mortgage loan be included in the Trust
that is any of (i) a "High-Cost Home
Loan" as defined in the New Jersey Home
Ownership Act effective November 27,
2003, (ii) a "High-Cost Home Loan" as
defined in the New Mexico Home Loan
Protection Act effective January 1, 2004,
(iii) a "High-Cost Home Mortgage Loan"
as defined in the Massachusetts Predatory
Home Loan Practices Act effective
November 7, 2004 or (iv) a "High-Cost Home
Loan" as defined by the Indiana High
Cost Home Loan Law effective January 1,
2005.
Section 2.02 Acceptance
by Trustee. Except as set forth in the
Exception Report delivered
contemporaneously herewith (the "Exception Report"),
the Trustee acknowledges receipt of the
Mortgage Note for each Mortgage Loan and
delivery of a Mortgage File (but does not
acknowledge receipt of all documents
required to be included in such Mortgage
File) with respect to each Mortgage
Loan and declares that it holds and will
hold such documents and any other
documents constituting a part of the
Mortgage Files delivered to it in trust for
the use and benefit of all present and
future Certificateholders. The Depositor
will cause the Seller to repurchase any
Mortgage Loans to which an exception was
taken in the Exception Report unless such
exception is cured to the satisfaction
of the Trustee within 45 Business Days of
the Closing Date.
The Trustee agrees, for the benefit of Certificateholders, to
review
each Mortgage File delivered to it within
270 days after the Closing Date to
ascertain that all documents required by
Section 2.01 have been executed and
received, and that such documents relate to
the Mortgage Loans identified in
Exhibit A that have been conveyed to it. If
the Trustee finds any document or
documents constituting a part of a Mortgage
File to be missing or defective
(that is, mutilated, damaged, defaced or
unexecuted) in any material respect,
the Trustee shall promptly (and in any
event within no more than five Business
Days) after such finding so notify the
Servicer, the Seller and the Depositor.
In addition, the Trustee shall also notify
the Servicer, the Seller and the
Depositor, if (a) in examining the Mortgage
Files, the documentation shows on
its face (i) any adverse claim, lien or
encumbrance, (ii) that any Mortgage Note
was overdue or had been dishonored, (iii)
any evidence on the face of any
Mortgage Note or Mortgage of any security
interest or other right or interest
therein, or (iv) any defense against or
claim to the Mortgage Note by any party
or (b) the original Mortgage with evidence
of recording thereon with respect to
a Mortgage Loan is not received within 270
days of the Closing Date; provided,
however, that if the Depositor cannot
deliver the original Mortgage with
evidence of recording thereon because of a
delay caused by the public recording
office where such Mortgage has been
delivered for recordation, the Depositor
shall deliver or cause to be delivered to
the Trustee written notice stating
that such Mortgage has been delivered to
the appropriate public recording
officer for recordation and thereafter the
Depositor shall deliver or cause to
be delivered such Mortgage with evidence of
recording thereon upon receipt
thereof from the public recording office.
The Trustee shall request that the
Seller correct or cure such omission,
defect or other irregularity, or
substitute a Mortgage Loan pursuant to the
provisions of Section 3.03, within 60
days from the date the Seller was notified
of such omission or defect and, if
the Seller does not correct or cure such
omission or defect within such period,
that the Seller purchase such Mortgage Loan
from the Trustee within 90 days from
the date the Trustee notified the Seller of
such omission, defect or other
irregularity at the Purchase Price of such
Mortgage Loan. The Purchase Price
50
<PAGE>
for any Mortgage Loan purchased pursuant to
this Section 2.02 shall be paid to
the Servicer and deposited by the Servicer
in the Collection Account promptly
upon receipt, and, upon receipt by the
Trustee of written notification of such
deposit signed by a Servicing Officer, the
Trustee shall promptly release to the
Seller the related Mortgage File and the
Trustee shall execute and deliver such
instruments of transfer or assignment,
without recourse, as shall be necessary
to vest in the Seller or its designee, as
the case may be, any Mortgage Loan
released pursuant hereto, and the Trustee
shall have no further responsibility
with regard to such Mortgage Loan. It is
understood and agreed that the
obligation of the Seller to purchase, cure
or substitute any Mortgage Loan as to
which a material defect in or omission of a
constituent document exists shall
constitute the sole remedy respecting such
defect or omission available to the
Trustee on behalf of Certificateholders.
