EXHIBIT 4.1 CHASE MORTGAGE FINANCE CORPORATION, DEPOSITOR, JPMORGAN CHASE BANK, N.A., SERVICER, JPMORGAN CHASE BANK, N.A., CUSTODIAN AND THE BANK OF NEW YORK TRUST COMPANY, N.A., TRUSTEE AND PAYING AGENT POOLING AND SERVICING AGREEMENT Dated as of April 1, 2007 $595,210,100 Multi-Class Mortgage Pass

EXHIBIT 4.1

CHASE MORTGAGE FINANCE CORPORATION,

DEPOSITOR,

JPMORGAN CHASE BANK, N.A.,

SERVICER,

JPMORGAN CHASE BANK, N.A.,

CUSTODIAN

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

TRUSTEE AND PAYING AGENT

POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2007

$595,210,100
Multi-Class Mortgage Pass-Through Certificates
ChaseFlex Trust Series 2007-2

TABLE OF CONTENTS

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     This Pooling and Servicing Agreement, dated as of April 1, 2007, 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 (in such capacity, together with its permitted successors and assigns, the "Servicer"), JPMorgan Chase Bank, N.A., as custodian (in such capacity, together with its permitted successors and assigns, the "Custodian"), The Bank of New York Trust Company, N.A., as paying agent (in such capacity, together with its permitted successors and assigns, the "Paying Agent") and The Bank of New York Trust Company, N.A., as trustee (in such capacity, 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).

      ACCRUAL PERIOD : With respect to any Distribution Date and the Lower-Tier REMIC Interests and any Class of Certificates and their Corresponding REMIC Regular Interests, the period from and including the 25th day of the month immediately preceding the related Distribution Date (or in the case of the first Distribution Date, April 30, 2007) to and including the 24th day of the month of such Distribution Date; and with respect to the SWAP REMIC Regular Interests and any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs. Interest shall accrue on all Classes of Certificates, their Corresponding REMIC Regular Interests and on all Lower-Tier REMIC Interests on the basis of a 360-day year and the actual number of days in each Accrual Period, and all calculations of interest on the SWAP REMIC Regular Interests will be made on the basis of a 360-day year consisting of twelve 30-day months.

      ACCOUNTANT’S ATTESTATION : As defined in Section 5.26(b).

      ADDITIONAL FORM 10-D DISCLOSURE : As defined in Section 5.24(b).

      ADDITIONAL FORM 10-K DISCLOSURE : As defined in Section 5.24(d).

      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 : With respect to the Trustee, the 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 601 Travis, 16 ^th Floor, Houston, Texas 77002; and, with respect to the Paying Agent, the office of the Paying Agent 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 601 Travis, 16 ^th Floor, Houston, Texas 77002.

      AGREEMENT : This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

      ALLOCATED REALIZED LOSS AMOUNT : With respect to any Class of Class A, Class M, Class B or Class CE Certificates and any Distribution Date, an amount equal to any Realized Loss allocated to that Class of Certificates on that Distribution Date.

      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).

      ASSESSMENT OF COMPLIANCE : As defined in Section 5.26(a).

      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(a).

      AVAILABLE DISTRIBUTION AMOUNT : With respect to any Distribution Date, the total amount of all cash received by the Paying Agent on the Mortgage Loans or otherwise for deposit into the Certificate Account in respect of such Distribution Date, including (1) all scheduled installments of interest (net of the related Servicing Fees) and principal collected on the Mortgage Loans and due during the Due Period related to such Distribution Date, together with any Advances in respect thereof, (2) all Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries from the Mortgage Loans, in each case for such Distribution Date, (3) all partial or full Principal Prepayments, together with any accrued interest thereon, identified as having been received from the related Mortgage Loans during the related Prepayment Period, (4) any amounts received from the Servicers in respect of Interest Shortfalls with respect to the Mortgage Loans, (5) the aggregate Purchase Price of all Defective Mortgage Loans in such Mortgage Pool purchased from the Trust Fund during the related Prepayment Period and (6) on the Distribution Date on which the Mortgage Pool is to be terminated pursuant to Article XI hereof, any amounts deposited in the Collection Account pursuant to Article XI hereof, minus:

     (A) all related charges and other amounts payable or reimbursable to the Servicer, the Paying Agent or the Trustee under this Agreement;

     (B) in the case of (2), (3), (4) and (5) above, any related unreimbursed expenses incurred by the Servicer in connection with a liquidation or foreclosure and any unreimbursed Advances or Servicing Advances due to the Servicer;

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     (C) any related unreimbursed Nonrecoverable Advances due to the Servicer; and

     (D) in the case of (1) through (4) above, any related amounts collected which are determined to be attributable to a subsequent Due Period or Principal Prepayment Period.

