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Exhibit 4.1
CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,
JPMORGAN CHASE BANK, N.A.,
SERVICER,
JPMORGAN CHASE BANK, N.A.,
CUSTODIAN,
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
PAYING AGENT
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2007
$1,075,181,900
Multi-Class Mortgage Pass-Through Certificates
Series 2007-S3
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ARTICLE I
DEFINITIONS......................................................................................................
1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST
FUND.........................................................................
45
Section 2.01 Conveyance of Mortgage
Loans..............................................................................
45
Section 2.02 Acceptance by
Trustee.....................................................................................
49
Section 2.03 Trust Fund; Authentication of
Certificates................................................................
50
Section 2.04 REMIC
Elections...........................................................................................
50
Section 2.05 Permitted Activities of
Trust.............................................................................
57
Section 2.06 Qualifying Special Purpose
Entity.........................................................................
57
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND THE
SERVICER; REPURCHASE OF MORTGAGE LOANS.................. 57
Section 3.01 Representations and Warranties of the Depositor with
respect to the Mortgage Loans........................ 57
Section 3.02 Representations and Warranties of the
Servicer............................................................
65
Section 3.03 Option to
Substitute......................................................................................
65
ARTICLE IV THE
CERTIFICATES.................................................................................................
66
Section 4.01 The
Certificates..........................................................................................
66
Section 4.02 Registration of Transfer and Exchange of
Certificates.....................................................
69
Section 4.03 Mutilated, Destroyed, Lost or Stolen
Certificates.........................................................
73
Section 4.04 Persons Deemed
Owners.....................................................................................
73
Section 4.05 Appointment of Paying Agent and Certificate Registrar;
Certificate Account................................ 73
Section 4.06 Authenticating
Agents.....................................................................................
74
ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS....................................................................
75
Section 5.01 Servicer to Service Mortgage
Loans........................................................................
75
Section 5.02 Sub-Servicing Agreements Between Servicer and
Sub-Servicers; Enforcement of Sub-Servicer's Obligations.... 76
Section 5.03 Successor
Sub-Servicers...................................................................................
76
Section 5.04 Liability of the
Servicer.................................................................................
76
Section 5.05 No Contractual Relationship Between Sub-Servicer and
Trustee or Certificateholders........................ 77
Section 5.06 Termination of Sub-Servicing
Agreement....................................................................
77
Section 5.07 Collection of Mortgage Loan
Payments......................................................................
77
Section 5.08 Establishment of Collection Account; Deposit in
Collection Account........................................ 77
Section 5.09 Permitted Withdrawals from the Collection
Account.........................................................
78
Section 5.10 Establishment of Escrow Account; Deposits in Escrow
Account............................................... 79
Section 5.11 Permitted Withdrawals from Escrow
Account.................................................................
79
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Section 5.12 Payment of Taxes, Insurance and Other
Charges.............................................................
80
Section 5.13 Transfer of
Accounts......................................................................................
80
Section 5.14
[Reserved]................................................................................................
80
Section 5.15 Maintenance of the Primary Insurance
Policies.............................................................
80
Section 5.16 Maintenance of Standard Hazard
Policies...................................................................
80
Section 5.17
[Reserved]................................................................................................
81
Section 5.18
[Reserved]................................................................................................
81
Section 5.19 Fidelity Bond and Errors and Omissions
Insurance..........................................................
81
Section 5.20 Collections under Insurance Policies; Enforcement of
Due-On-Sale Clauses; Assumption Agreements........... 81
Section 5.21 Income and Realization from Defaulted Mortgage
Loans...................................................... 82
Section 5.22 Trustee to Cooperate; Release of Mortgage
Files...........................................................
83
Section 5.23 Servicing and Other
Compensation..........................................................................
85
Section 5.24 1934 Act
Reports..........................................................................................
85
Section 5.25 Annual Statement as to
Compliance.........................................................................
87
Section 5.26 Assessment of Compliance and Independent Public
Accountants' Attestation; Financial Statements ........... 87
Section 5.27 Access to Certain Documentation; Rights of the
Depositor in Respect of the Servicer....................... 89
Section 5.28 REMIC-Related
Covenants...................................................................................
90
Section 5.29 Reserve Fund; Yield Maintenance
Agreement.................................................................
91
ARTICLE VI PAYMENTS TO THE
CERTIFICATEHOLDERS...............................................................................
93
Section 6.01
Distributions.............................................................................................
93
Section 6.02 Statements to the
Certificateholders......................................................................
100
Section 6.03 Advances by the
Servicer..................................................................................
103
Section 6.04 Allocation of Realized
Losses.............................................................................
103
Section 6.05 Compensating Interest; Allocation of Certain Interest
Shortfalls.......................................... 105
Section 6.06
Subordination.............................................................................................
107
Section 6.07 Determination of
LIBOR....................................................................................
107
ARTICLE VII REPORTS TO BE PREPARED BY THE
SERVICER..........................................................................
108
Section 7.01 Servicer Shall Provide Information as Reasonably
Required................................................. 108
Section 7.02 Federal Information Returns and Reports to
Certificateholders.............................................
108
ARTICLE VIII THE DEPOSITOR AND THE
SERVICER.................................................................................
109
Section 8.01 Indemnification; Third Party
Claims.......................................................................
109
Section 8.02 Merger or Consolidation of the Depositor or the
Servicer.................................................. 109
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Section 8.03 Limitation on Liability of the Depositor, the
Servicer, the Trustee and Others............................
110
Section 8.04 Depositor and Servicer Not to
Resign......................................................................
110
Section 8.05 Successor to the
Servicer.................................................................................
111
Section 8.06 Maintenance of
Ratings....................................................................................
112
ARTICLE IX
DEFAULT..........................................................................................................
112
Section 9.01 Events of
Default.........................................................................................
112
Section 9.02 Waiver of
Defaults........................................................................................
113
Section 9.03 Trustee to Act; Appointment of
Successor..................................................................
113
Section 9.04 Notification to Certificateholders and the Rating
Agencies................................................ 113
ARTICLE X CONCERNING THE
TRUSTEE............................................................................................
114
Section 10.01 Duties of
Trustee.........................................................................................
114
Section 10.02 Certain Matters Affecting the
Trustee....................................................................
114
Section 10.03 Trustee Not Liable for Certificates or Mortgage
Loans..................................................... 115
Section 10.04 Trustee May Own
Certificates..............................................................................
116
Section 10.05 Fees and
Expenses.........................................................................................
116
Section 10.06 Eligibility Requirements for
Trustee......................................................................
116
Section 10.07 Resignation and Removal of the
Trustee....................................................................
116
Section 10.08 Successor
Trustee.........................................................................................
117
Section 10.09 Merger or Consolidation of
Trustee........................................................................
117
Section 10.10 Appointment of Co-Trustee or Separate
Trustee.............................................................
118
Section 10.11 Appointment of Office or
Agency...........................................................................
118
Section 10.12
Indemnification...........................................................................................
118
ARTICLE XI
TERMINATION......................................................................................................
119
Section 11.01
Termination...............................................................................................
119
ARTICLE XII MISCELLANEOUS
PROVISIONS........................................................................................
121
Section 12.01 Severability of
Provisions................................................................................
121
Section 12.02 Limitation on Rights of
Certificateholders................................................................
121
Section 12.03
Amendment.................................................................................................
121
Section 12.04
Counterparts..............................................................................................
122
Section 12.05 Duration of
Agreement.....................................................................................
122
Section 12.06 Governing
Law.............................................................................................
122
Section 12.07
Notices...................................................................................................
122
Section 12.08 Further
Assurances........................................................................................
123
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EXHIBIT A MORTGAGE LOAN SCHEDULES
EXHIBIT B CONTENTS OF MORTGAGE FILE
EXHIBIT C FORM OF CLASS A CERTIFICATE
EXHIBIT D FORM OF CLASS M CERTIFICATE
EXHIBIT E FORM OF CLASS B CERTIFICATE
EXHIBIT F FORM OF CLASS A-R CERTIFICATE
EXHIBIT G FORM OF TRUSTEE CERTIFICATION
EXHIBIT H FORM OF INVESTMENT LETTER
EXHIBIT I FORM OF RULE 144A INVESTMENT LETTER
EXHIBIT J FORM OF SPECIAL SERVICING AND COLLATERAL FUND
AGREEMENT
EXHIBIT K FORM OF CLASS A-R TRANSFEREE LETTER
EXHIBIT K-1 FORM OF CLASS A-R TRANSFEROR LETTER
EXHIBIT L REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT M FORM OF TRANSFEREE ERISA REPRESENTATION LETTER
EXHIBIT N PERMITTED EXCHANGEABLE CERTIFICATE COMBINATIONS
EXHIBIT O FORM OF OFFICER'S CERTIficate (PAYING AGENT)
EXHIBIT P LETTER OF REPRESENTATIONS
EXHIBIT Q FORM OF TRUST AGREEMENT
EXHIBIT R SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
COMPLIANCE
EXHIBIT S FORM OF SARBANES-OXLEY CERTIFICATION
EXHIBIT T FORM OF ITEM 1123 CERTIFICATION OF SERVICER
EXHIBIT U FORM OF CLASS 1-A1 YIELD MAINTENANCE AGREEMENT
EXHIBIT U-1 FORM OF CLASS 1-A8 YIELD MAINTENANCE AGREEMENT
EXHIBIT V PLANNED PRINCIPAL BALANCES FOR THE CLASS 1-A16, CLASS
1-A18,
CLASS 1-A19, CLASS 1-A21, CLASS 1-A22, CLASS 1-A23 AND CLASS
1-A24 CERTIFICATES
EXHIBIT W TARGETED PRINCIPAL BALANCES FOR THE CLASS 1-A1 AND CLASS
1-A3
CERTIFICATES
SCHEDULE X 1934 ACT FORM 8-K REPORTING OBLIGATIONS
SCHEDULE Y 1934 ACT FORM 10-D REPORTING OBLIGATIONS
SCHEDULE Z 1934 ACT FORM 10-K REPORTING OBLIGATIONS
iv
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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).
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, 16th 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, 16th Floor,
Houston,
Texas 77002.
AGGREGATE SUBORDINATED PERCENTAGE: As defined in Section
6.01(I)(b)(vii)(A).
AGREEMENT: This Pooling and Servicing Agreement and all amendments
hereof
and supplements hereto.
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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: As to either Mortgage Group or, as
the
context requires, both Mortgage Groups, on any Distribution Date,
an amount
equal to the amount on deposit in the Collection Account with
respect to such
Mortgage Group as of the close of business two Business Days
immediately
preceding the related Distribution Date (but prior to making any
deposits into
the Certificate Account on such date) except:
(a) amounts received on particular Mortgage Loans in such Mortgage
Group
as late payments or other recoveries of principal or interest
(including any
Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds and
condemnation
awards) and respecting which the Servicer previously made an
unreimbursed
Advance of such amounts;
(b) reimbursement for Nonrecoverable Advances and other amounts
permitted
to be withdrawn by the Servicer pursuant to Section 5.09 from, or
not required
to be deposited in, the Collection Account attributable, in each
case, to
Mortgage Loans in such Mortgage Group;
(c) amounts representing the Servicing Fee attributable in each
case to
the Mortgage Loans in such Mortgage Group with respect to such
Distribution
Date;
(d) amounts representing all or part of a Monthly Payment with
respect to
a Mortgage Loan in such Mortgage Group due (i) after the related
Due Period or
(ii) on or prior to the Cut-off Date;
(e) all Repurchase Proceeds, Principal Prepayments, Liquidation
Proceeds,
Insurance Proceeds, Subsequent Recoveries and condemnation awards
with respect
to Mortgage Loans in such Mortgage Group received after the related
Principal
Prepayment Period, and all related payments of interest
representing interest
for any period of time after the last day of the related Due Period
for such
Mortgage Loans; and
(f) all income from Eligible Investments held in the Collection
Account
for the account of the Servicer.
BANKRUPTCY AMOUNT: As of any date of determination, $333,052.65
minus all
Bankruptcy Losses on the Mortgage Loans, if any, previously
allocated to the
Certificates in accordance with Section 6.04.
2
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BANKRUPTCY CODE: Title 11 of the United States Code, as the same
may be
amended from time to time.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or Debt Service Reduction.
BASIS RISK SHORTFALL CARRYOVER AMOUNT: For any Distribution Date
and the
Class 1-A1 and Class 1-A8 Certificates, an amount equal to the sum
of (i) the
excess, if any, of (x) the amount of interest such Class of
Certificates accrued
for such Distribution Date at the related Certificate Rate over (y)
the amount
such Class of Certificates accrued for such Distribution Date at
the per annum
rate of 6.00%, in the case of the Class 1-A1 Certificates, and
5.75%, in the
case of the Class 1-A8 Certificates, 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 related Certificate
Rate.
BENEFICIAL HOLDER: A Person holding a beneficial interest in
any
Book-Entry Certificate through a Participant or an Indirect
Participant or a
Person holding a beneficial interest in any Definitive
Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates (other than the
Class
A-R, Class 1-AX and Class 2-AX Certificates), Class M Certificates,
Class B-1
Certificates, Class B-2 Certificates and Class B-3 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 and 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 any Distribution Date and the
Class 1-A1
or Class 1-A8 Yield Maintenance Agreement, the rate set forth under
the heading
"Cap Strike Rate" in Exhibit U or Exhibit U-1, respectively.
CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution
Date,
with respect to any Class of Subordinated Certificates, an amount,
if any, equal
to the amount of principal distributable to such Class on any prior
Distribution
Date that has not been so distributed and is not attributable to a
Realized
Loss.
CASH LIQUIDATION: Recovery of all cash proceeds by the Servicer
with
respect to the liquidation of any Mortgage Loan, including
Insurance Proceeds
and other payments or recoveries (whether made at one time or over
a period of
time) which the Servicer deems to be finally recoverable, in
connection with the
sale, assignment or satisfaction of such Mortgage Loan, trustee's
sale,
foreclosure sale or otherwise, but only if title to the related
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan)
was not acquired by foreclosure or deed in lieu of foreclosure by
the Servicer
pursuant to Section 5.21.
CERTIFICATE: Any Class A, Class M or Class B Certificate.
CERTIFICATE ACCOUNT: The account created and maintained pursuant
to
Section 4.05.
CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate
is
registered in the Certificate Register, except that, solely for the
purposes of
giving any consent, waiver, request or demand pursuant to this
Agreement, any
Certificate registered in the name of the Depositor, the Servicer,
any
Sub-Servicer, or any of their respective Affiliates shall be
disregarded and the
undivided Percentage
3
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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 GROUP: Each of (i) the Class 1-A Certificates,
collectively
and (ii) the Class 2-A Certificates, collectively.
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: The per annum rate of interest borne by each
Class of
Certificates (other than the Class A-P Certificates), which (i) in
the case of
the Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7,
Class 1-A9,
Class 1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15,
Class 1-A17,
Class 1-A19, Class 1-A20, Class 1-AX and Class A-R Certificates
will be 6.00%,
(ii) in the case of the Class 1-A16 Certificates will be 5.875%,
(iii) in the
case of the Class 1-A10 Certificates will be 5.750% and (iv) in the
case of the
Class 1-A21, Class 2-A1 and Class 2-AX Certificates will be 5.50%.
In the case
of the Class 1-A1 Certificates, the Certificate Rate with respect
to the first
Distribution Date will be 5.92%, and as to any Distribution Date
thereafter, the
Certificate Rate on the Class 1-A1 Certificates will equal the
lesser of (A)
0.60% plus LIBOR and (B) 20.00%, but not less than 0.60%. In the
case of the
Class 1-A2 Certificates, the Certificate Rate with respect to the
first
Distribution Date will be 0.08%, and as to any Distribution Date
thereafter, the
Certificate Rate on the Class 1-A2 Certificates will equal the
greater of (A)
5.40% minus LIBOR and (B) 0.00%. In the case of the Class 1-A8
Certificates, the
Certificate Rate (i) with respect to the first Distribution Date
will be 6.07%,
(ii) with respect to any Distribution Date thereafter but prior to
the interest
accrual period relating to the Distribution Date in May 2010, the
Certificate
Rate on the Class 1-A8 Certificates will equal the lesser of (A)
0.75% plus
LIBOR and (B) 9.50%, but not less than 5.75% and (iii) commencing
with the
interest accrual period relating to the Distribution Date in May
2010 and with
respect to any Distribution Date thereafter, 5.75%. In the case of
the Class
1-A18, Class 1-A22, Class 1-A23 and Class 1-A24 Certificates, the
Certificate
Rates will equal a per annum rate equal to , for any Distribution
Date (i) prior
to the Credit Support Depletion Date, 6.000%, 5.625%, 5.750% and
5.875%,
respectively, or (ii) on or after the Credit Support Depletion
Date, the sum of
(A) 5.50% and (B) a fraction, the numerator of which is the product
of (1) 12,
(2) the interest accrued on the Class 1-A17 Certificates (without
taking account
of any exchanges) for such Distribution Date and (3)(a) 14,881,000,
(b)
3,720,250, (c) 7,440,500 and (d) 11,160,750, respectively, and the
denominator
of which is the product of (1) the Outstanding Certificate
Principal Balance of
the Class 1-A18, Class 1-A22, Class 1-A23 or Class 1-A24
Certificates, as
applicable, and (2) 16,443,500. If the Outstanding Certificate
Principal Balance
of the Class 1-A18, Class 1-A22, Class 1-A23 or Class 1-A24
Certificates is
reduced to zero while any such Class of Certificates is entitled to
receive
interest amounts from the portion of the Class 1-A17 Certificates
exchanged for
such Class, such interest entitlement will not be expressed as a
Certificate
Rate and such Class will be entitled to interest amounts that would
otherwise be
paid to the Class 1-A17 Certificates exchanged for such Class. With
respect to
each Class of Subordinated Certificates, the per annum rate of
interest will
equal the fraction, expressed as a percentage, (I) the numerator of
which will
equal the sum of (i) the product of (x) 6.00% and (y) the Group One
Subordinated
Amount, and (ii) the product of (x) 5.50% and (y) the Group Two
Subordinated
Amount and (II) the denominator of which will equal the sum of the
Group One
Subordinated Amount and the Group Two Subordinated Amount. For
federal income
tax purposes, the Certificate Rate on each Class of Subordinate
Certificates can
be expressed as a per annum rate equal to the weighted average of
the interest
rates on the Lower-Tier REMIC Regular Interests ending with the
designation "A"
weighted on the basis of their principal amounts immediately prior
to such
Distribution Date. Interest with respect
4
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to each Class of Certificates (other than the Class A-P
Certificates) shall be
calculated based on a 360 day year comprised of twelve 30-day
months.