The Trustee shall be under no duty or
obligation to inspect, review and examine
such documents, instruments,
certificates or other papers to determine
that they are genuine, enforceable or
appropriate to the represented purpose, or
that they have actually been
recorded, or that they are other than what
they purport to be on their face. The
Trustee shall keep confidential the name of
each Mortgagor and shall not solicit
any such Mortgagor for the purpose of
refinancing the related Mortgage Loan.
Within 280 days of the Closing Date, the Trustee shall deliver to
the
Depositor and the Servicer the Trustee's
Certification, substantially in the
form of Exhibit G attached hereto, setting
forth the status of the Mortgage
Files as of such date.
Section 2.03 Trust
Fund; Authentication of Certificates. The
Trustee acknowledges and accepts the
assignment to it of the Trust Fund created
pursuant to this Agreement in trust for the
use and benefit of all present and
future Certificateholders. The Trustee
acknowledges the assignment to it for the
benefit of the Trust Fund of the Mortgage
Loans and has caused to be
authenticated and delivered to or upon the
order of the Depositor, in exchange
for the Mortgage Loans, Certificates duly
authenticated by the Trustee or, if an
Authenticating Agent has been appointed
pursuant to Section 4.06, the
Authenticating Agent in authorized
denominations evidencing ownership of the
entire Trust Fund.
Section 2.04 REMIC
Elections.
(a) The
Depositor hereby instructs and authorizes the Trustee to
make appropriate elections to treat the
Trust Fund as comprising three REMICs
(the Lower-Tier REMIC, the Middle-Tier
REMIC and the Upper-Tier REMIC). This
Agreement shall be construed so as to carry
out the intention of the parties
that each REMIC created hereunder be
treated as a REMIC at all times prior to
the date on which the Trust Fund is
terminated. The Closing Date is hereby
designated as the "startup day" of each
REMIC created hereunder within the
meaning of Section 860G(a)(9) of the Code.
The Lower-Tier REMIC shall hold as
assets all property of the Trust Fund other
than the Lower-Tier REMIC Interests
and the Middle-Tier REMIC Interests. Each
of the Lower-Tier REMIC Regular
Interests is hereby designated a "regular
interest" (within the meaning of
Section 860G(a)(1) of the Code) in the
Lower-Tier REMIC. The Middle-Tier REMIC
shall hold as assets the several classes of
uncertificated Lower-Tier REMIC
Regular Interests. Each of the Middle-Tier
REMIC Regular Interests is hereby
designated a "regular interest" (within the
meaning of Section 860G(a)(1) of the
Code) in the Middle-Tier REMIC. The
Upper-Tier REMIC shall hold as assets the
several classes of uncertificated
Middle-Tier REMIC Regular Interests. Each of
the Upper-Tier REMIC Regular Interests is
hereby designated as a "regular
interest" (within the meaning of Section
860G(a)(1) of the Code) in the
Upper-Tier REMIC. The Class LT-R Interest
is hereby designated as the sole
residual interest (within the meaning of
Section 860G(a)(2) of the Code) in the
Lower-Tier REMIC. The Class MT-R Interest
is hereby designated as the sole
residual interest (within the meaning of
Section 860G(a)(2) of the Code) in the
Middle-Tier REMIC. The Residual Interest is
hereby designated as the sole
residual interest (within the meaning of
Section 860G(a)(2) of the Code) in the
Upper-Tier REMIC. The Class A-R Certificate
evidences ownership of the
Class LT-R
51
<PAGE>
Interest, the Class MT-R Interest and the
Residual Interest. All interests
described in this Section 2.04(a) shall be
designated as such on the Startup
Day.
52
<PAGE>
LOWER-TIER REMIC
The following table specifies the class designation, pass-through
rate
and principal amount for each class of
Lower-Tier REMIC Interest.