      BANKRUPTCY CODE : Title 11 of the United States Code, as the same may be amended from time to time.

      BASIC PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Overcollateralization Release Amount, if any, for such Distribution Date.

      BASIS RISK SHORTFALL CARRYOVER AMOUNTS : For any Distribution Date and any Class of LIBOR Certificates, an amount equal to the sum of (i) the excess, if any, of (x) the amount of interest such Class of Certificates would have accrued on such Distribution Date had its Certificate Rate for such Distribution Date been equal to the lesser of (a) LIBOR plus the related Certificate Margin and (b) 11.50% per annum, over (y) the amount of interest such Class of Certificates accrued for such Distribution Date at the Net WAC (adjusted to an actual/360 basis) and (ii) the unpaid portion of any Basis Risk Shortfall Carryover Amount for such Class of Certificates from prior Distribution Dates together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the lesser of (a) LIBOR plus the Certificate Margin for such Class of Certificates for the related Accrual Period and (b) 11.50% per annum.

      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, Class M Certificates and Class B Certificates, referred to collectively.

      BUSINESS DAY : Any day other than (a) a Saturday or Sunday, (b) a legal holiday in the States of New York , Louisiana 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.

      CAP STRIKE RATE : With respect to the Yield Maintenance Agreement and the applicable Distribution Date, the rate specified in Exhibit V under the heading "Cap Strike Rate" for that Distribution Date.

      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, Class B, Class A-R or Class CE 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

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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 MARGIN : With respect to any Class of LIBOR Certificates and any Distribution Date:

      CERTIFICATE OWNER : Any Person who is the beneficial owner of a Book-Entry Certificate registered in the name of the Depository or its nominee.

      CERTIFICATE RATE : With respect to each Class of LIBOR Certificates and any Distribution Date, the least of (a) One-Month LIBOR plus the related Certificate Margin, (b) the related Net WAC, and (c) 11.50%.

      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.

      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.

      CLASS : Pertaining to the Class A-1, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class A-R, Class B-1, Class B-2, Class B-3, Class CE Certificates and any SWAP REMIC Interest, Lower-Tier REMIC Interest or REMIC Regular Interest, as the case may be.

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      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 CERTIFICATES : The Class A-1 and Class A-2 Certificates, referred to collectively.

      CLASS A PERCENTAGE : With respect to any Distribution Date, the percentage of principal and interest payments that are allocable to the Class A Certificates pursuant to Section 6.01.

      CLASS A-1 CERTIFICATE : Any one of the Class A-1 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-2 CERTIFICATE : Any one of the Class A-2 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-R CERTIFICATE : The Class A-R Certificate executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), substantially in the form of the Class A-R Certificate set forth in Exhibit F hereto.

      CLASS A-R RESERVE FUND : The Eligible Account established pursuant to Section 6.01(e).

      CLASS B CERTIFICATES : The Class B-1, Class B-2 and Class B-3 Certificates, referred to collectively.

      CLASS B PERCENTAGE : With respect to any Distribution Date, the percentage of principal and interest payments that are allocable to the Class B Certificates pursuant to Section 6.01.

      CLASS B-1 CERTIFICATE : Any one of the Class B-1 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Outstanding Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Outstanding Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Outstanding Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (7) the Outstanding Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal

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Distribution Amount on such Distribution Date) and (8) the Outstanding Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 96.70% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS B-2 CERTIFICATE : Any one of the Class B-2 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Outstanding Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Outstanding Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Outstanding Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (7) the Outstanding Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (8) the Outstanding Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date) and (9) the Outstanding Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 97.40% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS B-3 CERTIFICATE : Any one of the Class B-3 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Outstanding Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Outstanding Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Outstanding Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (7) the Outstanding Certificate Principal

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Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (8) the Outstanding Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (9) the Outstanding Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date) and (10) the Outstanding Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 98.40% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS CE CERTIFICATE : Any one of the Class CE Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A, Class M and Class B Certificates, substantially in the form of the Class CE Certificate set forth in Exhibit E-1 hereto.

      CLASS CE DISTRIBUTABLE INTEREST RATE : The excess, if any, of (a) the weighted average of the interest rates on the Lower-Tier REMIC Regular Interests (other than the Class LT-IO Interest) over (b) two times the weighted average of the interest rates on the Lower-Tier REMIC Regular Interests (other than the Class LT-IO Interest) (treating for purposes of this clause (b) the interest rate of each of the Lower-Tier REMIC Marker Classes as being capped at the interest rate of the Corresponding REMIC Regular Interest of the Corresponding Certificates (as adjusted, if necessary, to reflect the length of the Accrual Period for the LIBOR Certificates) and treating the Class LTX Interest as being capped at zero). The averages described in the preceding sentence shall be weighted on the basis of the respective principal balances of the Lower-Tier REMIC Regular Interests immediately before any date of determination.