CERTIFICATE REGISTER: The register maintained pursuant to Section
4.02.
CERTIFICATE REGISTRAR: The Person appointed by the Trustee as
Certificate
Registrar pursuant to Section 4.05.
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 1-A1, Class 1-A2, Class 1-A3, Class
1-A4,
Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class
1-A10, Class
1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15, Class
1-A16, Class
1-A17, Class 1-A18, Class 1-A19, Class 1-A20, Class 1-A21, Class
1-A22, Class
1-A23, Class 1-A24, Class 1-AX, Class A-P, Class A-R, Class 2-A1,
Class 2-AX,
Class A-M, Class M-1, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5,
Class B-6 Certificates or any Lower-Tier REMIC Interest or any
Middle-Tier REMIC
Interest, as the case may be.
CLASS 1-A CERTIFICATES: Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A4,
Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class
1-A10, Class
1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15, Class
1-A16, Class
1-A17, Class 1-A18, Class 1-A19, Class 1-A20, Class 1-A21, Class
1-A22, Class
1-A23, Class 1-A24, Class 1-AX and Class A-R Certificates, referred
to
collectively.
CLASS 1-A DEFICIENCY AMOUNT: As defined in Section 6.01(I)(b)(iii)
hereof.
CLASS 1-A1 CERTIFICATE: Any one of the Class 1-A1 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 1-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at a per annum rate equal to the lesser of (i)
LIBOR plus
0.60% and (ii) 6.00% on the Outstanding Certificate Principal
Balance of the
Class 1-A1 Certificates minus (i) any Compensating Interest
Shortfall allocated
to the Class 1-A1 Certificates on such Distribution Date pursuant
to Section
6.05(b), (ii) any Realized Loss Interest Shortfall resulting from
an Excess Loss
allocated to the Class 1-A1 Certificates on such Distribution Date
pursuant to
Section 6.05(c), and (iii) any interest shortfall resulting from
the Relief Act
allocated to the Class 1-A1 Certificates on such Distribution Date
pursuant to
Section 6.05(d).
CLASS 1-A1 MAXIMUM YIELD MAINTENANCE AGREEMENT AMOUNT: The
amount
described in Section 5.29(e).
CLASS 1-A1 SCHEDULED NOTIONAL AMOUNT: With respect to any
Distribution
Date set forth in Exhibit U hereto, the amount set forth with
respect to such
Distribution Date in Exhibit U under the heading "Notional."
5
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CLASS 1-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(A).
CLASS 1-A1 YIELD MAINTENANCE AGREEMENT: The Yield Maintenance
Agreement
set forth on Exhibit U hereto.
CLASS 1-A2 CERTIFICATE: Any one of the Class 1-A2 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 1-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 1-A2
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 1-A2
Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 1-A2 Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 1-A2 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A2 NOTIONAL AMOUNT: With respect to any Distribution Date,
the
Outstanding Certificate Principal Balance of the Class 1-A1
Certificates for
such Distribution Date.
CLASS 1-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(B).
CLASS 1-A3 ACCRETION TERMINATION DATE: The earlier to occur of the
(i) the
Distribution Date following the Distribution Date on which the
aggregate
Outstanding Certificate Principal Balance of the Class 1-A1
Certificates has
been reduced to zero and (ii) the Distribution Date following the
Credit Support
Depletion Date.
CLASS 1-A3 CERTIFICATE: Any one of the Class 1-A3 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 1-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A3 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A3
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A3
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A3 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(C).
CLASS 1-A4 ACCRETION TERMINATION DATE: The earlier to occur of the
(i) the
Distribution Date following the Distribution Date on which the
aggregate
Outstanding Certificate
6
<PAGE>
Principal Balances of the Class 1-A1 and Class 1-A3 Certificates
have been
reduced to zero and (ii) the Distribution Date following the Credit
Support
Depletion Date.
CLASS 1-A4 CERTIFICATE: Any one of the Class 1-A4 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 1-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A4 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A4
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A4
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A4 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(D).
CLASS 1-A5 AND CLASS 1-A6 LOCKOUT PERCENTAGE: With respect to
any
Distribution Date, will equal the Outstanding Certificate Principal
Balance
immediately preceding such Distribution Date of the Class 1-A5 and
Class 1-A6
Certificates divided by the aggregate Outstanding Certificate
Principal Balance
of the Non-PO Class 1-A Certificates (excluding the Class A-R
Certificate), but
in no case will the Class 1-A5 and Class 1-A6 Lockout Percentage
exceed 100%.
CLASS 1-A5 AND CLASS 1-A6 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT:
With
respect to any Distribution Date, will equal the product of (1) the
Class 1-A5
and Class 1-A6 Lockout Percentage, (2) the aggregate amount of
principal to be
distributed to the Non-PO Class 1-A Certificates (after taking into
account
distributions made to the Class A-R Certificate) on such
Distribution Date
pursuant to Section 6.01 hereof and (3) the Lockout Shift
Percentage.
CLASS 1-A5 CERTIFICATE: Any one of the Class 1-A5 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 1-A5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A5 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A5
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A5
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A5 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A5 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(E).
CLASS 1-A6 CERTIFICATE: Any one of the Class 1-A6 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to
7
<PAGE>
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 1-A6 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A6 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A6 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A6
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A6
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A6 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A6 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A6 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(F).
CLASS 1-A7 AND CLASS 1-A8 LOCKOUT PERCENTAGE: With respect to
any
Distribution Date, will equal the Outstanding Certificate Principal
Balance
immediately preceding such Distribution Date of the Class 1-A7 and
Class 1-A8
Certificates divided by the aggregate Outstanding Certificate
Principal Balance
of the Class 1-A7, Class 1-A8, Class 1-A10, Class 1-A12, Class
1-A13, Class
1-A14 and Class 1-A15 Certificates, but in no case will the Class
1-A7 and Class
1-A8 Lockout Percentage exceed 100%.
CLASS 1-A7 AND CLASS 1-A8 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT:
With
respect to any Distribution Date, will equal the product of (1) the
Class 1-A7
and Class 1-A8 Lockout Percentage, (2) the aggregate amount of
principal to be
distributed to the Class 1-A7, Class 1-A8, Class 1-A10, Class
1-A12, Class
1-A13, Class 1-A14 and Class 1-A15 Certificates on such
Distribution Date
pursuant to Section 6.01 hereof and (3) the Lockout Shift
Percentage.
CLASS 1-A7 CERTIFICATE: Any one of the Class 1-A7 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 1-A7 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A7 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A7 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A7
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A7
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A7 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A7 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A7 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(G).
CLASS 1-A8 CERTIFICATE: Any one of the Class 1-A8 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 1-A8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at a per annum rate equal to 5.75% on the
Outstanding
Certificate Principal Balance of
8
<PAGE>
the Class 1-A8 Certificates minus (i) any Compensating Interest
Shortfall
allocated to the Class 1-A8 Certificates on such Distribution Date
pursuant to
Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an
Excess Loss allocated to the Class 1-A8 Certificates on such
Distribution Date
pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the
Relief Act allocated to the Class 1-A8 Certificates on such
Distribution Date
pursuant to Section 6.05(d).
CLASS 1-A8 MAXIMUM YIELD MAINTENANCE AGREEMENT AMOUNT: The
amount
described in Section 5.29(e).
CLASS 1-A8 SCHEDULED NOTIONAL AMOUNT: With respect to any
Distribution
Date set forth in Exhibit U-1 hereto, the amount set forth with
respect to such
Distribution Date in Exhibit U-1 under the heading "Notional."
CLASS 1-A8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A8 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A8 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(H).
CLASS 1-A8 YIELD MAINTENANCE AGREEMENT: The Yield Maintenance
Agreement
set forth on Exhibit U-1 hereto.
CLASS 1-A9 CERTIFICATE: Any one of the Class 1-A9 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 1-A9 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 1-A9
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 1-A9
Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 1-A9 Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 1-A9 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A9 NOTIONAL AMOUNT: With respect to any Distribution Date,
the the
product of (a) the Outstanding Certificate Principal Balance of the
Class 1-A8
Certificates for such Distribution Date and (b) a fraction the
numerator of
which is 0.25% and the denominator of which is 6.00%.
CLASS 1-A9 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A9 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A9 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(I).
CLASS 1-A10 CERTIFICATE: Any one of the Class 1-A10 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 1-A10 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A10 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A10
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A10
Certificates on such Distribution Date pursuant to
9
<PAGE>
Section 6.05(c), and (iii) any interest shortfall resulting from
the Relief Act
allocated to the Class 1-A10 Certificates on such Distribution Date
pursuant to
Section 6.05(d).
CLASS 1-A10 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A10 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A10 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(J).
CLASS 1-A11 CERTIFICATE: Any one of the Class 1-A11 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 1-A11 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the Class
1-A11 Notional
Amount minus (i) any Compensating Interest Shortfall allocated to
the Class
1-A11 Certificates on such Distribution Date pursuant to Section
6.05(b), (ii)
any Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to
the Class 1-A11 Certificates on such Distribution Date pursuant to
Section
6.05(c), and (iii) any interest shortfall resulting from the Relief
Act
allocated to the Class 1-A11 Certificates on such Distribution Date
pursuant to
Section 6.05(d).
CLASS 1-A11 NOTIONAL AMOUNT: With respect to any Distribution Date,
the
the product of (a) the Outstanding Certificate Principal Balance of
the Class
1-A10 Certificates for such Distribution Date and (b) a fraction
the numerator
of which is 0.25% and the denominator of which is 6.00%.
CLASS 1-A11 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A11 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A11 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(K).
CLASS 1-A12 CERTIFICATE: Any one of the Class 1-A12 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 1-A12 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A12 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A12
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A12
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A12 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A12 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A12 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A12 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(L).
CLASS 1-A13 CERTIFICATE: Any one of the Class 1-A13 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 1-A13 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-
10
<PAGE>
A13 Certificates minus (i) any Compensating Interest Shortfall
allocated to
the Class 1-A13 Certificates on such Distribution Date pursuant to
Section
6.05(b), (ii) any Realized Loss Interest Shortfall resulting from
an Excess Loss
allocated to the Class 1-A13 Certificates on such Distribution Date
pursuant to
Section 6.05(c), and (iii) any interest shortfall resulting from
the Relief Act
allocated to the Class 1-A13 Certificates on such Distribution Date
pursuant to
Section 6.05(d).
CLASS 1-A13 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A13 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A13 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(M).
CLASS 1-A14 CERTIFICATE: Any one of the Class 1-A14 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 1-A14 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A14 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A14
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A14
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A14 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A14 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A14 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A14 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(N).
CLASS 1-A15 CERTIFICATE: Any one of the Class 1-A15 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 1-A15 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A15 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A15
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A15
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A15 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A15 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A15 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A15 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(O).
CLASS 1-A16 CERTIFICATE: Any one of the Class 1-A16 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 1-A16 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A16 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A16
Certificates
11
<PAGE>
on such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A16
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A16 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A16 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A16 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A16 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(P).
CLASS 1-A17 CERTIFICATE: Any one of the Class 1-A17 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 1-A17 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the Class
1-A17 Notional
Amount minus (i) any Compensating Interest Shortfall allocated to
the Class
1-A17 Certificates on such Distribution Date pursuant to Section
6.05(b), (ii)
any Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to
the Class 1-A17 Certificates on such Distribution Date pursuant to
Section
6.05(c), and (iii) any interest shortfall resulting from the Relief
Act
allocated to the Class 1-A17 Certificates on such Distribution Date
pursuant to
Section 6.05(d).
CLASS 1-A17 NOTIONAL AMOUNT: With respect to any Distribution Date,
the
the sum of (i) product of (a) the Outstanding Certificate Principal
Balance of
the Class 1-A16 Certificates for such Distribution Date and (b) a
fraction the
numerator of which is 0.125% and the denominator of which is 6.00%
and (ii) the
product of (a) the Outstanding Certificate Principal Balance of the
Class 1-A21
Certificates and (b) a fraction the numerator of which is 0.50% and
the
denominator of which is 6.00%.
CLASS 1-A17 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A17 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A17 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Q).
CLASS 1-A18 CERTIFICATE: Any one of the Class 1-A18 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 1-A18 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A18 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A18
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A18
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A18 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A18 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A18 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A18 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(R).
CLASS 1-A19 CERTIFICATE: Any one of the Class 1-A19 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to
12
<PAGE>
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 1-A19 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A19 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A19
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A19
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A19 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A19 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A19 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A19 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(S).
CLASS 1-A20 CERTIFICATE: Any one of the Class 1-A20 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 1-A20 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A20 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A20
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A20
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A20 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A20 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A20 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A20 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(T).
CLASS 1-A21 CERTIFICATE: Any one of the Class 1-A21 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 1-A21 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A21 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A21
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A21
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A21 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A21 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A21 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A21 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(U).
CLASS 1-A22 CERTIFICATE: Any one of the Class 1-A22 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 1-A22 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A22 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A22
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A22
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A22 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A22 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A22 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A22 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(V).
CLASS 1-A23 CERTIFICATE: Any one of the Class 1-A23 Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to
13
<PAGE>
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 1-A23 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A23 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A23
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A23
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A23 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A23 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A23 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A23 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(W).
CLASS 1-A24 CERTIFICATE: Any one of the Class 1-A24 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 1-A24 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A24 Certificates minus
(i) any
Compensating Interest Shortfall allocated to the Class 1-A24
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the
Class 1-A24
Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii)
any interest shortfall resulting from the Relief Act allocated to
the Class
1-A24 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A24 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A24 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A24 Certificateholders
on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(X).
CLASS 1-AX CERTIFICATE: Any one of the Class 1-AX Certificates,
executed
by the Depositor and authenticated by the Trustee (or, if an
Authenticating
Agent has been appointed pursuant to
14
<PAGE>
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 1-AX INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 1-AX
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 1-AX
Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 1-AX Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 1-AX Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-AX NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the product of the aggregate Scheduled Principal
Balance of the
Non-Discount Mortgage Loans in Mortgage Group One and a fraction
the numerator
of which is the Group One Stripped Interest Rate and the
denominator of which is
6.00%.
CLASS 1-AX SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-AX Interest Accrual
Amount over the
amount actually distributed to the Class 1-AX Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Y).
CLASS 2-A CERTIFICATES: The Class 2-A1 and Class 2-AX
Certificates,
referred to collectively.
CLASS 2-A DEFICIENCY AMOUNT: As defined in Section 6.01(I)(b)(iv)
hereof.
CLASS 2-A1 CERTIFICATE: Any one of the Class 2-A1 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 2-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 2-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 2-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 2-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 2-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Z).
CLASS 2-AX CERTIFICATE: Any one of the Class 2-AX 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 2-AX INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 2-AX
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 2-AX
Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 2-AX Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall
15
<PAGE>
resulting from the Relief Act allocated to the Class 2-AX
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-AX NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the product of (a) the aggregate Scheduled
Principal Balance of
the Non-Discount Mortgage Loans in Mortgage Group Two and (b) a
fraction the
numerator of which is the Group Two Stripped Interest Rate and the
denominator
of which is 5.50%.
CLASS 2-AX SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-AX Interest Accrual
Amount over the
amount actually distributed to the Class 2-AX Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(AA).
CLASS A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A4,
Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class
1-A10, Class
1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15, Class
1-A16, Class
1-A17, Class 1-A18, Class 1-A19, Class 1-A20, Class 1-A21, Class
1-A22, Class
1-A23, Class 1-A24, Class 1-AX, Class A-P, Class A-R, Class 2-A1,
and Class 2-AX
Certificates, referred to collectively.
CLASS A PERCENTAGE: As of any Distribution Date, the fraction,
expressed
as a percentage (which shall never exceed 100%), the numerator of
which is the
Class A Principal Balance and the denominator of which is the
outstanding
Principal Balance of the Mortgage Loans as of the immediately
preceding Due
Date.
CLASS A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed (or deemed distributed) to the Class A
Certificateholders on
such preceding Distribution Date allocable to principal (including
the principal
portion of Advances of the Servicer made pursuant to Section 6.03
and Realized
Losses allocated to the Class A Certificates pursuant to Section
6.04); provided
that the Class A Principal Balance on the first Distribution Date
shall be the
Original Class A Principal Balance.
CLASS A-M CERTIFICATE: Any one of the Class A-M 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 A-M INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one (1) month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class A-M Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class A-M Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class A-M
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class A-M
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS A-M PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class
A-M Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class A-M Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class A-M Certificates pursuant to Section 6.04);
provided that
the Class A-M Principal Balance on the first Distribution Date
shall be the
Original Class A-M Principal Balance, and provided further that if
the aggregate
Outstanding Certificate Principal Balance of the Class B and Class
M-1
Certificates has been reduced to zero, as of any Distribution Date,
the Class
A-M Principal Balance will equal the excess of the
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<PAGE>
Mortgage Pool Principal Balance (together with the portion of any
Monthly
Payment due but not paid with respect to which an Advance has not
been made)
over the Class A Principal Balance.