Lower-Tier REMIC
Interest Initial
Principal Amount
Pass-Through Rate
Related Subgroup
---------------- ------------------------
-----------------
----------------
LT-R
(1)
(1)
N/A
LTA-P
$ 896,317.25232394
0.00%
N/A
LT1-AX
(2)
6.00%
N/A
LT1-1A
(3)
5.25%
Subgroup 1-1
LT1-1B
(4)
5.25%
Subgroup 1-1
LT1-2A
(5)
5.50%
Subgroup 1-2
LT1-2B
(4)
5.50%
Subgroup 1-2
LT1-3A
(6)
6.00%
Subgroup 1-3
LT1-3B
(4)
6.00%
Subgroup 1-3
LT2-1A
(7)
5.00%
Subgroup 2-1
LT2-1B
(4)
5.00%
Subgroup 2-1
LT2-2A
(8)
7.00%
Subgroup 2-2
LT2-2B
(4)
7.00%
Subgroup 2-2
(1) The Class LT-R Interest shall
represent the sole class of residual
interest in the Lower-Tier REMIC. The Class LT-R Interest will not
have
a principal amount or an interest rate. The Class LT-R Interest
shall
be represented by the Class A-R Certificate.
(2) The Class LT1-AX Interest is an
interest only interest, has no
principal balance, is not entitled to payments of principal and
will
bear interest on its notional amount. The notional amount of the
Class
LT1-AX Interest shall equal the Class 1-AX Notional Amount.
(3) The initial principal amount of
the Class LT1-1A Interest shall equal
1% of the Subgroup 1-1 Subordinated Amount as of the first
Distribution
Date.
(4) The initial principal amount of
each Lower-Tier REMIC Interest ending
with the designation "B" shall equal the excess of (i) the
aggregate
Scheduled Principal Balance of the Mortgage Components in the
related
Subgroup as of the first Distribution Date over (ii) the
initial
principal amount of the Lower-Tier REMIC Interest ending with
the
designation "A" that is related to the same Subgroup.
(5) The initial principal amount of
the Class LT1-2A Interest shall equal
1% of the Subgroup 1-2 Subordinated Amount as of the first
Distribution
Date.
(6) The initial principal amount of
the Class LT1-3A Interest shall equal
1% of the Subgroup 1-3 Subordinated Amount as of the first
Distribution
Date.
(7) The initial principal amount of
the Class LT2-1A Interest shall equal
1% of the Subgroup 2-1 Subordinated Amount as of the first
Distribution
Date.
(8) The initial principal amount of
the Class LT2-2A Interest shall equal
1% of the Subgroup 2-2 Subordinated Amount as of the first
Distribution
Date.
Interest shall be payable to, and shortfalls and losses are
allocable
to, the Class LT1-AX Interest as such
amounts are payable or allocable to the
Class 1-AX Certificates.
Principal shall be payable to, and shortfalls, losses, prepayments
and
increases in principal amount related to
Subsequent Recoveries are allocable to,
the Class LTA-P Interest as such amounts
are payable or allocable to the Class
A-P Certificates (determined as though the
aggregate original principal
53
<PAGE>
amount of the Class A-P Certificates was
$896,317.25232394).
After the foregoing allocations and distributions are made to the
Class
LT1-AX Interest and the Class LTA-P
Interest, distributions shall be deemed to
be made to the other Lower-Tier REMIC
Regular Interests first, so as to keep the
Uncertificated Principal Balance of each
Lower-Tier REMIC Regular Interest
ending with the designation "A" equal to 1%
of the excess of (x) the aggregate
Principal Balance of the Mortgage Loans or
Mortgage Components in the related
Subgroup over (y) the aggregate class
principal amounts of the Certificate
Subgroup related to such Subgroup (except
that if 1% of any such excess is
greater than the principal amount of the
corresponding Lower-Tier REMIC Regular
Interest ending with the designation "A",
the least amount of principal shall be
distributed to such Lower-Tier REMIC
Regular Interests such that the Lower-Tier
REMIC Subordinated Balance Ratio is
maintained); and second, any remaining
principal to the Lower-Tier REMIC Regular
Interests ending with the designation
"B" in such a manner that the remaining
principal balance of each such
Lower-Tier REMIC Regular Interest equals
the excess of the aggregate Principal
Balance of the Mortgage Loans or Mortgage
Components in the related Subgroup
over the Uncertificated Principal Balance
of the Lower-Tier REMIC Regular
Interest ending with the designation "A"
which is related to such Subgroup.