      CLASS CE INTEREST DISTRIBUTION AMOUNT : With respect to any Distribution Date one-twelfth of the product of (x) a notional amount, equal to the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the month immediately preceding the month of such Distribution Date (after giving effect to Monthly Payments of principal due on such date), and (y) the Class CE Distributable Interest Rate for such Distribution Date.

      CLASS CE INTEREST SHORTFALL : As to any Distribution Date, the amount by which (i) the Class CE Interest Distribution Amount on all prior Distribution Dates exceeds (ii) amounts distributed in respect thereof to the Class CE Certificates on prior Distribution Dates or added to the aggregate Outstanding Certificate Principal Balance of the Class CE Certificates in respect of any Overcollateralization Increase Amount (other than amounts so added attributable to Subsequent Recoveries or proceeds of the Swap Agreement or Yield Maintenance Agreement).

      CLASS CE PERCENTAGE : With respect to any Distribution Date, the percentage of principal and interest payments that are allocable to the Class CE Certificates pursuant to Section 6.01.

      CLASS LT-R INTEREST : The sole residual interest in the Lower-Tier REMIC.

      CLASS LTX INTEREST : The Lower-Tier REMIC Regular Interest designated as the Class LTX Interest as described in Section 2.04.

      CLASS M CERTIFICATES : The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, referred to collectively.

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      CLASS M PERCENTAGE : With respect to any Distribution Date, the percentage of principal and interest payments that are allocable to the Class M Certificates pursuant to Section 6.01.

      CLASS M-1 CERTIFICATE : Any one of the Class M-1 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-1 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date) and (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 92.10% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS M-2 CERTIFICATE : Any one of the Class M-2 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-2 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date) and (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 93.20% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS M-3 CERTIFICATE : Any one of the Class M-3 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-3 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date) and (4) the Outstanding Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 93.90% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

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      CLASS M-4 CERTIFICATE : Any one of the Class M-4 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-4 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Outstanding Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date) and (5) the Outstanding Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 94.60% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS M-5 CERTIFICATE : Any one of the Class M-5 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-5 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Outstanding Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Outstanding Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date) and (6) the Outstanding Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 95.30% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS M-6 CERTIFICATE : Any one of the Class M-6 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), 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-6 PRINCIPAL DISTRIBUTION AMOUNT : With respect to any Distribution Date, the excess of (x) the sum of (1) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (2) the Outstanding Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution

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Date), (3) the Outstanding Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Outstanding Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Outstanding Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Outstanding Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date) and (7) the Outstanding Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 96.00% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      CLASS PAYMENT SHORTFALL : As defined in Section 2.04(b)(ii) herein.

      CLASS SW-R INTEREST : The sole residual interest in the SWAP REMIC.

      CLOSING DATE : April 26, 2007.

      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.

      COMMISSION : The United States Securities and Exchange Commission.

      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.

      CORRESPONDING CERTIFICATES : With respect to the Class LTA-1 Interest, the Class A-1 Certificates. With respect to the Class LTA-2 Interest, the Class A-2 Certificates. With respect to the Class LTM-1 Interest, the Class M-1 Certificates. With respect to the Class LTM-2 Interest, the Class M-2 Certificates. With respect to the Class LTM-3 Interest, the Class M-3 Certificates. With respect to the Class LTM-4 Interest, the Class M-4 Certificates. With respect to the Class LTM-5 Interest, the Class M-5 Certificates. With respect to the Class LTM-6 Interest, the Class M-6 Certificates. With respect to the Class LTB-1 Interest, the Class B-1 Certificates. With respect to the Class LTB-2 Interest, the Class B-2 Certificates. With respect to the Class LTB-3 Interest, the Class B-3 Certificates.

      CORRESPONDING REMIC REGULAR INTEREST : For each Class of Certificates, the interest in the Upper-Tier REMIC listed on the same row in the table entitled "Upper-Tier REMIC" in Section 2.04 hereof.

      CUSTODIAN : JPMorgan Chase Bank, N.A., and its permitted successors in interest.

      CUT-OFF DATE : April 1, 2007.

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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.

      DEFAULTED SWAP TERMINATION PAYMENT : Any payment required to be made by the Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap Agreement as a result of an event of default under the Swap Agreement with respect to which the Swap Counterparty is the defaulting party or a termination event under that agreement (other than illegality or a tax event) with respect to which the Swap Counterparty is the sole Affected Party (as defined in the Swap Agreement).