CLASS A-M SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class A-M Interest Accrual
Amount over the
amount actually distributed to the Class A-M Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(c)(1)(A) and
6.01(I)(c)(1)(B).
CLASS A-P AMOUNT: With respect to any Distribution Date, the
applicable PO
Percentage of (i) all principal received on or in respect of each
Discount
Mortgage Loan (exclusive of any amounts in respect of any Monthly
Payment)
during the related Principal Prepayment Period and (ii) all
principal received
as part of a Monthly Payment on or in respect of a Discount
Mortgage Loan during
the related Due Period.
CLASS A-P CERTIFICATE: Any one of the Class A-P Certificates,
executed by
the Depositor and authenticated by the Trustee, senior in right of
payment to
the Class M and Class B Certificates, substantially in the form of
the Class A
Certificate set forth in Exhibit C hereto.
CLASS A-P COMPONENT ONE: The portion of the Class A-P Certificates
so
designated in Section 4.01(d).
CLASS A-P COMPONENT TWO: The portion of the Class A-P Certificates
so
designated in Section 4.01(d).
CLASS A-P SHORTFALL AMOUNT: With respect to any Distribution Date
prior to
and including the Credit Support Depletion Date, to the extent of
amounts
available to pay the Subordinated Optimal Principal Amount (without
regard to
clause (b)(2) of the definition of such term), an amount equal to
the sum of (i)
the applicable PO Percentage of the principal portion of any
Realized Loss
(other than an Excess Loss) with respect to a Discount Mortgage
Loan and (ii)
the sum of amounts, if any, by which the amounts specified in
clause (i) with
respect to each prior Distribution Date exceeded the amount
actually distributed
in respect thereof on such prior Distribution Date and not
subsequently
distributed to the Class A-P Certificateholders.
CLASS A-R CERTIFICATE: The Class A-R 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),
substantially in the form of the Class A-R Certificate set forth in
Exhibit F
hereto.
CLASS A-R INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class A-R Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class A-R Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class A-R
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class A-R
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS A-R SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class A-R Interest Accrual
Amount over the
amount actually distributed to the Class A-R Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(BB).
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class
B-4,
Class B-5 and Class B-6 Certificates, referred to collectively.
17
<PAGE>
CLASS B PERCENTAGE: As of any Distribution Date, the difference
between
100% and the sum of (i) the Class A Percentage and (ii) the Class M
Percentage
for such Distribution Date.
CLASS B PRINCIPAL BALANCE: As of any Distribution Date, the excess
of the
Mortgage Pool Principal Balance (together with the principal
portion of any
Monthly Payment due but not paid with respect to which an Advance
has not been
made) over the sum of (i) the Class A Principal Balance and (ii)
the Class M
Principal Balance.
CLASS B-1 CERTIFICATE: Any one of the Class B-1 Certificates
executed by
the Depositor and authenticated by the Trustee (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 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-1
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-1 Interest Accrual
Amount over the
amount actually distributed to the Class B-1 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(1) (A) and (B).
CLASS B-2 CERTIFICATE: Any one of the Class B-2 Certificates
executed by
the Depositor and authenticated by the Trustee (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 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-2
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-2 Interest Accrual
Amount over the
amount actually distributed to the Class B-2 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(2) (A) and (B).
CLASS B-3 CERTIFICATE: Any one of the Class B-3 Certificates
executed by
the Depositor and authenticated by the Trustee (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 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-3 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an
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<PAGE>
Excess Loss allocated to the Class B-3 Certificates on such
Distribution Date
pursuant to Section 6.05(c) and (iii) any interest shortfall
resulting from the
Relief Act allocated to the Class B-3 Certificates on such
Distribution Date
pursuant to Section 6.05(d).
CLASS B-3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-3 Interest Accrual
Amount over the
amount actually distributed to the Class B-3 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(3) (A) and (B).
CLASS B-4 CERTIFICATE: Any one of the Class B-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, Class M, Class
B-1, Class B-2
and Class B-3 Certificates, substantially in the form of the Class
B Certificate
set forth in Exhibit E hereto.
CLASS B-4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-4 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-4
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-4
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-4 Interest Accrual
Amount over the
amount actually distributed to the Class B-4 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(4) (A) and (B).
CLASS B-5 CERTIFICATE: Any one of the Class B-5 Certificates
executed by
the Depositor and authenticated by the Trustee (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, Class B-2,
Class B-3 and Class B-4 Certificates, substantially in the form of
the Class B
Certificate set forth in Exhibit E hereto.
CLASS B-5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-5 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-5
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-5
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-5 Interest Accrual
Amount over the
amount actually distributed to the Class B-5 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(5) (A) and (B).
CLASS B-6 CERTIFICATE: Any one of the Class B-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, Class M, Class
B-1, Class B-2,
Class B-3, Class B-4 and Class B-5 Certificates, substantially in
the form of
the Class B Certificate set forth in Exhibit E hereto.
CLASS B-6 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-6
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<PAGE>
Certificates minus (i) any Compensating Interest Shortfall
allocated to the
Class B-6 Certificates on such Distribution Date pursuant to
Section 6.05(b),
(ii) any Realized Loss Interest Shortfall resulting from an Excess
Loss
allocated to the Class B-6 Certificates on such Distribution Date
pursuant to
Section 6.05(c) and (iii) any interest shortfall resulting from the
Relief Act
allocated to the Class B-6 Certificates on such Distribution Date
pursuant to
Section 6.05(d).
CLASS B-6 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-6 Interest Accrual
Amount over the
amount actually distributed to the Class B-6 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(6) (A) and (B).
CLASS LT-R INTEREST: The sole residual interest in the Lower-Tier
REMIC.
CLASS M CERTIFICATES: The Class A-M and Class M-1 Certificates,
referred
to collectively.
CLASS M PERCENTAGE: As of any Distribution Date, the percentage
obtained
by dividing (i) the sum of the Class A-M Principal Balance and the
Class M-1
Principal Balance by (ii) the Mortgage Pool Principal Balance;
provided,
however, that on any Distribution Date on which the Class B
Percentage equals
0%, the Class M Percentage shall equal 100% minus the Class A
Percentage.
CLASS M PRINCIPAL BALANCE: As of any Distribution Date, the sum of
the
Class A-M Principal Balance and the Class M-1 Principal
Balance.
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 and
the Class A-M
Certificates, substantially in the form of the Class M Certificate
set forth in
Exhibit D hereto.
CLASS M-1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one (1) month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class M-1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class M-1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class M-1
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class M-1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS M-1 PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class
M-1 Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class M-1 Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class M-1 Certificates pursuant to Section 6.04);
provided that
the Class M-1 Principal Balance on the first Distribution Date
shall be the
Original Class M-1 Principal Balance, and provided further that if
the aggregate
Outstanding Certificate Principal Balance of the Class B
Certificates has been
reduced to zero, as of any Distribution Date, the Class M-1
Principal Balance
will equal the excess of the Mortgage Pool Principal Balance
(together with the
portion of any Monthly Payment due but not paid with respect to
which an Advance
has not been made) over the sum of the Class A Principal Balance
and the Class
A-M Principal Balance.
CLASS M-1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class M-1 Interest Accrual
Amount over the
amount actually distributed to the Class M-1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(c)(2)(A) and
Section
6.01(I)(c)(2)(B).
20
<PAGE>
CLASS MT-R INTEREST: The sole residual interest in the Middle-Tier
REMIC.
CLOSING DATE: April 25, 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.
COUNTERPARTY: JPMorgan Chase Bank, National Association, in its
capacity
as cap counterparty under the Yield Maintenance Agreements, and its
successors
in interest.
CREDIT SUPPORT: With respect to each Class of Subordinated
Certificates
(other than the Class B-6 Certificates), the level of credit
support supporting
such Class, expressed as a percentage of the aggregate Outstanding
Certificate
Principal Balance of all Classes of Certificates (other than the
Class A-P
Certficates). With respect to each Distribution Date, Credit
Support for each
such Class will equal in each case the percentage, rounded to two
decimal
places, obtained by dividing the aggregate Outstanding Certificate
Principal
Balances immediately prior to such Distribution Date of all Classes
of
Subordinated Certificates having higher numerical class
designations than such
Class (for this purpose, the Class M Certificates shall be deemed
to have a
lower numerical class designation than each Class of Class B
Certificates and
the Class A-M Certificates shall be deemed to have a lower
numerical class
designation than the Class M-1 Certificates) by the aggregate
Outstanding
Certificate Principal Balance of all Classes of Certificates (other
than the
Class A-P Certificates) immediately prior to such Distribution
Date.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which
the
aggregate Outstanding Certificate Principal Balance of the
Subordinated
Certificates has been or will be reduced to zero.
CUSTODIAN: JPMorgan Chase Bank, N.A., and its permitted successors
in
interest.
CUT-OFF DATE: April 1, 2007.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent
jurisdiction in a proceeding under the Bankruptcy Code, other than
such a
reduction resulting from a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
of the
related Mortgaged Property (or stock allocated to a dwelling unit,
in the case
of a Co-op Loan) by a court of
21
<PAGE>
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).
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan having a Net Mortgage
Rate less
than the applicable Remittance Rate.
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 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.
22
<PAGE>
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, A-1+ by
S&P and, if rated
by Fitch, F1+ by Fitch;
(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, P-1 by
Moody's and, if rated by Fitch, F1+ by Fitch;
(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
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.
23
<PAGE>
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 B-4, Class B-5 or Class
B-6
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 BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof,
which
exceeds the then applicable Bankruptcy Amount.
EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which
exceeds the
then applicable Fraud Loss Amount.
EXCESS LOSSES: Excess Bankruptcy Losses, Excess Fraud Losses and
Excess
Special Hazard Losses, referred to collectively.
EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or portion
thereof,
that exceeds the then applicable Special Hazard Amount.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
EXCHANGEABLE CERTIFICATES: The Certificates designated as
Exchangeable
Certificates in Section 4.01 issued or issuable pursuant to the
Trust Agreement
in exchange for the applicable Exchangeable Initial Certificates in
accordance
with the Trust Agreement.
EXCHANGEABLE INITIAL CERTIFICATES: The Class 1-A14, Class 1-A15,
Class
1-A17 and Class 1-A21 Certificates.
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.
24
<PAGE>
FINAL SCHEDULED DISTRIBUTION DATE: The Distribution Date in May
2037.
FITCH RATINGS: Fitch, Inc. or its successor in interest.
FNMA: The Federal National Mortgage Association, or any
successor
organization.
FNMA GUIDES: The FNMA Sellers' Guide and the FNMA Servicers' Guide,
and
all amendments or additions thereto.
FRAUD LOSS: Any Realized Loss or portion thereof sustained by
reason of a
default arising from fraud, dishonesty or misrepresentation in
connection with
the related Mortgage Loan, including by reason of the denial of
coverage under
any related Primary Insurance Policy.
FRAUD LOSS AMOUNT: As of any date of determination after the
Cut-off Date,
an amount (initially, $32,255,457.02) equal to (X) prior to the
third
anniversary of the Cut-off Date, (a) 1.00% of the aggregate
principal balance of
all of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date
minus (b) the aggregate amounts allocated to the Certificates with
respect to
Fraud Losses on the Mortgage Loans since the most recent
anniversary of the
Cut-off Date up to such date of determination, (Y) from the third
to (but
excluding) the fifth anniversary of the Cut-off Date, (a) 0.50% of
the aggregate
principal balance of all of the Mortgage Loans as of the most
recent anniversary
of the Cut-off Date minus (b) the aggregate amounts allocated to
the
Certificates with respect to Fraud Losses on the Mortgage Loans
since the most
recent anniversary of the Cut-off Date up to such date of
determination and (Z)
on and after the fifth anniversary of the Cut-off Date, zero.
GROUP ONE CLASS A-P AMOUNT: With respect to any Distribution Date,
the
applicable PO Percentage of (i) all principal received on or in
respect of each
Discount Mortgage Loan in Mortgage Group One (exclusive of any
amounts in
respect of any Monthly Payment) during the related Principal
Prepayment Period
and (ii) all principal received as part of a Monthly Payment on or
in respect of
a Discount Mortgage Loan in Mortgage Group One during the related
Due Period.
GROUP ONE MORTGAGE LOANS: The Mortgage Loans in Mortgage Group
One.
GROUP ONE MORTGAGE POOL PRINCIPAL BALANCE: As of any date of
determination, the aggregate of the Principal Balances of each
Outstanding
Mortgage Loan in Mortgage Group One 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.
GROUP ONE NON-PO ALLOCATED AMOUNT: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Loan in Mortgage Group One on such date of determination
by the Non-PO
Percentage with respect to such Mortgage Loan and (ii) summing the
results.
GROUP ONE REMITTANCE RATE: 6.00% per annum.
GROUP ONE STRIPPED INTEREST RATE: The excess of the weighted
average Net
Mortgage Rate of the Group One Mortgage Loans that are Non-Discount
Mortgage
Loans over the Group One Remittance Rate.
GROUP ONE SUBORDINATED AMOUNT: For any Distribution Date, the
excess of
the Group One Non-PO Allocated Amount immediately following the
preceding
Distribution Date (or as of the Cut-off Date if there is no
preceding
Distribution Date) over the aggregate Outstanding Certificate
25
<PAGE>
Principal Balance of the Class 1-A Certificates (prior to giving
effect to
distributions to be made on such Distribution Date and allocation
of losses to
be made on such Distribution Date).
GROUP TWO CLASS A-P AMOUNT: With respect to any Distribution Date,
the
applicable PO Percentage of (i) all principal received on or in
respect of each
Discount Mortgage Loan in Mortgage Group Two (exclusive of any
amounts in
respect of any Monthly Payment) during the related Principal
Prepayment Period
and (ii) all principal received as part of a Monthly Payment on or
in respect of
a Discount Mortgage Loan in Mortgage Group Two during the related
Due Period.
GROUP TWO MORTGAGE LOANS: The Mortgage Loans in Mortgage Group
Two.
GROUP TWO MORTGAGE POOL PRINCIPAL BALANCE: As of any date of
determination, the aggregate of the Principal Balances of each
Outstanding
Mortgage Loan in Mortgage Group Two 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.
GROUP TWO NON-PO ALLOCATED AMOUNT: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Loan in Mortgage Group Two on such date of determination
by the Non-PO
Percentage with respect to such Mortgage Loan and (ii) summing the
results.
GROUP TWO REMITTANCE RATE: 5.50% per annum.
GROUP TWO STRIPPED INTEREST RATE: The excess of the weighted
average Net
Mortgage Rate of the Group Two Mortgage Loans that are Non-Discount
Mortgage
Loans over the Group Two Remittance Rate.
GROUP TWO SUBORDINATED AMOUNT: For any Distribution Date, the
excess of
the Group Two Non-PO Allocated Amount immediately following the
preceding
Distribution Date (or as of the Cut-off Date, if there is no
preceding
Distribution Date) over the aggregate Outstanding Certificate
Principal Balance
of the Class 2-A Certificates (prior to giving effect to
distributions to be
made on such Distribution Date and allocation of losses to be made
on such
Distribution Date).
INDIRECT PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a
custodial
relationship with a Depository Participant, either directly or
indirectly.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any
insurance
policy covering a Mortgage Loan, net of costs of collecting such
proceeds and
net of amounts released to the Mortgagor or applied to the
restoration of the
Mortgaged Property (or in the underlying Mortgaged Property, in the
case of a
Co-op Loan).
INSURED EXPENSES: Expenses covered by any insurance policy.
INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and
any
Class of Certificates (other than the Class 1-A1, Class 1-A2 and
Class A-P
Certificates), the calendar month immediately preceding the month
in which the
related Distribution Date occurs, in each case calculated on the
basis of a
360-day year of twelve 30-day months. With respect to any
Distribution Date and
the Class 1-A1 and Class 1-A2 Certificates, the period from and
including the
25th day of the month immediately preceding the month in which such
Distribution
Date occurs (or from the Closing Date in the case of the first
Distribution
Date), to but excluding, the 25th day of the month in which such
Distribution
Date occurs, in each case calculated on the basis of a 360-day year
of twelve
30-day months.
26
<PAGE>
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
Rate on
the Class 1-A1, Class 1-A2 and Class 1-A8 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 1-A1 and Class 1-A8 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 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.
27
<PAGE>
LOCKOUT SHIFT PERCENTAGE: With respect to any Distribution Date,
the
percentage indiated below:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN LOCKOUT SHIFT PERCENTAGE
------------------------------ ------------------------
<S> <C>
May 2007 through April 2012........... 0%
May 2012 through April 2013........... 30%
May 2013 through April 2014........... 40%
May 2014 through April 2015........... 60%
May 2015 through April 2016........... 80%
May 2016 and thereafter............... 100%
</TABLE>
LONDON BUSINESS DAY: Any day on which banks are open for business
in
London and on which dealings in deposits in U.S. dollars are
transacted in the
London interbank market.
LOWER-TIER REMIC: The Lower-Tier REMIC as described in Section
2.04.
LOWER-TIER REMIC INTEREST: Any one of the Classes of Lower-Tier
REMIC
Interests described in Section 2.04.
LOWER-TIER REMIC REGULAR INTEREST: Any one of the Lower-Tier
REMIC
Interests other than the Class LT-R Interest.