Realized Losses not allocated to the Class LT1-AX Interest and
the
Class LTA-P Interest shall be applied after
all distributions have been made on
each Distribution Date first, so as to keep
the Uncertificated Principal Balance
of each Lower-Tier REMIC Regular Interest
ending with the designation "A" equal
to 1% of the excess of (x) the aggregate
Principal Balance of the Mortgage Loans
or Mortgage Components in the related
Subgroup over (y) the aggregate class
principal amounts of the Certificate
Subgroup related to such Subgroup (except
that if 1% of any such excess is greater
than the principal amount of the
corresponding Lower-Tier REMIC Regular
Interest ending with the designation "A",
the least amount of Realized Losses shall
be allocated to such Lower-Tier REMIC
Regular Interests such that the Lower-Tier
REMIC Subordinated Balance Ratio is
maintained); and second, the remaining
Realized Losses shall be allocated to the
Lower-Tier REMIC Regular Interests ending
with the designation "B" in such a
manner that the remaining principal balance
of each such Lower-Tier REMIC
Regular Interest equals the excess of the
aggregate Principal Balance of the
Mortgage Loans or Mortgage Components in
the related Subgroup over the
Uncertificated Principal Balance of the
Lower-Tier REMIC Regular Interest ending
with the designation "A" which is related
to such Subgroup. All computations
with respect to the Lower-Tier REMIC
Interests shall be taken out to eight
decimal places.
If on any Distribution Date there is an increase in the
principal
amount of any Class of Certificates (other
than the Class A-P Certificates)
related to Subsequent Recoveries, then,
prior to distributions of principal and
allocations of losses on such Distribution
Date with respect to the Lower-Tier
REMIC, there shall be a corresponding
increase in the Uncertificated Principal
Balance of the Lower-Tier REMIC Regular
Interests, with such increase allocated
among the Lower-Tier REMIC Regular
Interests first, to each Lower-Tier REMIC
Regular Interest ending with the
designation "A", so that the Uncertificated
Principal Balance of each such Lower-Tier
REMIC Regular Interest continues to
equal the same percentage of the excess of
(x) the Principal Balance of the
Mortgage Loans or Mortgage Components in
the related Subgroup over (y) the
aggregate class principal amounts of the
Certificate Subgroup related to such
Subgroup and so that the Lower-Tier REMIC
Subordinated Balance Ratio is
maintained; and second, any remaining
increase allocated to the Lower-Tier REMIC
Regular Interests ending with the
designation "B" in such a manner that the
principal balance of each such Lower-Tier
REMIC Regular Interest equals the
excess of the aggregate Principal Balance
of the Mortgage Loans or Mortgage
Components in the related Subgroup over the
Uncertificated Principal Balance of
the Lower-Tier REMIC Regular Interest
ending with the designation "A" which is
related to such Subgroup.