      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, 2007.

      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 and 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

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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 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 acts as sponsor, administrator or the like and receives compensation with respect to such investment) which may be 12b-1 funds, as contemplated under the rules promulgated by the 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

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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.

      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 CE Certificate and any other Certificate, as long as the acquisition and holding of such Certificate is not 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 Custodian or Trustee, as applicable, referred to in Section 2.02.

      EXCESS INTEREST : On any Distribution Date, for each Class of the Class A, Class M and Class B Certificates, the excess, if any, of (1) the amount of interest such Class of Certificates is entitled to receive on such Distribution Date over (2) the amount of interest such Class of Certificates would have been entitled to receive on such Distribution Date at an interest rate equal to the REMIC Pass-Through Rate.

      EXCHANGE ACT : The Securities Exchange Act of 1934, as amended.

      FDIC : The Federal Deposit Insurance Corporation or any successor organization.

      FHLMC : The Federal Home Loan Mortgage Corporation or any successor organization.

      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 : The Distribution Date in May 2037.

      FITCH RATINGS : Fitch, Inc. or its successor in interest.

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      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.

      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 DISTRIBUTION AMOUNT : With respect to each Distribution Date and each Class of Certificates entitled to distributions of interest, an amount equal to the amount of interest accrued during the related Accrual Period at the related Certificate Rate on the Outstanding Certificate Principal Balance of such Class of Certificates for such Distribution Date, in each case, reduced by any Net Interest Shortfalls allocated to such Class of Certificates as such shortfalls are allocated.

      INTEREST REMITTANCE AMOUNT : The portion of the Available Distribution Amount not consisting of the Principal Remittance Amount.

      INTEREST SHORTFALL : As to any Class of Certificates and any Distribution Date, (i) the amount by which the Interest Distribution Amount for such Class on all prior Distribution Dates exceeds (ii) amounts distributed in respect thereof to such Class on prior Distribution Dates.

      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.

      LIBOR : With respect to any Distribution Date and the Certificate Rates on the LIBOR 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.

      LIBOR CERTIFICATES : The Class A, Class M and Class B Certificates.

      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

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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; provided however, certain Mortgage Loans financing the acquisition of a Mortgaged Property in New York will be based solely on the 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 MARKER CLASS : Any one of the Classes of Lower-Tier REMIC Regular Interests other than the Class LTX Interest and other than the Class LT-IO Interest.

      LOWER-TIER REMIC REGULAR INTEREST : Any one of the Lower-Tier REMIC Interests other than the Class LT-R Interest.

      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.

      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

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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 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 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 $600,011,458.17.

      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.

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      NET INTEREST SHORTFALL : With respect to any Distribution Date, an amount equal to the sum of: (i) any Compensating Interest Shortfalls for that Distribution Date, and (ii) Relief Act Reductions for such Distribution Date.

      NET LIQUIDATION PROCEEDS : As to any Liquidated Mortgage Loan, Liquidation Proceeds net of Liquidation Expenses.

      NET MONTHLY EXCESS CASHFLOW : With respect to any Distribution Date, the sum of (a) any Overcollateralization Release Amount and (b) the excess of (x) the Available Distribution Amount for such Distribution Date over (y) the sum for such Distribution Date of (A) the aggregate of the Interest Distribution Amounts for the Class A, Class M and Class B Certificates, (B) the Interest Shortfall for the Class A Certificates, (C) Net Swap Payments made by the Supplemental Interest Trust and any Swap Termination Payments (unless the Swap Counterparty is the defaulting party) and (D) the Principal Remittance Amount.

      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.

      NET RATE : The per annum rate set forth in footnote 3 to the description of the Lower-Tier REMIC in Section 2.04 herein (such rate being based on the weighted average of the interest rates on the SWAP REMIC Regular Interests as adjusted and as set forth in such footnote).

      NET SWAP PAYMENT : With respect to any Distribution Date, any net payment (other than a Swap Termination Payment or Defaulted Swap Termination Payment) made by the Supplemental Interest Trust to the Swap Counterparty on the related Fixed Rate Payer Payment Date (as defined in the Swap Agreement) or made by the Swap Counterparty to the Supplemental Interest Trust on the related Floating Rate Payer Payment Date (as defined in the Swap Agreement), each determined in accordance with the Swap Agreement. In each case, the Net Swap Payment shall not be less than zero.