LOWER-TIER REMIC SUBORDINATED BALANCE RATIO: The ratio among
the
Uncertificated Principal Balances of each of the Lower-Tier REMIC
Regular
Interests ending with the designation "A" that is equal to the
ratio among, with
respect to each such Lower-Tier REMIC Regular Interest, the excess
of (x) the
aggregate Non-PO Percentage of the Principal Balance of each of the
Mortgage
Loans in the related Mortgage Group over (y) the aggregate class
principal
amounts of the Certificate Group related to such Mortgage
Group.
MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware
corporation, or any successor in interest thereto.
MERS MORTGAGE LOAN: Any Mortgage Loan as to which the related
Mortgage, or
an Assignment of Mortgage, has been or will be recorded in the name
of MERS or
otherwise assigned to MERS, as agent for the holder from time to
time of the
Mortgage Note.
MIDDLE-TIER REMIC: The Middle-Tier REMIC as described in Section
2.04.
MIDDLE-TIER REMIC INTEREST: Any one of the Classes of Middle-Tier
REMIC
Interests described in Section 2.04.
MIDDLE-TIER REMIC REGULAR INTEREST: Any one of the Middle-Tier
REMIC
Interests other than the Class MT-R Interest.
MODIFIED MORTGAGE LOAN: Any Mortgage Loan which the Servicer has
modified
pursuant to Section 5.01.
MONTHLY PAYMENT: The minimum required monthly payment of principal
and
interest due on a Mortgage Loan as specified in the Mortgage Note
for any Due
Date (before any adjustment to such scheduled amount by reason of
any bankruptcy
or similar proceeding or any moratorium or similar waiver
28
<PAGE>
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 GROUP: Pertaining to Mortgage Group One or Mortgage Group
Two, as
the case may be.
MORTGAGE GROUP ONE: The Mortgage Loans in the Trust Fund that
are
designated in the Mortgage Loan Schedule attached hereto as Exhibit
A-1 as
comprising Mortgage Group One.
MORTGAGE GROUP ONE SUBORDINATED PERCENTAGE: As of any Distribution
Date,
the difference between 100% and the Non-PO Class 1-A
Percentage.
MORTGAGE GROUP ONE SUBORDINATED PREPAYMENT PERCENTAGE: As of
any
Distribution Date, the difference between 100% and the Non-PO Class
1-A
Prepayment Percentage.
MORTGAGE GROUP TWO: The Mortgage Loans in the Trust Fund that
are
designated in the Mortgage Loan Schedule attached herero as Exhibit
A-2 as
comprising Mortgage Group Two.
MORTGAGE GROUP TWO SUBORDINATED PERCENTAGE: As of any Distribution
Date,
the difference between 100% and the Non-PO Class 2-A
Percentage.
MORTGAGE GROUP TWO SUBORDINATED PREPAYMENT PERCENTAGE: As of
any
Distribution Date, the difference between 100% and the Non-PO Class
2-A
Prepayment Percentage.
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.
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<PAGE>
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
$1,075,181,901.
MORTGAGED PROPERTY: The property securing a Mortgage Note.
MORTGAGE RATE: With respect to each Mortgage Loan, the per annum
rate of
interest borne by the Mortgage Loan, as specified in the Mortgage
Note. The
Mortgage Rate for any Mortgage Loan shall be zero with respect to
the period
prior to the period during which interest accrues with respect to
such Mortgage
Loan's first Monthly Payment.
MORTGAGOR: The obligor on a Mortgage Note.
NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE RATE: With respect to each Mortgage Loan, a per annum
rate of
interest for the applicable period equal to the Mortgage Rate less
(i) the
Servicing Fee Rate and (ii) in the case of a substitute Mortgage
Loan, any
excess of the Mortgage Rate on the substitute Mortgage Loan over
the Mortgage
Rate on the removed Mortgage Loan.
NON-DISCOUNT MORTGAGE LOANS: Any Mortgage Loan having a Net
Mortgage Rate
in excess of the applicable Remittance Rate.
NON-MERS MORTGAGE LOAN: Any Mortgage Loan other than a MERS
Mortgage Loan.
NON-PO CLASS 1-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date, the lesser of (a) the Non-PO Class 1-A Principal
Balance and
(b) the sum of:
(i) the Non-PO Class 1-A Percentage of the applicable Non-PO
Percentage of the principal portion of all Monthly Payments,
whether or
not received, which were due during the related Due Period on Group
One
Mortgage Loans which were outstanding during such Due Period;
(ii) the Non-PO Class 1-A Prepayment Percentage of the
applicable
Non-PO Percentage of all Principal Prepayments made on any Group
One
Mortgage Loan during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Loan not described in (iv)
below, the Non-PO Class 1-A Percentage of the applicable Non-PO
Percentage
of the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were received
during
the related Principal Prepayment Period with respect to a Group
One
Mortgage Loan, net of related unreimbursed Servicing Advances and
net of
any portion thereof which, as to any such Mortgage Loan,
constitutes Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
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<PAGE>
(iv) with respect to each Group One Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the lesser of (A) the Non-PO Class 1-A Percentage of the applicable
Non-PO
Percentage of an amount equal to the Principal Balance of such
Liquidated
Mortgage Loan as of the Due Date immediately preceding the date on
which
it became a Liquidated Mortgage Loan and (B) the Non-PO Class
1-A
Prepayment Percentage of the applicable Non-PO Percentage of the
Net
Liquidation Proceeds with respect to such liquidated Mortgage Loan
(net of
any unreimbursed Advances);
(v) with respect to each Group One Mortgage Loan repurchased
during
the related Principal Prepayment Period pursuant to Section 2.02,
3.01,
5.21 or 11.01, an amount equal to the Non-PO Class 1-A
Prepayment
Percentage of the applicable Non-PO Percentage of the principal
portion of
the Purchase Price (net of amounts with respect to which a
distribution of
principal has previously been made to the Non-PO Class 1-A
Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the excess
of
the Non-PO Class 1-A Principal Balance (calculated after giving
effect to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the Group One Non-PO Allocated
Amount,
as of the preceding Distribution Date.
NON-PO CLASS 2-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date, the lesser of (a) the Non-PO Class 2-A Principal
Balance and
(b) the sum of:
(i) the Non-PO Class 2-A Percentage of the applicable Non-PO
Percentage of the principal portion of all Monthly Payments,
whether or
not received, which were due during the related Due Period on Group
Two
Mortgage Loans which were outstanding during such Due Period;
(ii) the Non-PO Class 2-A Prepayment Percentage of the
applicable
Non-PO Percentage of all Principal Prepayments made on any Group
Two
Mortgage Loan during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Loan not described in (iv)
below, the Non-PO Class 2-A Percentage of the applicable Non-PO
Percentage
of the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were received
during
the related Principal Prepayment Period with respect to a Group
Two
Mortgage Loan, net of related unreimbursed Servicing Advances and
net of
any portion thereof which, as to any such Mortgage Loan,
constitutes Late
Collections that have been the subject of an Advance on any
prior
Distribution Date;
(iv) with respect to each Group Two Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the lesser of (A) the Non-PO Class 2-A Percentage of the applicable
Non-PO
Percentage of an amount equal to the Principal Balance of such
Liquidated
Mortgage Loan as of the Due Date immediately preceding the date on
which
it became a Liquidated Mortgage Loan and (B) the Non-PO Class
2-A
Prepayment Percentage of the applicable Non-PO Percentage of the
Net
Liquidation Proceeds with respect to such liquidated Mortgage Loan
(net of
any unreimbursed Advances);
(v) with respect to each Group Two Mortgage Loan repurchased
during
the related Principal Prepayment Period pursuant to Section 2.02,
3.01,
5.21 or 11.01, an amount equal to the Non-PO Class 2-A
Prepayment
Percentage of the applicable Non-PO Percentage of the applicable
Non-PO
Percentage of the principal portion of the Purchase Price (net of
amounts
with respect to
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which a distribution of principal has previously been made to the
Non-PO
Class 2-A Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the excess
of
the Non-PO Class 2-A Principal Balance (calculated after giving
effect to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the Group Two Non-PO Allocated
Amount,
as of the preceding Distribution Date.
NON-PO CLASS 1-A PERCENTAGE : As of any Distribution Date, a
fraction,
expressed as a percentage (which shall never exceed 100%), the
numerator of
which is the Non-PO Class 1-A Principal Balance and the denominator
of which is
the Group One Non-PO Allocated Amount as of the immediately
preceding Due Date.
NON-PO CLASS 2-A PERCENTAGE : As of any Distribution Date, a
fraction,
expressed as a percentage (which shall never exceed 100%), the
numerator of
which is the Non-PO Class 2-A Principal Balance and the denominator
of which is
the Group Two Non-PO Allocated Amount of the immediately preceding
Due Date.
NON-PO CLASS 1-A PREPAYMENT PERCENTAGE: As of any Distribution Date
up to
and including the Distribution Date in April 2012, 100%; as of any
Distribution
Date in the first year thereafter, the Non-PO Class 1-A Percentage
plus 70% of
the Mortgage Group One Subordinated Percentage for such
Distribution Date; as of
any Distribution Date in the second year thereafter, the Non-PO
Class 1-A
Percentage plus 60% of the Mortgage Group One Subordinated
Percentage for such
Distribution Date; as of any Distribution Date in the third year
thereafter, the
Non-PO Class 1-A Percentage plus 40% of the Mortgage Group One
Subordinated
Percentage for such Distribution Date; as of any Distribution Date
in the fourth
year thereafter, the Non-PO Class 1-A Percentage plus 20% of the
Mortgage Group
One Subordinated Percentage for such Distribution Date; and as of
any
Distribution Date after the fourth year thereafter, the Non-PO
Class 1-A
Percentage; provided that, if the Non-PO Class 1-A Percentage as of
any such
Distribution Date is greater than the Non-PO Class 1-A Percentage
on the first
Distribution Date, the Non-PO Class 1-A Prepayment Percentage shall
be 100%; and
provided further, however, that whenever the Non-PO Class 1-A
Percentage equals
0%, the Non-PO Class 1-A Prepayment Percentage shall equal 0%; and
provided
further that no reduction of the Non-PO Class 1-A Prepayment
Percentage below
the level in effect for the most recent period shall occur with
respect to any
Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (i) the aggregate outstanding Principal Balance
of Mortgage
Loans with respect to both Mortgage Groups, each taken
individually, delinquent
60 days or more (including for this purpose any Mortgage Loans in
foreclosure
and Mortgage Loans with respect to which the related Mortgaged
Property has been
acquired by the Trust Fund) does not exceed 50% of the Mortgage
Group One
Subordinated Percentage of the Mortgage Pool Principal Balance with
respect to
Mortgage Group One as of such date and (ii) cumulative Realized
Losses with
respect to both Mortgage Groups, each taken individually, do not
exceed (a) 30%
of the related Subordinated Percentage of the Mortgage Pool
Principal Balance
with respect to the related Mortgage Group as of the date of
issuance of the
Certificates (the related "Original Subordinated Principal
Balance") if such
Distribution Date occurs between and including May 2012 and April
2013, (b) 35%
of the related Original Subordinated Principal Balance if such
Distribution Date
occurs between and including May 2013 and April 2014, (c) 40% of
the related
Original Subordinated Principal Balance if such Distribution Date
occurs between
and including May 2014 and April 2015, (d) 45% of the related
Original
Subordinated Principal Balance if such Distribution Date occurs
between and
including May 2015 and April 2016, and (e) 50% of the related
Original
Subordinated Principal Balance if such Distribution Date occurs
during or after
May 2016.
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NON-PO CLASS 2-A PREPAYMENT PERCENTAGE: As of any Distribution Date
up to
and including the Distribution Date in April 2012, 100%; as of any
Distribution
Date in the first year thereafter, the Non-PO Class 2-A Percentage
plus 70% of
the Mortgage Group Two Subordinated Percentage for such
Distribution Date; as of
any Distribution Date in the second year thereafter, the applicable
Non-PO Class
2-A Percentage plus 60% of the Mortgage Group Two Subordinated
Percentage for
such Distribution Date; as of any Distribution Date in the third
year
thereafter, the Non-PO Class 2-A Percentage plus 40% of the
Mortgage Group Two
Subordinated Percentage for such Distribution Date; as of any
Distribution Date
in the fourth year thereafter, the applicable Non-PO Class 2-A
Percentage plus
20% of the Mortgage Group Two Subordinated Percentage for such
Distribution
Date; and as of any Distribution Date after the fourth year
thereafter, the
Non-PO Class 2-A Percentage; provided that, if the Non-PO Class 2-A
Percentage
on the first Distribution Date is greater than the Non-PO Class 2-A
Percentage,
the Non-PO Class 2-A Prepayment Percentage shall be 100%; and
provided further,
however, that whenever the Non-PO Class 2-A Percentage equals 0%,
the Non-PO
Class 2-A Prepayment Percentage shall equal 0%; and provided
further that no
reduction of the Non-PO Class 2-A Prepayment Percentage below the
level in
effect for the most recent period shall occur with respect to any
Distribution
Date unless, as of the last day of the month preceding such
Distribution Date,
(i) the aggregate outstanding Principal Balance of Mortgage Loans
with respect
to both Mortgage Groups, each taken individually, delinquent 60
days or more
(including for this purpose any Mortgage Loans in foreclosure and
Mortgage Loans
with respect to which the related Mortgaged Property has been
acquired by the
Trust Fund) does not exceed 50% of the Mortgage Group Two
Subordinated
Percentage of the Mortgage Pool Principal Balance with respect to
Mortgage Group
Two as of such date and (ii) cumulative Realized Losses with
respect to both
Mortgage Groups, each taken individually, do not exceed (a) 30% of
the related
Subordinated Percentage of the Mortgage Pool Principal Balance with
respect to
the related Mortgage Group as of the date of issuance of the
Certificates (the
related "Original Subordinated Principal Balance") if such
Distribution Date
occurs between and including May 2012 and April 2013, (b) 35% of
the related
Original Subordinated Principal Balance if such Distribution Date
occurs between
and including May 2013 and April 2014, (c) 40% of the related
Original
Subordinated Principal Balance if such Distribution Date occurs
between and
including May 2014 and April 2015, (d) 45% of the related Original
Subordinated
Principal Balance if such Distribution Date occurs between and
including May
2015 and April 2016, and (e) 50% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs during or after May
2016.
NON-PO CLASS 1-A PRINCIPAL BALANCE: As of any Distribution Date,
(a) the
Non-PO Class 1-A Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Class 1-A
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Advances of the Servicer made
pursuant to
Section 6.03 and Realized Losses allocated to the Class 1-A
Certificates
pursuant to Section 6.04); provided that the Non-PO Class 1-A
Principal Balance
on the first Distribution Date shall be the Original Non-PO Class
1-A Principal
Balance.
NON-PO CLASS 2-A PRINCIPAL BALANCE: As of any Distribution Date,
(a) the
Non-PO Class 2-A Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Class 2-A
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Advances of the Servicer made
pursuant to
Section 6.03 and Realized Losses allocated to the Class 2-A
Certificates
pursuant to Section 6.04); provided that the Non-PO Class 2-A
Principal Balance
on the first Distribution Date shall be the Original Non-PO Class
2-A Principal
Balance.
NON-PO CLASS 1-A PRINCIPAL PAYMENT RULES:
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<PAGE>
(I) With respect to any Distribution Date up to and including the
Credit
Support Depletion Date, distributions to the Class 1-A
Certificateholders
pursuant to Section 6.01(b)(ii)(A) shall be made in the following
amounts and
priority:
First, to the Class A-R Certificates, until the Outstanding
Certificate
Principal Balance of such Class has been reduced to zero;
Second, to the Class 1-A5 and Class 1-A6 Certificates, pro rata,
based
upon their Outstanding Certificate Principal Balances, up to the
Class 1-A5 and
Class 1-A6 Lockout Principal Distribution Amount;
Third, concurrently:
(A) 44.6752728427%, as follows:
(a) first, to the Class 1-A7 and Class 1-A8 Certificates, pro
rata,
based upon their Outstanding Certificate Principal Balances, up to
the Class
1-A7 and Class 1-A8 Lockout Principal Distribution Amount;
(b) second, concurrently:
(1) 21.1867144983%, sequentially, as follows:
(i) first, to the Class 1-A10, until the Outstanding Certificate
Principal
Balance of such Class has been reduced to zero;
(ii) second, to the Class 1-A14 and Class 1-A20 Certificates, pro
rata,
based upon the Outstanding Certificate Principal Balance of the
Class 1-A14
Certificates and, with respect to the Class 1-A20 Certificates, the
amount that
is equal to the product of the Outstanding Certificate Principal
Balance of the
Class 1-A20 Certificates multiplied by a fraction the numerator of
which is
16,453,428 and the denominator of which is 46,014,619 (such amount,
the "Class
1-A14 and Class 1-A20 Exchangeable Amount"), until the Outstanding
Certificate
Principal Balance of the Class 1-A14 Certificates and the Class
1-A14 and Class
1-A20 Exchangeable Amount has been reduced to zero;
(iii) third, to the Class 1-A15 and Class 1-A20 Certificates, pro
rata,
based upon the Outstanding Certificate Principal Balance of the
Class 1-A15
Certificates and, with respect to the Class 1-A20 Certificates, the
amount that
is equal to the product of the Outstanding Certificate Principal
Balance of the
Class 1-A20 Certificates multiplied by a fraction the numerator of
which is
29,561,191 and the denominator of which is 46,014,619 (such amount,
the "Class
1-A15 and Class 1-A20 Exchangeable Amount"), until the Outstanding
Certificate
Principal Balance of the Class 1-A15 Certificates and the Class
1-A15 and Class
1-A20 Exchangeable Amount has been reduced to zero;
(2) 22.4981464274%, sequentially, as follows:
(i) first, to the Class 1-A12, until the Outstanding Certificate
Principal
Balance of such Class has been reduced to zero;
(ii) second, to the Class 1-A14 and Class 1-A20 Certificates, pro
rata,
based upon the Outstanding Certificate Principal Balance of the
Class 1-A14
Certificates and, with respect to the Class 1-A20 Certificates, the
Class 1-A14
and Class 1-A20 Exchangeable Amount, until the Outstanding
34
<PAGE>
Certificate Principal Balance of the Class 1-A14 Certificates and
the Class
1-A14 and Class 1-A20 Exchangeable Amount has been reduced to
zero;
(iii) third, to the Class 1-A15 and Class 1-A20 Certificates, pro
rata,
based upon the Outstanding Certificate Principal Balance of the
Class 1-A15
Certificates and, with respect to the Class 1-A20 Certificates, the
Class 1-A15
and Class 1-A20 Exchangeable Amount, until the Outstanding
Certificate Principal
Balance of the Class 1-A15 Certificates and the Class 1-A15 and
Class 1-A20
Exchangeable Amount has been reduced to zero;
(3) 56.3151390743%, sequentially, as follows:
(i) first, to the Class 1-A13, until the Outstanding Certificate
Principal
Balance of such Class has been reduced to zero;
(ii) second, to the Class 1-A15 and Class 1-A20 Certificates, pro
rata,
based upon the Outstanding Certificate Principal Balance of the
Class 1-A15
Certificates and, with respect to the Class 1-A20 Certificates, the
Class 1-A15
and Class 1-A20 Exchangeable Amount, until the Outstanding
Certificate Principal
Balance of the Class 1-A15 Certificates and the Class 1-A15 and
Class 1-A20
Exchangeable Amount has been reduced to zero;
(c) third, to the Class 1-A7 and Class 1-A8 Certificates, pro
rata,
based upon their Outstanding Certificate Principal Balances, until
the principal
balance of each such class has been reduced to zero.