54
<PAGE>
MIDDLE TIER REMIC
The following table specifies the class designation, interest
rate,
initial principal amount and Classes of
corresponding certificates for each
class of Middle-Tier REMIC Interest:
Pass-
Middle-Tier
Through
Corresponding
REMIC Interest Initial Balance
Rate
Certificates
-------------- -------------------
-------
-------------
MT-R
(1)
(1)
N/A
MT1-A1
(2)
5.25%
Class 1-A1
MT1-A2
(2)
5.25%
Class 1-A2
MT1-A3
(2)
5.25%
Class 1-A3
MT1-A4
(2)
5.25%
Class 1-A4
MT1-A5
(2)
5.50%
Class 1-A5
MT1-A6
(2)
5.50%
Class 1-A6
MT1-A7
(2)
5.50%
Class 1-A7
MT1-A8
(2)
5.50%
Class 1-A8
MT1-A9
(2)
5.50%
Class 1-A9
MT1-A10
(2)
5.50%
Class 1-A10
MT1-A11
(2)
5.50%
Class 1-A11
MT1-A12
(2)
5.50%
Class 1-A12
MT1-A13
(2)
6.00%
Class 1-A13
MT1-A14
(2)
6.00%
Class 1-A14
MT1-A15
(2)
6.00%
Class 1-A15
MT1-A16
(2)
6.00%
Class 1-A16
MT1-A17
(2)
6.00%
Class 1-A17
MT1-A18
(2)
5.50%
Class 1-A18
MT1-AX
(3)
6.00%
Class 1-AX
MT2-A1
(2)
5.00%
Class 2-A1
MT2-A2
(2)
7.00%
Class 2-A2,
Class 2-A3
MTIA-P
$ 896,317.25232394
0.00%
Class A-P
MTA-R
(2)
5.00%
Class A-R
MTM
(2)
(4)
Class M
MTB-1
(2)
(4)
Class B-1
MTB-2
(2)
(4)
Class B-2
MTB-3
(2)
(4)
Class B-3
MTB-4
(2)
(4)
Class B-4
MTB-5
(2)
(4)
Class B-5
----------
(1) The Class MT-R Interest shall
represent the sole class of residual
interest in the Middle-Tier REMIC. The Class MT-R Interest will
not
have a principal amount or an interest rate. The Class MT-R
Interest
shall be represented by the Class A-R Certificate.
(2) The initial principal amount of
each of these interests shall be equal
to the Original Certificate Principal Balance the Class of
corresponding Certificates (disregarding the notional amount of
any
class of "interest-only" certificates).
(3) The Class MT1-AX Interest is an
interest only interest, has no
principal balance, is not entitled to payments of principal and
will
bear interest on its notional amount. The notional amount of
the
55
<PAGE>
Class MT1-AX Interest shall equal the Class 1-AX Notional
Amount.
(4) For any Distribution Date, the
interest rate for the Class MTM
Interest, Class MTB-1 Interest, Class MTB-2 Interest, Class
MTB-3
Interest, Class MTB-4 Interest and Class MTB-5 Interest shall be a
per
annum rate equal to the weighted average of the interest rates on
the
Class LT1-1A Interest, the Class LT1-2A Interest, the Class
LT1-3A
Interest, the Class LT2-1A Interest and the Class LT2-2A
Interest
weighted on the basis of their principal amounts immediately prior
to
such Distribution Date.
Principal and interest shall be payable to, and shortfalls,
losses,
prepayments and increases in principal
amount related to Subsequent Recoveries
are allocable to, the Middle-Tier REMIC
Regular Interests as such amounts are
payable and allocable to the corresponding
certificates under this Agreement
(excluding Section 6.01(a)(v) hereof and
determined as though the aggregate
original principal amount of the Class A-P
Certificates was $896,317.25232394).
(b) Solely for
the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible
maturity date" of each "regular
interest" in each REMIC created hereunder
is the Distribution Date immediately
following the latest scheduled maturity of
any Mortgage Loan.
(c) The "tax
matters person" with respect to each REMIC created
hereunder for purposes of the REMIC
Provisions shall be the beneficial owner of
the Class A-R Certificate having the
largest Percentage Interest of such Class;
provided, however, that such largest
beneficial owner and, to the extent
relevant, each other Holder of a Class A-R
Certificate, by its acceptance
thereof, irrevocably appoints the Servicer
as its agent and attorney-in-fact to
act as "tax matters person" with respect to
each REMIC created hereunder for
purposes of the REMIC provisions.