      NET WAC : As of any Distribution Date, the weighted average of the Mortgage Rates of the Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, net of the sum of (i) the Servicing Fee Rate and (ii) any Net Swap Payment or Swap Termination Payment (unless the Swap Counterparty is the defaulting party or the sole affected party under the Swap Agreement) made to the Swap Counterparty for such Distribution Date divided by the aggregate of the Stated Principal Balances of the Mortgage Loans as of the beginning of the related Due Period, weighted on the basis of their Stated Principal Balances as of that date, multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

      NON-MERS MORTGAGE LOAN : Any Mortgage Loan other than a MERS Mortgage Loan.

      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.

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      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 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.

      OPTIONAL CLEAN-UP CALL DATE : The first Distribution Date following a Due Date on which the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans is less than 10% of the aggregate unpaid Principal Balance of the Mortgage Loans on the Cut-off Date.

      ORIGINAL CERTIFICATE PRINCIPAL BALANCE : With respect to any Class of Certificates, the amount specified for such Class in Section 4.01(d).

      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE : With respect to any Class 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; provided, however, that on each Distribution Date, after all distributions of principal on such Distribution Date, an amount equal to the Overcollateralization Increase Amount for such Distribution Date will be added to the aggregate Outstanding Certificate Principal Balance of the Class CE Certificates (on a pro rata basis); 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 (with the Class A-2 Certificates being deemed to be more junior than the other Class A Certificates), by an amount equal to the lesser of (i) the amount the Class of Certificates has been 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). The initial Outstanding Certificate Principal Balance of the Class CE Certificates will be equal to the initial Overcollateralized Amount.

      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.

      OVERCOLLATERALIZATION DEFICIENCY AMOUNT: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Distribution Date (after giving effect to distributions in respect of the Principal Remittance Amount on such Distribution Date).

      OVERCOLLATERALIZATION FLOOR : With respect to any Distribution Date, an amount equal to the product of (i) 0.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

      OVERCOLLATERALIZATION INCREASE AMOUNT : With respect to any Distribution Date, the lesser of (x) the Net Monthly Excess Cashflow for such Distribution Date and (y) the Overcollateralization Deficiency Amount for such Distribution Date.

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      OVERCOLLATERALIZATION RELEASE AMOUNT : With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (1) the Overcollateralized Amount for such Distribution Date over (2) the Overcollateralization Target Amount for such Distribution Date.

      OVERCOLLATERALIZATION TARGET AMOUNT : With respect to any Distribution Date, (1) prior to the Step-Down Date, 0.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (2) on or after the Step-Down Date, provided a Trigger Event is not in effect, the greater of (x) 1.60% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (y) the Overcollateralization Floor, and (3) on or after the Step-Down Date, if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

      OVERCOLLATERALIZED AMOUNT : With respect to any Distribution Date, the difference between (x) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (y) the sum of the aggregate Outstanding Certificate Principal Balance of the Certificates (excluding the Class CE Certificates) as of such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date).

      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 of such Certificate by the aggregate of the Outstanding Certificate Principal Balances 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.

      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.

      PLAN : As defined in Section 4.02(d)(i).

      PRIMARY INSURANCE POLICY : Each primary policy of mortgage guaranty insurance or any replacement policy therefor referred to in Section 5.15 hereof.

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      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 3.03, 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 DISTRIBUTION AMOUNT : With respect to any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for such Distribution Date and (ii) the Overcollateralization Increase Amount for such Distribution Date.

      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.

      PRINCIPAL REMITTANCE AMOUNT : With respect to any Distribution Date, the portion of the Available Distribution Amount equal to the sum of (i) all scheduled payments of principal collected or advanced on the Mortgage Loans by the Servicer that were due during the related Due Period, (ii) the principal portion of each full and partial principal prepayment made by a borrower on a Mortgage Loan during the related Principal Prepayment Period, (iii) each other unscheduled collection, including insurance proceeds and net liquidation proceeds representing or allocable to recoveries of principal of the Mortgage Loans received during the related Prepayment Period, including any Subsequent Recoveries on the Mortgage Loans, (iv) the principal portion of the purchase price of each Mortgage Loan repurchased by the Seller due to a defect in documentation or a material breach of a representation and warranty with respect to such Mortgage Loan or, in the case of a permitted substitution of a defective Mortgage Loan, the amount representing any principal adjustment in connection with any such replaced Mortgage Loan with respect to the related Principal Prepayment Period and (v) in connection with any optional purchase of the Mortgage Loans, the principal portion of the Purchase Price, up to the principal portion of such Purchase Price.

      PTCE : As defined in Section 4.02(d)(i).

      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 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

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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 Accrual Period after the initial Accrual Period.