(B) 55.3247271573%, as follows:
(a) first, to the Class 1-A16, Class 1-A18, Class 1-A19, Class
1-A21, Class 1-A22, Class 1-A23 and Class 1-A24 Certificates, up to
the amount
necessary to reduce the aggregate principal balance of such classes
to their
Planned Principal Balance, as follows:
(1) first, to the Class 1-A16, Class 1-A18, Class 1-A21, Class
1-A22, Class 1-A23 and Class 1-A24 Certificates, pro rata, based
upon their
Outstanding Certificate Principal Balances, until the principal
balance of each
such class has been reduced to zero;
(2) second, to the Class 1-A19 Certificates, until the
principal balance of such class has been reduced to zero;
(b) second, sequentially, to the Class 1-A1 and Class 1-A3
Certificates, in that order, up to the amount necessary to reduce
the aggregate
principal balance of such classes to their Targeted Principal
Balance;
(c) third, to the Class 1-A4 Certificates, until the principal
balance of such class has been reduced to zero;
(d) fourth, sequentially, to the Class 1-A1 and Class 1-A3
Certificates, in that order, until the principal balance of each
such class has
been reduced to zero;
(e) fifth, to the Class 1-A16, Class 1-A18, Class 1-A21, Class
1-A22, Class 1-A23 and Class 1-A24 Certificates, pro rata, based
upon their
Outstanding Certificate Principal Balances, until the principal
balance of each
such class has been reduced to zero;
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<PAGE>
(f) sixth, to the Class 1-A19 Certificates, until the principal
balance of such class has been reduced to zero;
Fourth, to the Class 1-A5 and Class 1-A6 Certificates, pro rata,
based
upon their Outstanding Certificate Principal Balances, until the
principal
balance of each such class has been reduced to zero.
(II) With respect to any Distribution Date after the Credit
Support
Depletion Date, distributions pursuant to Section 6.01(I)(b)(ii)(A)
shall be
made pro rata among the outstanding Classes of Class 1-A
Certificates in
relation to the respective Outstanding Certificate Principal
Balances of such
outstanding Classes, and not in accordance with the priority of
payments among
such Classes set forth in clause (I) above.
NON-PO CLASS 2-A PRINCIPAL PAYMENT RULES: On each Distribution
Date, the
Non-PO Class 2-A Optimal Principal Amount will be distributed to
the Class 2-A1
Certificates, until the Outstanding Certificate Principal Balance
of such Class
has been reduced to zero.
NON PO PERCENTAGE: With respect to each Mortgage Loan, the
fraction,
expressed as a percentage (but not greater than 100%), the
numerator of which
equals the applicable Net Mortgage Rate and the denominator of
which equals the
applicable Remittance Rate.
NON-PO PRINCIPAL BALANCE: In the case of a Non-Discount Mortgage
Loan, the
Scheduled Principal Balance of such Mortgage Loan and, in the case
of a Discount
Mortgage Loan, the product of (i) the Scheduled Principal Balance
of such
Mortgage Loan and (ii) the Non-PO Percentage for such 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.
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.
ORIGINAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Class
of
Certificates, the amount specified for such Class or Component in
Section
4.01(d).
ORIGINAL CLASS A PRINCIPAL BALANCE: $ 1,026,798,714.
ORIGINAL NON-PO CLASS 1-A PRINCIPAL BALANCE: $ 950,615,205.
ORIGINAL NON-PO CLASS 2-A PRINCIPAL BALANCE: $ 71,744,204.
ORIGINAL CLASS M PRINCIPAL BALANCE: $ 18,278,000.
ORIGINAL CLASS B PRINCIPAL BALANCE: $ 30,105,186.
36
<PAGE>
ORIGINAL CREDIT SUPPORT: With respect to any Class of
Subordinated
Certificates (other than the Class B-6 Certificates), the level of
Credit
Support indicated below:
<TABLE>
<S> <C>
Class A-M: 3.70%
Class M-1: 2.80%
Class B-1: 1.40%
Class B-2: 0.85%
Class B-3: 0.50%
Class B-4: 0.30%
Class B-5: 0.20%
</TABLE>
OUTSTANDING CERTIFICATE GROUP: With respect to any Distribution
Date, any
Certificate Group which has not become a Retired Certificate Group
on any prior
Distribution Date.
ORIGINAL SUBORDINATED PRINCIPAL BALANCE: With respect to any
Mortgage
Group, the related Subordinated Amount, as of the date of issuance
of the
Certificates.
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any
Class of
Certificates of Certificates or Component (other than the Class
1-A2, Class
1-A9, Class 1-A11, Class 1-A17, Class 1-AX and Class 2-AX
Certificates) and any
Distribution Date, the Original Certificate Principal Balance of
such Class or
Component minus the sum of (i) any distributions of principal made
on such Class
or Component prior to such Distribution Date and (ii) any Realized
Losses
allocated to such Class prior to such Distribution Date; plus, in
the case of
the Class 1-A3 Certificates, on each Distribution Date prior to the
Class 1-A3
Accretion Termination Date, the related amounts calculated for such
Distribution
Date pursuant to Section 6.01(I)(b)(i)(CC), and in the case of the
Class 1-A4
Certificates, on each Distribution Date prior to the Class 1-A4
Accretion
Termination Date, the related amounts calculated for such
Distribution Date
pursuant to Section 6.01(I)(b)(i)(DD); provided, however, that on
any
Distribution Date on which a Subsequent Recovery is distributed,
the Outstanding
Certificate Principal Balance of any Class of Certificates then
outstanding for
which any Realized Loss has been applied will be increased, in
order of
seniority, by an amount equal to the lesser of (i) the amount the
Class of
Certificates has been reduced by any Realized Losses which have not
been
previously offset by any Subsequent Recovery pursuant to this
proviso and (ii)
the total amount of any Subsequent Recovery distributed on such
date to
Certificateholders (as reduced (x) by increases in the Outstanding
Certificate
Principal Balance of more senior Classes of Certificates on such
Distribution
Date and (y) to reflect a proportionate amount of what would (but
for this
clause (y)) have been the increases in the Outstanding Certificate
Principal
Balance of Classes of Certificates of equal seniority on such
Distribution
Date); provided, further, however, that (I) with respect to the
Class of Class B
Certificates then outstanding having the highest numerical class
designation,
the Outstanding Certificate Principal Balance of such Class shall
equal the
excess of the Mortgage Pool Principal Balance (excluding the PO
Allocated
Amount) (together with the principal portion of any Monthly Payment
due but not
paid with respect to which an Advance has not been made) over the
sum of the
Outstanding Certificate Principal Balances of all Classes of
Certificates (other
than the Class A-P Certificates and the Class of Class B
Certificates then
outstanding having the highest numerical class designation); and
(II) during
such time as the Outstanding Certificate Principal Balance of the
Class B-1
Certificates equals zero, with respect to the Class of Class M
Certificates then
outstanding having the highest numerical class designation (for the
purposes of
this paragraph, the Class M-1 Certificates shall be deemed to have
a higher
numerical class designation than the Class A-M Certificates), the
Outstanding
Certificate Principal Balance of such Class shall equal the excess
of the
Mortgage Pool Principal Balance (excluding the PO Allocated Amount)
(together
with the
37
<PAGE>
principal portion of any Monthly Payment due but not paid with
respect to which
an Advance has not been made) over the sum of the Outstanding
Certificate
Principal Balances of all Classes of Certificates (other than the
Class A-P
Certificates and the Class of Class M Certificates then outstanding
having the
highest numerical class designation); provided, however, that the
Outstanding
Certificate Principal Balances of the Exchangeable Initial
Certificates and the
Exchangeable Certificates shall vary based upon which exchanges, if
any, have
taken place pursuant to the terms of Section 3.02 of the Trust
Agreement.
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.
OVERCOLLATERALIZED GROUP: As defined in Section
6.01(I)(b)(ix)(B).
PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section
860E(e)(6) of
the Code.
PAYING AGENT: The Person appointed by the Trustee as Paying Agent
pursuant
to Section 4.05.
PERCENTAGE INTEREST: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made hereunder,
such
percentage interest being equal, with respect to any Class, to the
percentage
obtained by dividing the Outstanding Certificate Principal Balance
(or the Class
1-A2 Notional Amount, Class 1-A9 Notional Amount, Class 1-A11
Notional Amount,
Class 1-A17 Notional Amount, Class 1-AX Notional Amount and Class
2-AX Notional
Amount in the case of the Class 1-A2, Class 1-A9, Class 1-A11,
Class 1-A17,
Class 1-AX and Class 2-AX Certificates, respectively) of such
Certificate by the
aggregate of the Outstanding Certificate Principal Balances (or the
Class 1-A2
Notional Amount, Class 1-A9 Notional Amount, Class 1-A11 Notional
Amount, Class
1-A17 Notional Amount, Class 1-AX Notional Amount and Class 2-AX
Notional Amount
in the case of the Class 1-A2, Class 1-A9, Class 1-A11, Class
1-A17, Class 1-AX
and Class 2-AX Certificates, respectively) of all the Certificates
of such Class
and with respect to all Certificates, the percentage obtained by
dividing the
Outstanding Certificate Principal Balance of such Certificate by
the aggregate
of the Outstanding Certificate Principal Balances of all the
Certificates.
PERMITTED ACTIVITIES: The primary activities of the Trust created
pursuant
to this Agreement which shall be: (i) holding Mortgage Loans
transferred from
the Depositor and other assets of the Trust Fund, including any
credit
enhancement and passive derivative financial instruments that
pertain to
beneficial interests issued or sold to parties other than the
Depositor, its
Affiliates, or its agents; (ii) issuing certificates and other
interests in the
assets of the Trust Fund; (iii) receiving collections on the
Mortgage Loans and
making payments on such certificates and interests in accordance
with the terms
of this Agreement; and (iv) engaging in other activities that are
necessary or
incidental to accomplish these limited purposes, which activities
cannot be
contrary to the status of the Trust Fund as a qualified special
purpose entity
under existing accounting literature.
PERSON: Any individual, corporation, partnership, limited
liability
company, limited liability partnership, joint venture, association,
joint-stock
company, trust, unincorporated organization or government or any
agency or
political subdivision thereof.
PLANNED PRINCIPAL BALANCE: With respect to the Class 1-A16, Class
1-A18,
Class 1-A19, Class 1-A21, Class 1-A22, Class 1-A23 and Class 1-A24
Certificates
and any Determination Date, the amount specified for such
Distribution Date on
Exhibit V hereto.
38
<PAGE>
PO ALLOCATED AMOUNT: At the time of any determination, the amount
derived
by (i) multiplying the outstanding Principal Balance of each
Mortgage Loan on
such date of determination by the PO Percentage with respect to
such Mortgage
Loan and (ii) summing the results.
PO PERCENTAGE: The PO Percentage with respect to each Mortgage Loan
as
identified on the Mortgage Loan Schedule, such percentage being
equal to the
fraction, expressed as a percentage (but not less than 0%), the
numerator of
which equals the excess of the applicable Remittance Rate over the
applicable
Net Mortgage Rate and the denominator of which equals the
applicable Remittance
Rate.
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.
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 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.
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, Moody's and Fitch 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.
39
<PAGE>
RATE ADJUSTMENT DATE: The second LIBOR Business Day prior to the
first day
of each Interest Accrual Period after the initial Interest Accrual
Period.
RATE CAP CEILING: With respect to the Class 1-A1 or Class 1-A8
Yield
Maintenance Agreement and the applicable Distribution Date, the
rate specified
in Exhibit U or Exhibit U-1, respectively, under the heading
"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 each Class of Certificates (other than
the
Class 1-A1 and Class 1-A2 Certificates), the close of business of
the last
Business Day of the month preceding the month of the related
Distribution Date.
With respect to the Class 1-A1 and Class 1-A2 Certificates, the
close of
business on the business day immediately preceding the related
Distribution
Date.
REFERENCE BANKS: Four majory banks in the London interbank market
selected
by the Counterparty.
REGULATION AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from
time to time,
and subject to such clarification and interpretation as have been
provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff
of the Commission, or as may be provided by the Commission or its
staff from
time to time.
RELEVANT MORTGAGE LOAN: The meaning specified in Section 5.01.
RELIEF ACT: The Servicemembers Civil Relief Act or the California
Military
and Veterans Code, as amended, or any other similar state or local
law.
REMIC: A "real estate mortgage investment conduit," as such term
is
defined in Section 860D of the Code. References herein to "a REMIC"
or "the
REMICs" shall mean one or all, as the context requires, of the
REMICs created
hereunder.
REMIC POOL: Each of the Lower-Tier REMIC, the Middle-Tier REMIC and
the
Upper-Tier REMIC.
40
<PAGE>
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 REPORTING AGENT: As defined in Section 7.02(b).
REMITTANCE RATE: The Group One Remittance Rate or the Group Two
Remittance
Rate, as applicable.
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.
RESERVE FUND: As defined in Section 5.29.
RESIDUAL INTEREST: The interest represented by (i) amounts, if
any,
remaining in the Collection Account following termination of the
Trust Fund
after payments to the Class A Certificateholders (other than the
Class A-R
Certificateholders), the Class M Certificateholders and the Class
B
Certificateholders and (ii) amounts paid in respect of principal
and accrued
interest on the Class A-R Certificates, other than, in the case of
both (i) and
(ii), amounts attributable to the Class LT-R Interest or the Class
MT-R
Interest.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any
senior
vice president, any vice president, any assistant vice president,
any senior
trust officer, any trust officer or any other officer of the
Trustee in its
Agency & Trust Office customarily performing functions similar
to those
performed by any of the above designated officers.
RETIRED CERTIFICATE GROUP: With respect to any Distribution Date,
any
Certificate Group with respect to which the aggregate Outstanding
Certificate
Principal Balance is reduced to zero on or before such Distribution
Date.
REUTERS PAGE LIBOR01: The display currently so designated on
Reuters Xtra
3000 Service or such other page as may replace such display on that
service for
the purpose of displaying London interbank offered rates of major
banks.
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).
SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan as
of any
Distribution Date, the unpaid principal balance of such Mortgage
Loan as
specified in the amortization schedule at the time relating thereto
(before any
adjustment to such schedule by reason of bankruptcy or similar
proceeding or any
moratorium or similar waiver or grace period) as of the Due Date in
the month
preceding the month of such Distribution Date, or as the Cut-off
Date, with
respect to the first (1st) Distribution Date, after giving effect
to any
previously applied prepayments, the payment of principal due on
such first day
of the month and any reduction of the principal balance of such
Mortgage Loan by
a bankruptcy court, irrespective of any delinquency in payment by
the related
Mortgagor.
41
<PAGE>
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.
SERVICER: Chase or any successor under this Agreement.
SERVICING ADVANCES: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by the
Servicer of its
servicing obligations and which are "unanticipated expenses"
(within the meaning
of Treasury regulations section 1.860G-1(b)(3)(ii)) including, but
not limited
to, the cost of (i) the preservation, restoration and protection of
the
Mortgaged Property (or Underlying Mortgaged Property, in the case
of a Co-op
Loan), (ii) any enforcement or judicial proceedings, including
foreclosures,
(iii) the management and liquidation of the Mortgaged Property (or
stock
allocated to a dwelling unit, in the case of a Co-op Loan) if the
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan) is
acquired in satisfaction of the Mortgage, (iv) taxes and
assessments on the
Mortgaged Properties subject to the Mortgage Loans and (v)
compliance with the
obligations under Section 5.21.
SERVICING 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).
SPECIAL HAZARD AMOUNT: Initially, $10,751,819.01. As of the
first
anniversary of the Cut-off Date, the Special Hazard Amount shall be
reduced, but
not increased, to the lesser of (i) the initial
42
<PAGE>
Special Hazard Amount less the sum of all amounts allocated to the
Subordinated
Certificates in respect of Special Hazard Losses on the Mortgage
Loans during
such year or (ii) the Adjustment Amount for such anniversary. As of
each
subsequent anniversary of the Cut-off Date, the Special Hazard
Amount shall be
reduced, but not increased, to the lesser of (i) the Special Hazard
Amount on
the immediately preceding anniversary of the Cut-off Date less the
sum of all
amounts allocated to the Subordinated Certificates in respect of
Special Hazard
Losses on the Mortgage Loans during such year and (ii) the
Adjustment Amount for
such anniversary. The "Adjustment Amount" with respect to each
anniversary of
the Cut-off Date will be equal to 1.00% multiplied by the aggregate
outstanding
Principal Balance of the Mortgage Loans.