(d) It is
intended that each REMIC created hereunder shall
constitute, and that the affairs of the
Trust Fund shall be conducted so as to
qualify each REMIC created hereunder as, a
"real estate mortgage investment
conduit" as defined in and in accordance
with the REMIC Provisions. In
furtherance of such intention, the Servicer
covenants and agrees that it shall
act as agent (and the Servicer is hereby
appointed to act as agent) on behalf of
the Trust Fund, each REMIC created
hereunder and the Holder of the Class A-R
Certificate and that in such capacity it
shall:
(i) prepare
and file, or cause to be prepared and filed,
in a timely manner, a U.S. Real Estate Mortgage Investment
Conduit
Income Tax Return (Form 1066) for each REMIC created hereunder
and
prepare and file or cause to be prepared and filed with the
Internal
Revenue Service and applicable state or local tax authorities
income
tax or information returns for each taxable year with respect to
each
REMIC created hereunder, using the calendar year as the taxable
year
and the accrual method of accounting, containing such information
and
at the times and in the manner as may be required by the Code or
state
or local tax laws, regulations, or rules, and shall furnish or
cause to
be furnished to Certificateholders the schedules, statements or
information at such times and in such manner as may be required
thereby;
(ii)
within thirty days of the Closing Date, shall furnish
or cause to be furnished to the Internal Revenue Service, on Form
8811
or as otherwise may be required by the Code, the name, title,
address,
and telephone number of the person that the holders of the
Certificates
may contact for tax information relating thereto (and the
Servicer
shall act as the representative of the Trust Fund for this
purpose),
together with such additional information as may be required by
such
Form, and shall update such information at the time or times in
the
manner required by the Code;
56
<PAGE>
(iii) make
or cause to be made an election, on behalf of
each REMIC created hereunder, to be treated as a REMIC, and make
the
appropriate designations, if applicable, in accordance with
this
Section 2.04 on the federal tax return of each REMIC hereunder for
its
first taxable year (and, if necessary, under applicable state
law);
(iv)
prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal
Revenue
Service and, if necessary, state tax authorities, all
information
returns or reports, or furnish or cause to be furnished by
telephone,
mail, publication or other appropriate method such information, as
and
when required to be provided to them in accordance with the
REMIC
Provisions, including without limitation, the calculation of
any
original issue discount;
(v) provide
information necessary for the computation of
tax imposed on the transfer of the Class A-R Certificate to a
Disqualified Organization, or an agent (including a broker, nominee
or
other middleman) of a Disqualified Organization, or a
pass-through
entity in which a Disqualified Organization is the record holder of
an
interest (the reasonable cost of computing and furnishing such
information may be charged to the Person liable for such tax);
(vi)
ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such other
Person
as may be required to sign such returns by the Code or state or
local
laws, regulations or rules; and
(vii)
maintain such records relating to each REMIC created
hereunder as may be required by the Code and as may be necessary
to
prepare the foregoing returns, schedules, statements or
information.
(e) Pursuant
to Section 6.02(b), the Servicer, with the consent of
the Trustee, hereby appoints the
Institution Trust Services Department of Chase
to perform the duties enumerated in (d)
above.
Section 2.05 Permitted
Activities of Trust. The Trust is created
for the object and purpose of engaging in
the Permitted Activities.
Section 2.06 Qualifying
Special Purpose Entity. For purposes of
SFAS 140, the parties hereto intend that
the Trust shall be treated as a
"qualifying special purpose entity" as such
term is used in SFAS 140 and any
successor rule thereto and its power and
authority as stated in Section 2.05 of
this Agreement shall be limited in
accordance with paragraph 35 thereof.
[END OF ARTICLE II]
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE SERVICER; REPURCHASE OF MORTGAGE LOANS
Section 3.01
Representations and Warranties of the Depositor with
respect to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee for
the
benefit of the Certificateholders that on
the Closing Date it has entered into
the Sale Agreement with CHF as Seller, that
the Seller has made the following
representations and warranties with respect
to each Mortgage Loan in such Sale
Agreement as of the Closing Date, which
representations and warranties run to
and are for the
57
<PAGE>
benefit of the Depositor and the Trustee
for the benefit of the
Certificateholders, and as to which the
Depositor has assigned to the Trustee
for the benefit of the Certificateholders,
pursuant to Section 2.01 hereof, the
right to cause the Seller to repurchase a
Mortgage Loan as to which there has
occurred an uncured breach of
representations and warranties in accordance with
the provisions of the Sale Agreement.