      RATE CAP CEILING : With respect to the Yield Maintenance Agreement and the applicable Distribution Date, the rate specified in Exhibit V under the heading "Rate Cap Ceiling" for that Distribution Date.

      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 : With respect to the Class A, Class M and Class B Certificates, the close of business on the Business Day immediately preceding the Distribution Date. With respect to the Class A-R and Class CE Certificates, the close of business on the last Business Day of the calendar month preceding the month of the related Distribution Date.

      REFERENCE BANK RATE : The rate determined on the basis of the rates at which deposits in U.S. dollars are offered by the reference banks (which shall be three major banks that are engaged in transactions in the London interbank market, selected by the Servicer or its designee) as of 11:00 A.M., London time, on the day that is two LIBOR Business Days prior to the first date of the related Accrual Period to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate of the outstanding principal balance of the Certificates (other than the Class A-R and Class CE Certificates). The Servicer or its designee 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 or its designee, 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 principal balance of the Certificates (other than the Class A-R and Class CE Certificates). If 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, 5.320%.

      REGULATION AB : Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and

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interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

      RELEVANT MORTGAGE LOAN : The meaning specified in Section 5.01.

      RELATED CERTIFICATES : With respect to each Class of REMIC Regular Interests, the related Certificates set forth in the table under "Upper-Tier REMIC" in Section 2.04(a).

      RELIEF ACT : The Servicemembers Civil Relief Act or the California Military and Veterans Code, as amended, or any other similar state or local law.

      RELIEF ACT REDUCTIONS : With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

      REMIC : A "real estate mortgage investment conduit," 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 NET WAC : As of any Distribution Date, the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, weighted on the basis of their Stated Principal Balances as of that date.

      REMIC PASS-THROUGH RATE : In the case of a Class of the Class A, Class M and Class B Certificates, the Upper-Tier REMIC Net WAC Cap for the Corresponding REMIC Regular Interest.

      REMIC POOL : Each of the SWAP REMIC, the Lower-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.

      REMIC REGULAR INTEREST : Each of the interests in the Upper-Tier REMIC as set forth in Section 2.04 other than the Residual Interest.

      REMIC SWAP RATE : For each Distribution Date (and the related Accrual Period), a per annum rate equal to the Fixed Rate under the Swap Agreement for such Distribution Date, as set forth in the Swap Agreement.

      REMIC REPORTING AGENT : As defined in Section 7.02(b).

      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

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Certificateholders (other than the Class A-R Certificateholders), the Class M Certificateholders, the Class B Certificateholders and the Class CE Certificateholders and (ii) amounts, if any, paid in respect of principal and accrued interest on the Class A-R Certificates from collections or advances with respect to the Mortgage Loans, other than, in the case of both (i) and (ii), amounts attributable to the Class SW-R Interest or Class LT-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.

      REUTERS PAGE LIBOR01 : The display currently so designated on the Reuters Xtra 3000 Service (or such other page as may replace that page on that service or any successor service for displaying comparable rates or prices).

      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 1, 2007 between the Depositor and CHF.

      SARBANES-OXLEY CERTIFICATION : The meaning specified in Section 5.24(f).

      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).

      SECURITIES ACT: The Securities Act of 1933, as amended.

      SELLER : CHF.

      SENIOR ENHANCEMENT PERCENTAGE : For any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Outstanding Certificate Principal Balance of the Class M and Class B Certificates (after giving effect to the distribution of the Principal Distribution Amount on such Distribution Date) and (ii) the Overcollateralized Amount (after giving effect to the distribution of the Principal Distribution Amount on such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period.

      SENIOR PRINCIPAL DISTRIBUTION AMOUNT : For any Distribution Date, an amount equal to the excess of (x) the aggregate Outstanding Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (1) 89.20% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period minus the Overcollateralization Floor.

      SERVICER : Chase or any successor under this Agreement as herein provided.

      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

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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 CRITERIA : The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

      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 : 0.2560% 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).

      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).

      STATED PRINCIPAL BALANCE : For any Mortgage Loan at any Due Date, the unpaid principal balance of such Mortgage Loan as of such Due Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous principal prepayments and liquidation proceeds allocable to principal and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related mortgagor.

      STEP-DOWN DATE : The earlier to occur of (1) the Distribution Date on which the aggregate Outstanding Certificate Principal Balance of the Class A Certificates has been reduced to zero and (2) the later to occur of (x) the Distribution Date occurring in May 2010 and (y) the first Distribution Date on which the Senior Enhancement Percentage is greater than or equal to 10.80% (for the purpose of this

24

definition only, the Senior Enhancement Percentage shall be calculated prior to the distribution of the Principal Distribution Amount to the Class M and Class B Certificates).