SPECIAL HAZARD LOSS: With respect to any Mortgage Loan, any
Realized Loss
or portion thereof resulting from direct physical loss or damage to
the related
Mortgaged Property (or Underlying Mortgaged Property, in the case
of a Co-op
Loan), which is not insured against under the Standard Hazard
Policy required to
be maintained hereunder.
STANDARD HAZARD POLICY: Each standard hazard insurance policy
or
replacement therefor referred to in Section 5.16.
STARTUP DAY: The meaning specified in Section 2.04(a).
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.
SUBORDINATED CERTIFICATES: The Class M and Class B Certificates,
referred
to collectively.
SUBORDINATED OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution
Date, the lesser of (a) the aggregate Outstanding Certificate
Principal Balance
of the Subordinated Certificates (before giving effect to any
distributions of
principal on such Distribution Date) and (b) (1) the sum of: (i)
the applicable
Subordinated Percentage of the applicable Non-PO Percentage of the
principal
portion of all Monthly Payments, whether or not received, which
were due during
the related Due Period on Mortgage Loans which were outstanding
during such Due
Period; (ii) the applicable Subordinated Prepayment Percentage of
the applicable
Non-PO Percentage of all Principal Prepayments made on any Mortgage
Loan during
the related Principal Prepayment Period; (iii) with respect to each
Mortgage
Loan not described in (iv) below, the applicable Subordinated
Percentage of the
applicable Non-PO Percentage of the principal portion of all
Insurance Proceeds,
condemnation awards and any other cash proceeds from a source other
than the
applicable Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were received
during the
related Principal Prepayment Period, net of related unreimbursed
Servicing
Advances and net of any portion thereof which, as to any such
Mortgage Loan,
constitutes Late Collections that have been the subject of an
Advance on any
prior Distribution Date; (iv) with respect to each Mortgage Loan
which has
become a Liquidated Mortgage Loan during the related Principal
Prepayment
Period, an amount equal to the portion (if any) of the Net
Liquidation Proceeds
with respect to such Mortgage Loan (net of any unreimbursed
Advances) that was
not included in the Group One Class A-P Amount, the Group Two Class
A-P Amount,
the Non-PO Class 1-A Optimal Principal Amount or Non-PO Class 2-A
Optimal
Principal Amount with respect to such Distribution Date; and (v)
with respect to
each Mortgage Loan repurchased or purchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01, an amount
equal to the applicable Subordinated Prepayment Percentage of
applicable Non-PO
Percentage of the principal portion of the Purchase Price (net of
amounts with
respect to which a distribution of principal has
43
<PAGE>
previously been made to the Subordinated Certificateholders) minus
(2) the Class
A-P Shortfall Amount with respect to such Distribution Date.
SUBORDINATED PERCENTAGE: The Mortgage Group One Subordinated
Percentage or
the Mortgage Group Two Subordinated Percentage, as the case may
be.
SUBORDINATED PREPAYMENT PERCENTAGE: The Mortgage Group One
Subordinated
Prepayment Percentage or the Mortgage Group Two Subordinated
Prepayment
Percentage, as the case may be.
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.
TARGETED PRINCIPAL BALANCE: With respect to the Class 1-A1 and
Class 1-A3
Certificates and any Determination Date, the amount specified for
such Class for
such Distribution Date on Exhibit W hereto.
TRUST: The Trust created pursuant to this Agreement.
TRUST AGREEMENT: The Trust Agreement dated as of April 1, 2007,
entered
into by and among the Depositor, the Trustee, the servicer and the
Paying Agent
for the issuance of the Exchangeable Certificates and the
Exchangeable Initial
Certificates.
TRUST FUND: The corpus of the Trust consisting of (i) the Mortgage
Loans,
(ii) such assets as shall from time to time be identified as
deposited in the
Collection Account and the Certificate Account, (iii) the Trust's
rights under
the Yield Maintenance Agreements, (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 PRINCIPAL BALANCE: With respect to any Lower-Tier
REMIC
Regular Interest as of any Distribution Date, the initial principal
amount of
such regular interest, reduced by (i) all amounts distributed on
previous
Distribution Dates on such regular interest with respect to
principal and (ii)
the principal portion of all Realized Losses allocated prior to
such
Distribution Date to such regular interest, and increased with
respect to
Subsequent Recoveries as provided in Section 2.04.
44
<PAGE>
UNCERTIFICATED REMIC INTERESTS: The rights created under this
Pooling and
Servicing Agreement with respect to the Class 1-A14, Class 1-A15,
Class 1-A17
and Class 1-A21 Certificates (without giving effect to any issuance
of
Exchangeable Certificates pursuant to the terms of the Trust
Agreement), which
rights are deposited in the trust created pursuant to the Trust
Agreement.
UNDERCOLLATERALIZED POOL: As defined in Section
6.01(I)(b)(ix)(B).
UPPER-TIER REMIC: The Upper-Tier REMIC as described in Section
2.04.
UPPER-TIER REMIC REGULAR INTERESTS: (i) Each of the Classes of
Certificates (other than the Class A-R Certificate, Class 1-A1 and
Class 1-A8
Certificates, the Exchangeable Initial Certificates and the
Exchangeable
Certificates), (ii) the Uncertificated REMIC Interests and (iii)
the rights
under the Class 1-A1 and Class 1-A8 Certificates other than the
rights with
respect to Basis Risk Shortfall Carryover Amounts.
U.S. PERSON: A "United States Person" as defined in Section
7701(a)(30) of
the Code.
YIELD MAINTENANCE AGREEMENTS: The Class 1-A1 Yield Maintenance
Agreement
and the Class 1-A8 Yield Maintenance Agreement, as described in
Section 5.29 and
set forth in Exhibit U and Exhibit U-1 hereto, respectively.
YIELD MAINTENANCE AGREEMENT REMITTANCE DATE: The day that is two
New York
business days prior to each Distribution Date, provided that if
such day is not
a New York business day, such Yield Maintenance Agreement
Remittance Date shall
be the next preceding New York business day.
[END OF ARTICLE I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND
Section 2.01 Conveyance of Mortgage Loans. The Depositor,
concurrently
with the execution and delivery hereof, does hereby sell, transfer,
assign, set
over and convey to the Trustee without recourse all the right,
title and
interest of the Depositor in and to the Mortgage Loans, including
all interest
and principal received on or with respect to the Mortgage Loans on
or after the
Cut-off Date (other than Monthly Payments due on the Mortgage Loans
on or before
the Cut-off Date).
In connection with such assignment, the Depositor does hereby
deliver to,
and deposit with, the Custodian on behalf of the Trustee the
following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) With respect to each Mortgage Loan which is not a Co-op
Loan:
(A) Original Mortgage Note 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.
45
<PAGE>
(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.
(ii) With respect to each Non-MERS Mortgage Loan which is not a
Co-op Loan:
(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 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 compelte
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 deliverd 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.
(iii) With respect to each Co-op Loan:
(A) (I) The 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 loan security agreement entered into by the
Mortgagor
with respect to such Co-Op Loan.
46
<PAGE>
(C) Original Form UCC-1 and any continuation statements with
evidence of
filing thereon entered into by the Mortgagor with respect to
such
Co-Op Loan or if the original of such document has not been
returned
from the applicable public recording office, a true certified
copy
of the document sent for recording.
(D) Form UCC-3 (or copy thereof) by the applicable Mortgage Loan
Seller
or its agent assigning the security interest covered by such
Form
UCC-1 to "The Bank of New York as trustee" or to blank,
together
with all Forms UCC-3 (or copies thereof) showing a complete chain
of
assignment from the originator of the related Co-op Loan to the
Seller, with evidence of recording thereon.
(E) Stock certificate representing the stock allocated to the
related
dwelling unit in the related residential cooperative housing
corporation and pledged by the related Mortgagor to the
originator
of such Co-op Loan with a stock power in blank attached.
(F) Original proprietary lease.
(G) Original assignment of proprietary lease, to the Trustee or
to
blank, and all intervening assignments thereof.
(H) Original recognition agreement of the interests of the
mortgagee
with respect to the Co-op Loan by the residential cooperative
housing corporation, the stock of which was pledged by the
related
Mortgagor to the originator of such Co-op Loan.
(I) Originals of any assumption, consolidation or modification
agreements relating to any of the items specified in (A) through
(D)
above with respect to such Co-op Loan.
(J) Certified true copy of power of attorney sent for
recording.
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
47
<PAGE>
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 relating to such Mortgage Loan on
the records
of MERS for purposes of the system of recording transfers of
beneficial
ownership of mortgages maintained by MERS.
The ownership of each Mortgage Note, the Mortgage and the contents
of the
related Mortgage File is vested in the Trustee. Neither the
Depositor nor the
Servicer shall take any action inconsistent with such ownership and
shall not
claim any ownership interest therein. The Depositor and the
Servicer shall
respond to any third party inquiries with respect to ownership of
the Mortgage
Loans by stating that such ownership is held by the Trustee on
behalf of the
Certificateholders. Mortgage documents relating to the Mortgage
Loans not
delivered to the Trustee are and shall be held in trust by the
Servicer or any
Sub-Servicer, for the benefit of the Trustee as the owner thereof,
and the
Servicer's or such Sub-Servicer's possession of the contents of
each Mortgage
File so retained is for the sole purpose of servicing the related
Mortgage Loan,
and such retention and possession by the Servicer or such
Sub-Servicer is in a
custodial capacity only. The Depositor agrees to take no action
inconsistent
with the Trustee's ownership of the Mortgage Loans, to promptly
indicate to all
inquiring parties that the Mortgage Loans have been sold and to
claim no
ownership interest in the Mortgage Loans. Each Mortgage File and
the mortgage
documents relating to the Mortgage Loans contain proprietary
business
information of the Servicer and its customers. The Trustee and the
Depositor
agree that they will not use such information for business purposes
without the
express written consent of the Servicer and that all such
information shall be
kept strictly confidential.
It is the intention of this Agreement that the conveyance of
the
Depositor's right, title and interest in and to the Trust Fund
pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a
conveyance
of Mortgage Loans from any 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 such 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 such
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
48
<PAGE>
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 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
49
<PAGE>
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.
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 and Uncertificated REMIC
Interests 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 comprising three
REMICs (the
Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC).
This
Agreement shall be construed so as to carry out the intention of
the parties
that each REMIC created hereunder be treated as a REMIC at all
times prior to
the date on which the Trust Fund is terminated. The Closing Date is
hereby
designated as the "startup day" of each REMIC created hereunder
within the
meaning of Section 860G(a)(9) of the Code. The Lower-Tier REMIC
shall hold as
assets all property of the Trust Fund other than (i) the Lower-Tier
REMIC
Interests and the Middle-Tier REMIC Interests and (ii) the Yield
Maintenance
Agreements and the Reserve Fund. Each of the Lower-Tier REMIC
Regular Interests
is hereby designated a "regular interest" (within the meaning
of
50
<PAGE>
Section 860G(a)(1) of the Code) in the Lower-Tier REMIC. The
Middle-Tier REMIC
shall hold as assets the several classes of uncertificated
Lower-Tier REMIC
Regular Interests. Each of the Middle-Tier REMIC Regular Interests
is hereby
designated a "regular interest" (within the meaning of Section
860G(a)(1) of the
Code) in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as
assets the
several classes of uncertificated Middle-Tier REMIC Regular
Interests. Each of
the Upper-Tier REMIC Regular Interests is hereby designated as a
"regular
interest" (within the meaning of Section 860G(a)(1) of the Code) in
the
Upper-Tier REMIC. The Class LT-R Interest is hereby designated as
the sole
residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the
Lower-Tier REMIC. The Class MT-R Interest is hereby designated as
the sole
residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the
Middle-Tier REMIC. The Residual Interest is hereby designated as
the sole
residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the
Upper-Tier REMIC. The Class A-R Certificate evidences ownership of
the Class
LT-R Interest, the Class MT-R Interest and the Residual Interest.
All interests
described in this Section 2.04(a) shall be designated as such on
the Startup
Day.
51
<PAGE>
LOWER-TIER REMIC
The following table specifies the class designation, initial
principal
amount, pass-through rate and related Mortgage Group for each class
of
Lower-Tier REMIC Interest.
<TABLE>
<CAPTION>
Related Mortgage
Lower-Tier REMIC Interest Initial Principal Amount Pass-Through
Rate Group
------------------------ -----------------------
------------------- ------------------
<S> <C> <C> <C>
LT-R (1) (1) N/A
LTA-P (2) 0.00% N/A
LT1-AX (3) 6.00% N/A
LT2-AX (4) 5.50% N/A
LT1-A (5) 6.00% Mortgage Group One
LT1-B (6) 6.00% Mortgage Group One
LT2-A (7) 5.50% Mortgage Group Two
LT2-B (6) 5.50% Mortgage Group Two
</TABLE>
-------------
(1) The Class LT-R Interest shall represent the sole class of
residual
interest in the Lower-Tier REMIC. The Class LT-R Interest will not
have a
principal amount or an interest rate. The Class LT-R Interest shall
be
represented by the Class A-R Certificate.
(2) The initial principal amount of the Class LTA-P Interest shall
equal the
Original Certificate Principal Balance of the Class A-P
Certificates.
(3) The Class LT1A-X Interest is an interest only interest, has no
principal
balance, is not entitled to payments of principal and will bear
interest
on its notional amount. The notional amount of the Class LT1A-X
Interest
shall equal the Class 1-AX Notional Amount.
(4) The Class LT2A-X Interest is an interest only interest, has no
principal
balance, is not entitled to payments of principal and will bear
interest
on its notional amount. The notional amount of the Class LT2A-X
Interest
shall equal the Class 2-AX Notional Amount.
(5) The initial principal amount of the Class LT1-A Interest shall
equal 1% of
the Group One Subordinated Amount as of the first Distribution
Date.
(6) The initial principal amount of each Lower-Tier REMIC Interest
ending with
the designation "B" shall equal the excess of (i) the initial Group
One
Non-PO Allocated Amount (in the case of the Class LT1-B Interest)
or the
initial Group Two Non-PO Allocated Amount (in the case of the Class
LT2-B
Interest) over (ii) the initial principal amount of the Lower-Tier
REMIC
Interest ending with the designation "A" that is related to the
same
Mortgage Group.
(7) The initial principal amount of the Class LT2-A Interest shall
equal 1% of
the Group Two Subordinated Amount as of the first Distribution
Date.
Interest shall be payable to, and shortfalls and losses are
allocable to,
the Class LT1-AX Interest as such amounts are payable or allocable
to the Class
1-AX Certificates. Interest shall be payable to, and shortfalls and
losses are
allocable to, the Class LT2-AX Interest as such amounts are payable
or allocable
to the Class 2-AX Certificates.
Principal shall be payable to, and shortfalls, losses, prepayments
and
increases in principal amount related to Subsequent Recoveries are
allocable to,
the Class LTA-P Interest as such amounts are payable or allocable
to the Class
A-P Certificates.
After the foregoing allocations and distributions are made to the
Class
LT1-AX Interest, Class
52
<PAGE>
LT2-AX Interest and the Class LTA-P Interest, distributions shall
be deemed to
be made and Realized Losses shall be deemed to be allocated to the
other
Lower-Tier REMIC Regular Interests first, so as to keep the
Uncertificated
Principal Balance of each Lower-Tier REMIC Regular Interest ending
with the
designation "A" equal to 1% of the excess of (x) the Group One
Non-PO Allocated
Amount (in the case of the Class LT1-A Interest) or the Group Two
Non-PO
Allocated Amount (in the case of the Class LT2-A Interest) over (y)
the
aggregate class principal amounts of the Class 1-A Certificates (in
the case of
the Class LT1-A Interest) or the Class 2-A Certificates (in the
case of the
Class LT2-A Interest) (except that if 1% of any such excess is
greater than the
principal amount of the corresponding Lower-Tier REMIC Regular
Interest ending
with the designation "A", the least amount of principal and
Realized Losses
shall be distributed and allocated to such Lower-Tier REMIC Regular
Interests
such that the Lower-Tier REMIC Subordinated Balance Ratio is
maintained); and
second, any remaining principal and Realized Losses to the
Lower-Tier REMIC
Regular Interests ending with the designation "B" in such a manner
that the
remaining principal balance of each such Lower-Tier REMIC Regular
Interest
equals the excess of (x) the Group One Non-PO Allocated Amount (in
the case of
the Class LT1-B Interest) or the Group Two Non-PO Allocated Amount
(in the case
of the Class LT2-B Interest) over (y) the Uncertificated Principal
Balance of
the Lower-Tier REMIC Regular Interest ending with the designation
"A" which is
related to the same Mortgage Group. All computations with respect
to the
Lower-Tier REMIC Interests shall be taken out to eight decimal
places.