(a) The
information set forth in the Mortgage Loan Schedule is
complete, true and correct in all material
respects;
(b) With
respect to a Mortgage Loan which is not a Co-op Loan, the
Mortgage creates a first lien or a first
priority ownership interest in an
estate in fee simple in real property
securing the related Mortgage Note. With
respect to a Co-op Loan, the related
Mortgage is a valid, enforceable and
subsisting first security interest on the
related cooperative shares securing
the related Mortgage Note, subject only to
(a) liens of the related residential
cooperative housing corporation for unpaid
assessments representing the
Mortgagor's pro rata share of the related
residential cooperative housing
corporation's payments for its blanket
mortgage, current and future real
property taxes, insurance premiums,
maintenance fees and other assessments to
which like collateral is commonly subject
and (b) other matters to which like
collateral is commonly subject which do not
materially interfere with the
benefits of the security intended to be
provided by the related security
agreement. There are no liens against or
security interest in the cooperative
shares relating to each Co-op Loan (except
for unpaid maintenance, assessments
and other amounts owed to the related
cooperative which individually or in the
aggregate will not have a material adverse
effect on such Co-op Loan), which
have priority over the Trustee's security
interest in such cooperative shares;
(c) All
payments due prior to the Cut-off Date for such Mortgage
Loan have been made as of the Closing Date,
the Mortgage Loan is not delinquent
in payment more than 30 days and has not
been dishonored; to the best of the
Seller's knowledge, there are no material
defaults under the terms of the
Mortgage Loan; the Seller has not advanced
funds, or induced, solicited or
knowingly received any advance of funds
from a party other than the owner of the
Mortgaged Property subject to the Mortgage
(or, with respect to a Co-op Loan,
the related Mortgagor), directly or
indirectly, for the payment of any amount
required by the Mortgage Loan; there has
been no more than one delinquency in
excess of 30 days during the preceding
twelve-month period;
(d) To the
best of the Seller's knowledge, all taxes, governmental
assessments, insurance premiums, water,
sewer and municipal charges, leasehold
payments or ground rents which previously
became due and owing have been paid,
or escrow funds have been established in an
amount sufficient to pay for every
such escrowed item which remains unpaid and
which has been assessed but is not
yet due and payable;
(e) The terms
of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in
any respect, except by written
instruments. No Mortgagor has been
released, in whole or in part, from the terms
thereof except in connection with an
assumption agreement and which assumption
agreement is part of the Mortgage File and
the terms of which are reflected in
the Mortgage Loan Schedule;
(f) The
Mortgage Note and the Mortgage are not subject to any
right of rescission, set-off, counterclaim
or defense, including, without
limitation, the defense of usury, nor will
the operation of any of the terms of
the Mortgage Note or Mortgage, or the
exercise of any right thereunder, render
the Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject to
any right of rescission, set-off,
counterclaim or defense, including the defense
of usury, and no such right of rescission,
set-off,
58
<PAGE>
counterclaim or defense has been asserted
with respect thereto, and the
Mortgagor was not a debtor in any state or
federal bankruptcy or insolvency
proceeding at the time the Mortgage Loan
was originated;
(g) With
respect to a Mortgage Loan which is not a Co-op Loan, all
buildings or other customarily insured
improvements upon the Mortgaged Property
are insured by an insurer acceptable under
the FNMA Guides against loss by fire,
hazards of extended coverage and such other
hazards as are provided for in the
FNMA Guides or by FHLMC. All such standard
hazard policies are in full force and
effect and on the date of origination
contained a standard mortgagee clause
naming the Seller and its successors in
interest and assigns as loss payee and
such clause is still in effect and all
premiums due thereon have been paid. If
required by the Flood Disaster Protection
Act of 1973, as amended, the Mortgaged
Property is covered by a flood insurance
policy meeting the requirements of the
current guidelines of the Federal Insurance
Administration which policy conforms
to FNMA and FHLMC requirements. The
Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the
Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes
the holder of the Mortgage to maintain
such insurance at the Mortgagor's cost and
expense and to seek reimbursement
therefor from the Mortgagor;
(h) Any and