      SUBCONTRACTOR : Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans as determined by and under the direction or authority of the Servicer or a Sub-Servicer.

      SUB-SERVICER: Any Person that services Mortgage Loans on behalf of the Servicer or any Sub-Servicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB. Any Sub-Servicer shall meet the qualifications set forth in Section 5.02.

      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.

      SUPPLEMENTAL INTEREST TRUST : The separate trust, established pursuant to Section 5.30 of this Agreement.

      SUPPLEMENTAL INTEREST TRUST ACCOUNT : The separate Eligible Account created and maintained by the Supplemental Interest Trust Trustee pursuant to Section 5.30 in the name of the Supplemental Interest Trust Trustee for the benefit of the Supplemental Interest Trust and designated "The Bank of New York Trust Company, N.A., as supplemental interest trust trustee, in trust for registered holders of ChaseFlex Trust, Multi-Class Mortgage Pass-Through Certificates, Series 2007-2." Funds in the Supplemental Interest Trust Account shall be held in trust for the Supplemental Interest Trust for the uses and purposes set forth in this Agreement.

      SUPPLEMENTAL INTEREST TRUST TRUSTEE : The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity, but solely in its capacity as trustee of the Supplemental Interest Trust for the benefit of the Certificateholders under this Agreement, and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor supplemental interest trust trustee as may from time to time be serving as successor supplemental interest trustee hereunder.

      SWAP AGREEMENT : The schedule to the master agreement (attached as Exhibit W hereto), including the confirmation thereto (attached as Exhibit W-1 hereto) and the related credit support annex (attached as Exhibit W-2 hereto), between the Swap Counterparty and the Supplemental Interest Trust Trustee for the benefit of the Certificateholders or any other swap agreement (including any related schedules) held by the Supplemental Interest Trust pursuant to Section 5.30 hereof.

      SWAP COUNTERPARTY : JPMorgan Chase Bank N.A., or any successor counterparty who meets the requirements set forth in the Swap Agreement.

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      SWAP LIBOR : With respect to any Distribution Date (and the related Accrual Period) the product of (i) the Floating Rate Option (as defined in the Swap Agreement for the related Swap Payment Date), (ii) two and (iii) the quotient of (a) the actual number of days in the Accrual Period for the Lower-Tier REMIC Interests divided by (b) 30.

      SWAP PAYMENT DATE : For so long as the Swap Agreement is in effect or amounts remain unpaid thereunder, the 2 ^nd Business Day (as defined in the Swap Agreement) immediately preceding each Distribution Date.

      SWAP POSTED COLLATERAL ACCOUNT : The segregated Eligible Account created and maintained by the Supplemental Interest Trust Trustee pursuant to Section 5.30 in the name of the Supplemental Interest Trust Trustee for the benefit of the Supplemental Interest Trust and designated "The Bank of New York Trust Company, N.A., as supplemental interest trust trustee, in trust for registered holders of ChaseFlex Trust, Multi-Class Mortgage Pass-Through Certificates, Series 2007-2." Funds in the Swap Posted Collateral Account shall be held in trust for the Supplemental Interest Trust for the uses and purposes set forth in the Swap Agreement

      SWAP REMIC : The SWAP REMIC as described in Section 2.04.

      SWAP REMIC INTERESTS : Each of the interests in the SWAP REMIC as set forth in Section 2.04.

      SWAP REMIC REGULAR INTEREST : Each of the SWAP REMIC Interests other than the Class SW-R Interest.

      SWAP TERMINATION PAYMENT : Any payment payable by the Supplemental Interest Trust or the Swap Counterparty upon termination of the Swap Agreement pursuant to the Swap Agreement.

      TRIGGER EVENT : A Trigger Event is in effect with respect to any Distribution Date on or after the Step-Down Date if either (i) the percentage obtained by dividing (x) the aggregate Stated Principal Balance of the Mortgage Loans that are 60 days or more delinquent (including, for this purpose, Mortgage Loans in REO, foreclosure or bankruptcy status) as of the last day of the prior calendar month by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the prior calendar month exceeds 50.00% of the Senior Enhancement Percentage for such Distribution Date or (ii) the cumulative Realized Losses on the Mortgage Loans (after reduction for all Subsequent Recoveries received from the Cut-off Date through the last day of the related Due Period) as a percentage of the original aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date is greater than the percentage set forth in the following table:

      TRUST : The Trust created pursuant to this Agreement.