If on any Distribution Date there is an increase in the principal
amount
of any Class of Certificates (other than the Class A-P
Certificates) related to
Subsequent Recoveries, then, prior to distributions of principal
and allocations
of losses on such Distribution Date with respect to the Lower-Tier
REMIC, there
shall be a corresponding increase in the Uncertificated Principal
Balance of the
Lower-Tier REMIC Regular Interests, with such increase allocated
among the
Lower-Tier REMIC Regular Interests first, to each Lower-Tier REMIC
Regular
Interest ending with the designation "A", so that the
Uncertificated Principal
Balance of each such Lower-Tier REMIC Regular Interest continues to
equal the
same percentage of the excess of (x) the Group One Non-PO Allocated
Amount (in
the case of the Class LT1-A Interest) or the Group Two Non-PO
Allocated Amount
(in the case of the Class LT2-A Interest) over (y) the aggregate
class principal
amounts of the Class 1-A Certificates (in the case of the Class
LT1-A Interest)
or the Class 2-A Certificates (in the case of the Class LT2-A
Interest) and so
that the Lower-Tier REMIC Subordinated Balance Ratio is maintained;
and second,
any remaining increase allocated to the Lower-Tier REMIC Regular
Interests
ending with the designation "B" in such a manner that the principal
balance of
each such Lower-Tier REMIC Regular Interest equals the excess of
(x) the Group
One Non-PO Allocated Amount (in the case of the Class LT1-B
Interest) or the
Group Two Non-PO Allocated Amount (in the case of the Class LT2-B
Interest) over
(y) the Uncertificated Principal Balance of the Lower-Tier REMIC
Regular
Interest ending with the designation "A" which is related to the
same Mortgage
Group.
MIDDLE TIER REMIC
The following table specifies the class designation, interest
rate,
initial principal amount and Classes of corresponding certificates
for each
class of Middle-Tier REMIC Interest:
53
<PAGE>
<TABLE>
<CAPTION>
Pass-
Middle-Tier Through
REMIC Interest Initial Balance Rate Corresponding Certificates
---------------- --------------- -------
----------------------------
<S> <C> <C> <C>
MT-R (1) (1) N/A
MT1-A1 (2) 6.00% Class 1-A1, Class 1-A2
MT1-A3 (2) 6.00% Class 1-A3
MT1-A4 (2) 6.00% Class 1-A4
MT1-A5 (2) 6.00% Class 1-A5
MT1-A6 (2) 6.00% Class 1-A6
MT1-A7 (2) 6.00% Class 1-A7
MT1-A8 (2) 6.00% Class 1-A8, Class 1-A9
MT1-A10 (2) 6.00% Class 1-A10, Class 1-A11
MT1-A12 (2) 6.00% Class 1-A12
MT1-A13 (2) 6.00% Class 1-A13
MT1-A14 (2) 6.00% Class 1-A14
MT1-A15 (2) 6.00% Class 1-A15
MT1-A16 (2) 6.00% Class 1-A16, Class 1-A17 (6)
MT1-A19 (2) 6.00% Class 1-A19
MT1-A21 (2) 6.00% Class 1-A21, Class 1-A17 (7)
MT1-AX (3) 6.00% Class 1-AX
MTA-P (2) 0.00% Class A-P
MTA-R (2) 6.00% Class A-R
MT2-A1 (2) 5.50% Class 2-A1
MT2-AX (4) 5.50% Class 2-AX
MTA-M (2) (5) Class A-M
MTM-1 (2) (5) Class M-1
MTB-1 (2) (5) Class B-1
MTB-2 (2) (5) Class B-2
MTB-3 (2) (5) Class B-3
MTB-4 (2) (5) Class B-4
MTB-5 (2) (5) Class B-5
MTB-6 (2) (5) Class B-6
</TABLE>
---------
(1) The Class MT-R Interest shall represent the sole class of
residual
interest in the Middle-Tier REMIC. The Class MT-R Interest will not
have a
principal amount or an interest rate. The Class MT-R Interest shall
be
represented by the Class A-R Certificate.
(2) The initial principal amount of each of these interests shall
be equal to
the Original Certificate Principal Balance the Class of
corresponding
Certificates (disregarding the notional amount of any class of
"interest-only" certificates).
(3) The Class MT1-AX Interest is an interest only interest, has no
principal
balance, is not entitled to payments of principal and will bear
interest
on its notional amount. The notional amount of the Class MT1-AX
Interest
shall equal the Class 1-AX Notional Amount.
54
<PAGE>
(4) The Class MT2-AX Interest is an interest only interest, has no
principal
balance, is not entitled to payments of principal and will bear
interest
on its notional amount. The notional amount of the Class MT2-AX
Interest
shall equal the Class 2-AX Notional Amount.
(5) For any Distribution Date, the interest rate for the Class
MTA-M Interest,
Class MTM-1 Interest, Class MTB-1 Interest, Class MTB-2 Interest,
Class
MTB-3 Interest, Class MTB-4 Interest, Class MTB-5 Interest and
Class MTB-6
Interest shall be a per annum rate equal to the weighted average of
the
interest rates on the Class LT1-A Interest and the Class LT2-A
Interest
weighted on the basis of their principal amounts immediately prior
to such
Distribution Date.
(6) The Corresponding Certificates for the Class MT1-A16 Interest
shall be the
Class 1-A16 Certificates and the portion of the Class 1-A17
Certificates
corresponding to clause (i) of the definition of "Class 1-A17
Notional
Amount".
(7) The Corresponding Certificates for the Class MT1-A21 Interest
shall be the
Class 1-A21 Certificates and the portion of the Class 1-A17
Certificates
corresponding to clause (ii) of the definition of "Class 1-A17
Notional
Amount."
Principal and interest (disregarding payments in respect of Basis
Risk Shortfall
Carryover Amounts) shall be payable to, and shortfalls, losses,
prepayments and
increases in principal amount are allocable to, the Middle-Tier
REMIC Regular
Interests as such amounts are payable and allocable to the
corresponding
certificates under this Agreement (computed as if no Exchangeable
Certificates
existed and by excluding Section 6.01(I)(a)(v) hereof).
55
<PAGE>
(b) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
Regulations, the "latest possible maturity date" of each "regular
interest" in
each REMIC created hereunder is the Distribution Date immediately
following the
latest scheduled maturity of any Mortgage Loan.
(c) The "tax matters person" with respect to each REMIC created
hereunder
for purposes of the REMIC Provisions shall be the beneficial owner
of the Class
A-R Certificate having the largest Percentage Interest of such
Class; provided,
however, that such largest beneficial owner and, to the extent
relevant, each
other Holder of a Class A-R Certificate, by its acceptance thereof,
irrevocably
appoints the Servicer as its agent and attorney-in-fact to act as
"tax matters
person" with respect to each REMIC created hereunder for purposes
of the REMIC
provisions.
(d) It is intended that each REMIC created hereunder shall
constitute, and
that the affairs of the Trust Fund shall be conducted so as to
qualify each
REMIC created hereunder as, a "real estate mortgage investment
conduit" as
defined in and in accordance with the REMIC Provisions. In
furtherance of such
intention, the Servicer covenants and agrees that it shall act as
agent (and the
Servicer is hereby appointed to act as agent) on behalf of the
Trust Fund, each
REMIC created hereunder and the Holder of the Class A-R Certificate
and that in
such capacity it shall:
(i) prepare and file, or cause to be prepared and filed, in a
timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax
Return
(Form 1066) for each REMIC created hereunder and prepare and file
or cause
to be prepared and filed with the Internal Revenue Service and
applicable
state or local tax authorities income tax or information returns
for each
taxable year with respect to each REMIC created hereunder, using
the
calendar year as the taxable year and the accrual method of
accounting,
containing such information and at the times and in the manner as
may be
required by the Code or state or local tax laws, regulations, or
rules,
and shall furnish or cause to be furnished to Certificateholders
the
schedules, statements or information at such times and in such
manner as
may be required thereby;
(ii) within thirty days of the Closing Date, shall furnish or
cause
to be furnished to the Internal Revenue Service, on Form 8811 or
as
otherwise may be required by the Code, the name, title, address,
and
telephone number of the person that the Holders of the Certificates
may
contact for tax information relating thereto (and the Servicer
shall act
as the representative of the Trust Fund for this purpose), together
with
such additional information as may be required by such Form, and
shall
update such information at the time or times in the manner required
by the
Code;
(iii) make or cause to be made an election, on behalf of each
REMIC
created hereunder, to be treated as a REMIC, and make the
appropriate
designations, if applicable, in accordance with this Section 2.04
on the
federal tax return of each REMIC hereunder for its first taxable
year
(and, if necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and forwarded,
to
the Certificateholders and to the Internal Revenue Service and,
if
necessary, state tax authorities, all information returns or
reports, or
furnish or cause to be furnished by telephone, mail, publication or
other
appropriate method such information, as and when required to be
provided
to them in accordance with the REMIC Provisions, including
without
limitation, the calculation of any original issue discount;
(v) provide information necessary for the computation of tax
imposed
on the transfer of the Class A-R Certificate to a Disqualified
Organization, or an agent (including a broker,
56
<PAGE>
nominee or other middleman) of a Disqualified Organization, or
a
pass-through entity in which a Disqualified Organization is the
record
holder of an interest (the reasonable cost of computing and
furnishing
such information may be charged to the Person liable for such
tax);
(vi) ensure that federal, state or local income tax or
information
returns shall be signed by the Trustee or such other Person as may
be
required to sign such returns by the Code or state or local
laws,
regulations or rules; and
(vii) maintain such records relating to each REMIC created
hereunder
as may be required by the Code and as may be necessary to prepare
the
foregoing returns, schedules, statements or information.
(e) Pursuant to Section 6.02(b), the Servicer, with the consent of
the
Trustee, hereby appoints the Global Corporate Trust MBS Group of
The Bank of New
York Trust Company, N.A. to perform the duties enumerated in (d)
above.
(f) It is intended that the rights of each of the Class 1-A1 and
Class
1-A8 Certificates to receive payments in respect of Basis Risk
Shortfall
Carryover Amounts shall be treated as a right in interest rate cap
contracts and
such shall be accounted for as property held separate and apart
from each of the
regular interests in the Upper-Tier REMIC held by the Holders of
the Class 1-A1
and Class 1-A8 Certificates, respectively. This provision is
intended to satisfy
the requirements of Treasury Regulations Section 1.860G-2(i) for
the treatment
of property rights coupled with REMIC interests to be separately
respected and
shall be interpreted consistently with such regulation.
Section 2.05 Permitted Activities of Trust. The Trust is created
for the
object and purpose of engaging in the Permitted Activities.
Section 2.06 Qualifying Special Purpose Entity. For purposes of
SFAS 140,
the parties hereto intend that the Trust shall be treated as a
"qualifying
special purpose entity" as such term is used in SFAS 140 and any
successor rule
thereto and its power and authority as stated in Section 2.05 of
this Agreement
shall be limited in accordance with paragraph 35 thereof.
[END OF ARTICLE II]
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE SERVICER; REPURCHASE OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Depositor with
respect
to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee for
the
benefit of the Certificateholders that on or before the Closing
Date it has
entered into the Sale Agreement with the Seller, that the Seller
has made the
following representations and warranties with respect to each
Mortgage Loan in
the Sale Agreement as of the Closing Date, which representations
and warranties
run to and are for the benefit of the Depositor and the Trustee for
the benefit
of the Certificateholders, and as to which the Depositor has
assigned to the
Trustee for the benefit of the Certificateholders, pursuant to
Section 2.01
hereof, the right to cause the Seller to repurchase a Mortgage Loan
as to which
there has occurred an uncured breach of representations and
warranties in
accordance with the provisions of the Sale Agreement.
57
<PAGE>
(a) The information set forth in the Mortgage Loan Schedule is
complete,
true and correct in all material respects;
(b) With respect to a Mortgage Loan which is not a Co-op Loan,
the
Mortgage creates a first lien or a first priority ownership
interest in an
estate in fee simple in real property securing the related Mortgage
Note. With
respect to a Co-op Loan, the related Mortgage is a valid,
enforceable and
subsisting first security interest on the related cooperative
shares securing
the related Mortgage Note, subject only to (a) liens of the related
residential
cooperative housing corporation for unpaid assessments representing
the
Mortgagor's pro rata share of the related residential cooperative
housing
corporation's payments for its blanket mortgage, current and future
real
property taxes, insurance premiums, maintenance fees and other
assessments to
which like collateral is commonly subject and (b) other matters to
which like
collateral is commonly subject which do not materially interfere
with the
benefits of the security intended to be provided by the related
security
agreement. There are no liens against or security interest in the
cooperative
shares relating to each Co-op Loan (except for unpaid maintenance,
assessments
and other amounts owed to the related cooperative which
individually or in the
aggregate will not have a material adverse effect on such Co-op
Loan), which
have priority over the Trustee's security interest in such
cooperative shares;
(c) All payments due prior to the Cut-off Date for such Mortgage
Loan have
been made as of the Closing Date, the Mortgage Loan is not
delinquent in payment
more than 30 days and has not been dishonored; to the best of the
Seller's
knowledge, there are no material defaults under the terms of the
Mortgage Loan;
the Seller has not advanced funds, or induced, solicited or
knowingly received
any advance of funds from a party other than the owner of the
Mortgaged Property
subject to the Mortgage (or, with respect to a Co-op Loan, the
related
Mortgagor), directly or indirectly, for the payment of any amount
required by
the Mortgage Loan; there has been no more than one delinquency in
excess of 30
days during the preceding twelve-month period;
(d) To the best of the Seller's knowledge, all taxes,
governmental
assessments, insurance premiums, water, sewer and municipal
charges, leasehold
payments or ground rents which previously became due and owing have
been paid,
or escrow funds have been established in an amount sufficient to
pay for every
such escrowed item which remains unpaid and which has been assessed
but is not
yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not
been
impaired, waived, altered or modified in any respect, except by
written
instruments. No Mortgagor has been released, in whole or in part,
from the terms
thereof except in connection with an assumption agreement and which
assumption
agreement is part of the Mortgage File and the terms of which are
reflected in
the Mortgage Loan Schedule;
(f)The Mortgage Note and the Mortgage are not subject to any right
of
rescission, set-off, counterclaim or defense, including, without
limitation, the
defense of usury, nor will the operation of any of the terms of the
Mortgage
Note or Mortgage, or the exercise of any right thereunder, render
the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject to
any right of
rescission, set-off, counterclaim or defense, including the defense
of usury,
and no such right of rescission, set-off, counterclaim or defense
has been
asserted with respect thereto, and the Mortgagor was not a debtor
in any state
or federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was
originated;
(g) With respect to a Mortgage Loan which is not a Co-op Loan,
all
buildings or other customarily insured improvements upon the
Mortgaged Property
are insured by an insurer acceptable under the FNMA Guides against
loss by fire,
hazards of extended coverage and such other hazards as are provided
for in the
FNMA Guides or by FHLMC. All such standard hazard policies are in
full force and
58
<PAGE>
effect and on the date of origination contained a standard
mortgagee clause
naming the Seller and its successors in interest and assigns as
loss payee and
such clause is still in effect and all premiums due thereon have
been paid. If
required by the Flood Disaster Protection Act of 1973, as amended,
the Mortgaged
Property is covered by a flood insurance policy meeting the
requirements of the
current guidelines of the Federal Insurance Administration which
policy conforms
to FNMA and FHLMC requirements. The Mortgage obligates the
Mortgagor thereunder
to maintain all such insurance at the Mortgagor's cost and expense,
and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage
to maintain
such insurance at the Mortgagor's cost and expense and to seek
reimbursement
therefor from the Mortgagor;
(h) Any and all requirements of any federal, state or local laws
and all
applicable predatory and abusive lending laws, including, without
limitation,
usury, truth-in-lending, real estate settlement procedures,
consumer credit
protection, equal credit opportunity or disclosure laws applicable
to the
Mortgage Loan have been complied with in all material respects;
(i) The Mortgage has not been satisfied, canceled or subordinated,
in
whole or in part, or rescinded, and the Mortgaged Property has not
been released
from the lien of the Mortgage, in whole or in part nor has any
instrument been
executed that would effect any such release, cancellation,
subordination or
rescission;
(j) With respect to a Mortgage Loan which is not a Co-op Loan,
the
Mortgage is a valid, subsisting, enforceable and perfected first
lien on the
Mortgaged Property, including, all buildings on the Mortgaged
Property. The
Mortgage and the Mortgage Note do not contain any evidence of any
security
interest or other interest or right thereto. Such lien is free and
clear of all
adverse claims, liens and encumbrances having priority over the
first lien of
the Mortgage subject only to (1) the lien of non-delinquent current
real
property taxes and assessments not yet due and payable, (2)
covenants,
conditions and restrictions, rights of way, easements and other
matters of the
public record as of the date of recording which are acceptable to
mortgage
lending institutions generally and either (A) which are referred to
or otherwise
considered in the appraisal made for the originator of the Mortgage
Loan, or (B)
which do not adversely affect the Appraised Value of the Mortgaged
Property as
set forth in such appraisal, and (3) other matters to which like
properties are
commonly subject which do not materially interfere with the
benefits of the
security intended to be provided by the Mortgage or the use,
enjoyment, value or
marketability of the related Mortgaged Property. Any security
agreement, chattel
mortgage or equivalent document related to and delivered in
connection with the
Mortgage Loan establishes and creates a valid, subsisting,
enforceable and
perfected first lien and first priority security interest on the
property
described therein, and the Depositor has the full right to sell and
assign the
same to the Trustee for the benefit of the Certificateholders;
(k) The Mortgage Note and the related Mortgage are original and
genuine
and each is the legal, valid and binding obligation of the maker
thereof,
enforceable in all respects in accordance with its terms subject to
bankruptcy,
insolvency and other laws of general application affecting the
rights of
creditors and the Depositor has taken all action necessary to
transfer such
rights of enforceability to the Trustee for the benefit of the
Certificateholders. All parties to the Mortgage Note and the
Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and
deliver the
Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage
have been
duly and property executed by such parties. The proceeds of the
Mortgage Loan
have been fully disbursed and there is no requirement for future
advances
thereunder, and any and all requirements as to completion of any
on-site or
off-site improvements and as to disbursements of any escrow funds
therefor have
been complied with;
(l) The Seller is the sole owner and holder of the Mortgage Loan
and the
indebtedness evidenced by the Mortgage Note, except for the