all requirements of any federal, state or local laws
and all applicable predatory and abusive
lending laws, including, without
limitation, usury, truth-in-lending, real
estate settlement procedures, consumer
credit protection, equal credit opportunity
or disclosure laws applicable to the
Mortgage Loan have been complied with in
all material respects;
(i) The
Mortgage has not been satisfied, canceled or subordinated,
in whole or in part, or rescinded, and the
Mortgaged Property has not been
released from the lien of the Mortgage, in
whole or in part nor has any
instrument been executed that would effect
any such release, cancellation,
subordination or rescission;
(j) With
respect to a Mortgage Loan which is not a Co-op Loan, the
Mortgage is a valid, subsisting,
enforceable and perfected first lien on the
Mortgaged Property, including, all
buildings on the Mortgaged Property. The
Mortgage and the Mortgage Note do not
contain any evidence of any security
interest or other interest or right
thereto. Such lien is free and clear of all
adverse claims, liens and encumbrances
having priority over the first lien of
the Mortgage subject only to (1) the lien
of non-delinquent current real
property taxes and assessments not yet due
and payable, (2) covenants,
conditions and restrictions, rights of way,
easements and other matters of the
public record as of the date of recording
which are acceptable to mortgage
lending institutions generally and either
(A) which are referred to or otherwise
considered in the appraisal made for the
originator of the Mortgage Loan, or (B)
which do not adversely affect the Appraised
Value of the Mortgaged Property as
set forth in such appraisal, and (3) other
matters to which like properties are
commonly subject which do not materially
interfere with the benefits of the
security intended to be provided by the
Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged
Property. Any security agreement, chattel
mortgage or equivalent document related to
and delivered in connection with the
Mortgage Loan establishes and creates a
valid, subsisting, enforceable and
perfected first lien and first priority
security interest on the property
described therein, and the Depositor has
the full right to sell and assign the
same to the Trustee for the benefit of the
Certificateholders;
(k) The
Mortgage Note and the related Mortgage are original and
genuine and each is the legal, valid and
binding obligation of the maker
thereof, enforceable in all respects in
accordance with its terms subject to
bankruptcy, insolvency and other laws of
general application affecting the
rights of creditors and the Depositor has
taken all action necessary to transfer
such rights of enforceability to the
Trustee for the benefit of the
Certificateholders. All parties to the
Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage
Loan and to execute and deliver the
Mortgage Note and the
59
<PAGE>
Mortgage. The Mortgage Note and the
Mortgage have been duly and property
executed by such parties. The proceeds of
the Mortgage Loan have been fully
disbursed and there is no requirement for
future advances thereunder, and any
and all requirements as to completion of
any on-site or off-site improvements
and as to disbursements of any escrow funds
therefor have been complied with;
(l) The Seller
is the sole owner and holder of the Mortgage Loan
and the indebtedness evidenced by the
Mortgage Note, except for the Assignments
of Mortgage which have been sent for
recording, and upon recordation the Seller
will be the owner of record of the Mortgage
and the indebtedness evidenced by
the Mortgage Note, and upon the sale of the
Mortgage Loan to the Trust for the
benefit of the Certificateholders, the
Seller will retain the Mortgage File or
any part thereof with respect thereto not
delivered to the Trust for the benefit
of the Certificateholders or its designee
in trust only for the purpose of
servicing and supervising the servicing of
the Mortgage Loan. Immediately prior
to the transfer and assignment to the Trust
for the benefit of the
Certificateholders, the Mortgage Loan,
including the Mortgage Note and the
Mortgage, were not subject to an assignment
or pledge, and the Depositor had
good and marketable title to and was the
sole owner thereof and had full right
to transfer and sell the Mortgage Loan to
the Trustee for the benefit of the
Certificateholders free and clear of any
encumbrance, equity, lien, pledge,
charge, claim or security interest and has
the full right and authority subject
to no interest or participation of, or
agreement with, any other party, to sell
and assign the Mortgage Loan pursuant to
this Agreement and following the sale
of the Mortgage Loan, the Trustee for the
benefit of the Certificateholders will
own such Mortgage Loan free and clear of
any encumbrance, equity, participation
interest, lien, pledge, charge, claim or
security interest;
(m) </