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      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, the Certificate Account and the Reserve Fund, (iii) the Trust’s rights under the Yield Maintenance Agreement, (iv) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure, (v) Standard Hazard Policies and any other insurance policies, and the proceeds thereof and (vi) any proceeds of any of the foregoing.

      TRUSTEE : The Bank of New York Trust Company, 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 party, and any successor trustee at the time serving as successor trustee hereunder, appointed as herein provided.

      UNCERTIFICATED CLASS CE INTEREST : An uncertificated REMIC Regular Interest having the characteristics described in Section 2.04.

      UNPAID REALIZED LOSS AMOUNT : For any Class of Class A, Class M, Class B or Class CE Certificates and any Distribution Date, the unpaid portion of the aggregate Allocated Realized Loss Amount allocated to that Class, as reduced by an amount equal to any increase in the related Outstanding Certificate Principal Balance due to (i) the receipt of Subsequent Recoveries or (ii) distributions of proceeds of the Swap Agreement or Yield Maintenance Agreement.

      UPPER-TIER REMIC : The Upper-Tier REMIC as described in Section 2.04.

      UPPER-TIER REMIC NET WAC CAP : For any Distribution Date, the Net Rate.

      U.S. PERSON : A "United States Person" as defined in Section 7701(a)(30) of the Code.

      YIELD MAINTENANCE AGREEMENT : The yield maintenance agreement described in Section 5.29 and set forth in Exhibit U.

      YIELD MAINTENANCE AGREEMENT AMOUNT : The amount described in Section 5.29(e).

      YIELD MAINTENANCE AGREEMENT COUNTERPARTY : JPMorgan Chase Bank, N.A., in its capacity as cap counterparty under the Yield Maintenance Agreement, and its successors in interest.

[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).

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     In connection with such assignment, the Depositor does hereby deliver to, and deposit with, the Custodian on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so assigned:

     (A) Original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of ___, without recourse" and signed in the name of the last endorsee by an authorized officer.

     (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 of the original that was sent for recording, certified by the Seller.

     (C) The original policy of title insurance, or in the event such original title policy is unavailable a copy of the related policy (provided that use of a copy is acceptable to the related title insurance or escrow company), 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.

     (D) Certified true copy of power of attorney sent for recording.

     (A) The original Assignment of Mortgage to "The Bank of New York Trust Company, 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 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, or in the event such original title policy is unavailable a copy of the related policy (provided that use of a copy is acceptable to the related title insurance or escrow company), 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

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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, a copy of any applicable power of attorney.

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     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 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 trustee 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

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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.

     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 by the Custodian on the Trustee’s behalf 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 the Custodian holds and will hold on the Trustee’s behalf 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

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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 may accept delivery of such Mortgage Files by the Custodian on its behalf. The Custodian will deliver a copy of the Exception Report to the Depositor and the Trustee.

     The Custodian, on the Trustee’s behalf, 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 Custodian on the Trustee’s behalf 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 Custodian on the Trustee’s behalf shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the Seller, the Trustee and the Depositor. In addition, the Custodian on the Trustee’s behalf shall also notify the Servicer, the Seller, the Trustee 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 Custodian and 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 Depositor 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 Depositor notified the Seller and the Trustee of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price 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 based solely on information provided to it by the Custodian 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.

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     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 Paying Agent to make appropriate elections to treat the Trust Fund as including three REMICs (the SWAP REMIC, the Lower-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 Trust Fund, for federal income tax purposes will consist of (i) the REMIC Pools, (ii) the grantor trust described in Section 2.04(c), (iii) the Supplemental Interest Trust, the Swap Agreement and the Yield Maintenance Agreement and (iv) the Class A-R Reserve Fund. The SWAP REMIC shall hold as assets all property of the Trust Fund, other than the SWAP REMIC Interests, the Lower-Tier REMIC Interests and the assets described in clauses (ii), (iii) and (iv) above. Each of the SWAP REMIC Regular Interests is hereby designated a "regular interest" (within the meaning of Section 860G(a)(1) of the Code) in the SWAP REMIC. The Lower-Tier REMIC shall hold as assets the several classes of uncertificated SWAP REMIC Regular 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 Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Regular Interests. Each of the 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 SW-R Interest is hereby designated as the sole residual interest (within the meaning of Section 860G(a)(2) of the Code) in the SWAP 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 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 SW-R Interest, the Class LT-R Interest, the Residual Interest and the right to receive payments from the Class A-R Reserve Fund. All interests described in this Section 2.04(a) shall be designated as such on the Startup Day.

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The SWAP REMIC

     The following table sets forth the designations, initial principal balances and interest rates for each interest in the SWAP REMIC:

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