Assignments of
Mortgage which have been sent for
59
<PAGE>
recording, and upon recordation the Seller will be the owner of
record of the
Mortgage and the indebtedness evidenced by the Mortgage Note, and
upon the sale
of the Mortgage Loan to the Trust for the benefit of the
Certificateholders, the
Seller will retain the Mortgage File or any part thereof with
respect thereto
not delivered to the Trust for the benefit of the
Certificateholders or its
designee in trust only for the purpose of servicing and supervising
the
servicing of the Mortgage Loan. Immediately prior to the transfer
and assignment
to the Trust for the benefit of the Certificateholders, the
Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to
an assignment
or pledge, and the Depositor had good and marketable title to and
was the sole
owner thereof and had full right to transfer and sell the Mortgage
Loan to the
Trustee for the benefit of the Certificateholders free and clear of
any
encumbrance, equity, lien, pledge, charge, claim or security
interest and has
the full right and authority subject to no interest or
participation of, or
agreement with, any other party, to sell and assign the Mortgage
Loan pursuant
to this Agreement and following the sale of the Mortgage Loan, the
Trustee for
the benefit of the Certificateholders will own such Mortgage Loan
free and clear
of any encumbrance, equity, participation interest, lien, pledge,
charge, claim
or security interest;
(m) With respect to a Mortgage Loan which is not a Co-op Loan,
the
Mortgage Loan is covered by an ALTA lender's title insurance policy
or other
generally acceptable form of policy or insurance acceptable to FNMA
or FHLMC,
issued by a title insurer acceptable to FNMA or FHLMC and qualified
to do
business in the jurisdiction where the Mortgaged Property is
located, insuring
(subject to the exceptions contained in (j) (1), (2) and (3) above)
the Seller,
its successors and assigns, as to the first priority lien of the
Mortgage in the
original principal amount of the Mortgage Loan. Such lender's title
insurance
policy insures ingress and egress by or upon the Mortgaged Property
or any
interest therein. Where required by state law or regulation, the
Mortgagor has
been given the opportunity to choose the carrier of the required
mortgage title
insurance. The Seller, its successors and assigns, are the sole
insureds of such
lender's title insurance policy, and such lender's title insurance
policy is in
full force and effect and will be in full force and effect upon the
consummation
of the transactions contemplated by this Agreement. No claims have
been made
under such lender's title insurance policy, and no prior holder of
the related
Mortgage, including the Seller, has done, by act or omission,
anything which
would impair the coverage of such lender's title insurance
policy;
(n) There is no default, breach, violation or event of
acceleration
existent, under the Mortgage or the related Mortgage Note and no
event which,
with the passage of time or with notice and the expiration of any
grace or cure
period, would constitute a default, breach, violation or event
permitting
acceleration; and neither the Seller nor any prior mortgagee has
waived any
default, breach, violation or event permitting acceleration;
(o) There are no mechanics', or similar liens or claims which have
been
filed for work, labor or material (and no rights are outstanding
that under law
could give rise to such liens) affecting the related Mortgaged
Property (or the
related residential dwelling unit in the Underlying Mortgage
Property, in the
case of a Co-op Loan) which are or may be liens prior to or equal
to the lien of
the related Mortgage;
(p) With respect to a Mortgage Loan which is not a Co-op Loan,
all
improvements subject to the Mortgage which were considered in
determining the
Appraised Value of the Mortgaged Property lie wholly within the
boundaries and
building restriction lines of the Mortgaged Property (and wholly
within the
project with respect to a condominium unit) and no improvements on
adjoining
properties encroach upon the Mortgaged Property except those which
are insured
against by the title insurance policy referred to in clause (m)
above and all
improvements on the property comply with all applicable zoning and
subdivision
laws and ordinances; the Mortgaged Property is lawfully occupied
under
applicable law;
(q) The Mortgage Loan complies in all material respects with all
the
terms, conditions and requirements of the Seller's underwriting
standards in
effect at the time of origination of such Mortgage
60
<PAGE>
Loan. The Mortgage Notes and Mortgages (exclusive of any riders)
are on forms
generally acceptable to FNMA or FHLMC. Monthly Payments under the
Mortgage Note
are due and payable on the first day of each month. The Mortgage
contains the
usual and enforceable provisions of the originator at the time of
origination
for the acceleration of the payment of the unpaid principal amount
of the
Mortgage Loan if the related Mortgaged Property is sold without the
prior
consent of the mortgagee thereunder;
(r) The Mortgaged Property (or Underlying Mortgaged Property, in
the case
of a Co-op Loan), is not subject to any material damage by waste,
fire,
earthquake, windstorm, flood or other casualty. To the best of the
Seller's
knowledge, at origination of the Mortgage Loan there was, and there
currently
is, no proceeding pending for the total or partial condemnation of
the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan);
(s) The related Mortgage contains customary and enforceable
provisions
such as to render the rights and remedies of the holder thereof
adequate for the
realization against the Mortgaged Property of the benefits of the
security
provided thereby, including, (l) in the case of a Mortgage
designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is
no homestead or other exemption available to the Mortgagor which
would interfere
with the right to sell the Mortgaged Property at a trustee's sale
or the right
to foreclose the Mortgage subject to applicable federal and state
laws and
judicial precedent with respect to bankruptcy and right of
redemption or similar
law;
(t) If the Mortgage constitutes a deed of trust, a trustee,
authorized and
duly qualified if required under applicable law to act as such, has
been
properly designated and currently so serves and is named in the
Mortgage, and no
fees or expenses, except as may be required by local law, are or
will become
payable by the Purchaser to the trustee under the deed of trust,
except in
connection with a trustee's sale or attempted sale after default by
the
Mortgagor;
(u) The Mortgage File contains an appraisal or a recertification
document
(in the case of a Mortgage Loan originated under CHF's Streamlined
Refinance
Program) of the related Mortgaged Property (or the related
residential dwelling
unit in the Underlying Mortgaged Property, in the case of a Co-op
Loan), signed
prior to the final approval of the mortgage loan application by an
appraiser
approved by the Seller who had no interest, direct or indirect, in
the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), or in
any loan made on the security thereof, and whose compensation is
not affected by
the approval or disapproval of the Mortgage Loan. The appraisal is
in a form
acceptable to FNMA or FHLMC;
(v) All parties which have had any interest in the Mortgage,
whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which
they held and disposed of such interest, were) (A) in substantial
compliance
with any and all applicable licensing requirements of the laws of
the state
wherein the Mortgaged Property (or Underlying Mortgaged Property,
in the case of
a Co-op Loan), is located, and (B) (1) organized under the laws of
such state,
or (2) qualified to do business in such state, or (3) federal
savings and loan
associations or national banks or a Federal Home Loan Bank or
savings bank
having principal offices in such state, or (4) not doing business
in such state;
(w) The related Mortgage Note is not and has not been secured by
any
collateral except the lien of the corresponding Mortgage and the
security
interest of any applicable security interest of any applicable
agreement or
chattel mortgage referred to above and such collateral does not
serve as
security for any other obligation;
(x) The Mortgagor has received all disclosure materials required
by
applicable law with respect to the making of such mortgage
loans;
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(y) The Mortgage Loan does not contain "graduated payment"
features;
(z) The Mortgagor is not in bankruptcy and, to the best of the
Seller's
knowledge, the Mortgagor is not insolvent;
(aa) The Mortgage Loans are fixed rate mortgage loans. Each
Mortgage Loan
has an original term to maturity of not more than thirty (30) years
with
interest payable in arrears on the first day of each month. No
Mortgage Loan
contains terms or provisions which would result in negative
amortization;
(bb) Each Mortgage Note, each Mortgage, each Assignment of Mortgage
and
any other documents required pursuant to this Agreement to be
delivered to the
Trustee on behalf of the Certificateholders or its designee, or its
assignee for
each Mortgage Loan, have been, on or before the Closing Date,
delivered to the
Trustee on behalf of the Certificateholders or its designee, or its
assignee;
(cc) All escrow payments have been collected in full compliance
with state
and federal law and the provisions of the related Mortgage Note and
Mortgage. As
to any Mortgage Loan that is the subject of an escrow, escrow of
funds is not
prohibited by applicable law and has been established in an amount
sufficient to
pay for every escrowed item that remains unpaid and has been
assessed but is not
yet due and payable. No escrow deposits or other charges or
payments due under
the Mortgage Note have been capitalized under any Mortgage or the
related
Mortgage Note. Any interest required to be paid pursuant to state,
federal and
local law has been properly paid and credited;
(dd) [Reserved];
(ee) In the event that at origination the Mortgage Loan has a
Loan-to-Value Ratio greater than 80%, the excess of the principal
balance of the
Mortgage Loan over 75% of the Appraised Value of the Mortgaged
Property, with
respect to a refinanced Mortgage Loan, or the lesser of the
Appraised Value or
the purchase price of the Mortgaged Property (or Underlying
Mortgaged Property,
in the case of a Co-op Loan), with respect to a purchase money
Mortgage Loan, is
and will be insured as to payment defaults by a Primary Insurance
Policy issued
by a Qualified Insurer, except where the primary mortgage insurance
was (i)
impermissible at origination at applicable law, in which case such
Mortgage Loan
was originated in accordance with applicable law, (ii) cancelled at
the request
of the Mortgagor pursuant to the cancellation requirements of FNMA,
FHLMC, state
law or, as applicable the Home Owner and Equity Protection Act of
1994, as
amended, or (iii) automatically terminated in accordance with the
termination
requirements of FNMA, FHLMC, state law or, as applicable the Home
Owner and
Equity Protection Act of 1994, as amended. All provisions of such
Primary
Insurance Policy have been and are being complied with, such policy
is in full
force and effect, and all premiums due thereunder have been paid.
No action,
inaction, or event has occurred and no state of facts exists that
has, or will
result in the exclusion from, denial of, or defense to coverage.
Any Mortgage
Loan subject to a Primary Insurance Policy obligates the Mortgagor
thereunder to
maintain the Primary Insurance Policy and to pay all premiums and
charges in
connection therewith. The Mortgage Rate for the Mortgage Loan as
set forth on
the Mortgage Loan Schedule is net of any such insurance
premium;
(ff) The Assignment of Mortgage is in recordable form and is
acceptable
for recording (or, in the case of a Co-op Loan, is in a form
acceptable for
filing) under the laws of the jurisdiction in which the Mortgaged
Property (or
underlying Mortgaged Property, in the case of a Co-op Loan) is
located;
(gg) As to Mortgage Loans that are not secured by an interest in
a
leasehold estate, the Mortgaged Property (or Underlying Mortgaged
Property, in
the case of a Co-op Loan), is located in the state identified in
the Mortgage
Loan Schedule and consists of a single parcel of real property with
a detached
single family residence erected thereon, or a two-to four-family
dwelling, or an
individual
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condominium unit in a condominium project, or a dwelling unit in a
residential
cooperative housing corporation or an individual unit in an
attached planned
unit development or a detached planned unit development, provided,
however, that
no residence or dwelling is a single parcel of real property with a
mobile home
thereon. As of the date of origination, no portion of the Mortgaged
Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan), was
used for
commercial purposes, and since the date of origination, to the best
of the
Seller's knowledge, no portion of the Mortgaged Property (or
Underlying
Mortgaged Property, in the case of a Co-op Loan), is used for
commercial
purposes;
(hh) If the Mortgaged Property is a condominium unit or a planned
unit
development (other than a de minimis planned unit development), as
of the date
of origination of the related Mortgage Loan, such condominium or
planned unit
development project met the Seller's eligibility requirements, as
set forth in
the Seller's underwriting guidelines as of such date; in the case
of each Co-op
Loan, the related residential cooperative housing corporation
complied in all
material respects with the Seller's requirements as set forth in
the Seller's
underwriting guidelines as of such date;
(ii) To the best of the Seller's knowledge, there is no pending
action or
proceeding directly involving the Mortgaged Property (or Underlying
Mortgaged
Property, in the case of a Co-op Loan), in which compliance with
any
environmental law, rule or regulation is an issue;
(jj) As of the Cut-off Date, the Seller has not granted any
interest rate
relief to the Mortgagor under the Relief Act;
(kk) No Mortgage Loan was made in connection with the construction
or
rehabilitation of a Mortgaged Property (or Underlying Mortgaged
Property, in the
case of a Co-op Loan), or facilitating the trade-in or exchange of
a Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan);
(ll) No action has been taken or failed to be taken by Depositor,
on or
prior to the Closing Date, which has resulted or will result in an
exclusion
from, denial of, or defense to coverage under any Primary Insurance
Policy
(including, without limitation, any exclusions, denials or defenses
which would
limit or reduce the availability of the timely payment of the full
amount of the
loss otherwise due thereunder to the insured) whether arising out
of actions,
representations, errors, omissions, negligence, or fraud of the
Depositor, or
for any other reason under such coverage;
(mm) The Mortgage Loan was originated by a mortgagee approved by
the
Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of
the National Housing Act, as amended, a savings and loan
association, a savings
bank, a commercial bank, credit union, insurance company or similar
institution
which is supervised and examined by a federal or state
authority;
(nn) Principal payments on the Mortgage Loan commenced no more than
sixty
(60) days after funds were disbursed in connection with the
Mortgage Loan. The
Mortgage Note is payable on the first day of each month in equal
monthly
installments of principal and interest, with interest calculated
and payable in
arrears, sufficient to amortize the Mortgage Loan fully by the
stated maturity
date, over an original term of not more than thirty years from
commencement of
amortization;
(oo) As of the Closing Date, the Mortgage Loan is a "qualified
mortgage"
within the meaning of Section 860G(a)(3) of the Code (without
regard to Treasury
Regulations Section 1.860G-2(f) or any similar rule that provides
that a
defective obligation is a qualified mortgage for a temporary
period);
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<PAGE>
(pp) With respect to a Mortgage Loan that is a Co-op Loan, the
stock that
is pledged as security for the Mortgage Loan is held by a Person as
a
tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative
housing corporation (as defined in Section 216 of the Code);
(qq) As of the Closing Date, the Mortgage Loan is not the subject
of
pending or final foreclosure proceedings and the Seller would not,
based on the
delinquency status of the Mortgage Loan, institute foreclosure
proceedings with
respect to the Mortgage Loan prior to the next scheduled payment
for the
Mortgage Loan;
(rr) As of the Closing Date, the Mortgage Loan does not provide
for
interest other than at either (i) a single fixed rate in effect
throughout the
term of the Mortgage Loan or (ii) a "variable rate" (within the
meaning of
Treasury Regulation Section 1.860G-1(a)(3)) in effect throughout
the term of the
Mortgage Loan;
(ss) No Mortgage Loan is a "covered loan" within the meaning of
the
Georgia Fair Lending Act of 2002, as amended;
(tt) None of the Mortgage Loans are (a) covered by the Home
Ownership and
Equity Protection Act of 1994 or (b) classified as a "high cost"
loan or
similarly classified using different terminology under any federal,
state or
local law imposing heightened regulatory scrutiny or additional
legal liability
for residential mortgage loans having high interest rates, points
and/or fees
such as predatory lending laws; None of the Mortgage Loans are
"high cost" loans
as defined by the applicable federal, state or local predatory and
abusive
lending laws nor is any Mortgage Loan a "High Cost Loan" or
"Covered Loan," as
applicable (as such terms are defined in the current Standard &
Poor's LEVELS(R)
Glossary which is now version 5.6 revised, appendix E) and no
Mortgage Loan
originated on or after October 1, 2002 through March 6, 2003 is
governed by the
Georgia Fair Lending Act of 2002, as amended; and
(uu) As to each Mortgage Loan that is secured by an interest in
a
leasehold estate, (i) the use of a leasehold estate for residential
properties
is an accepted practice in the area where the related Mortgaged
Property is
located, (ii) residential property consisting of leasehold estates
is marketable
in the area where the related Mortgaged Property is located, (iii)
the related
lease has been recorded in the applicable land records, (iv) the
lease is valid
and in good standing and is not subject to any prior lien by which
the lease
could be terminated or subject to any charge or penalty, and (v)
the remaining
term of the lease does not terminate less than five years after the
maturity
date of such Mortgage Loan.
Upon discovery by any of the Depositor, the Servicer or the Trustee
of a
breach of any of the foregoing representations and warranties which
materially
and adversely affects the value of a Mortgage Loan or the interest
of the
Certificateholders (or which materially and adversely affects the
interests of
the Certificateholders in the related Mortgage Loan in the case of
a
representation and warranty relating to a particular Mortgage
Loan), the party
discovering such breach shall give prompt written notice to the
other parties
and to the Seller, which notice shall specify the date of
discovery. Pursuant to
the Sale Agreement, the Seller shall within 90 days from the
earlier of (i) the
date of receipt of notice of such breach or (ii) the date the
Seller otherwise
discovers such breach, cure such breach, substitute a Mortgage Loan
pursuant to
the provisions of Section 3.03 or, if the breach relates to a
particular
Mortgage Loan, purchase such Mortgage Loan from the Trustee at the
Purchase
Price. The Purchase Price for the purchased Mortgage Loan shall be
paid to the
Servicer and shall be 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 as may be
provided to it
by the Servicer, without recourse, as shall be necessary to vest in
the Seller
or its
64
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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 cure,
substitute or purchase any Mortgage Loan as to which such a breach
has occurred
shall constitute the sole remedy respecting such breach available
to
Certificateholders or the Trustee on behalf of
Certificateholder.
Section 3.02 Representations and Warranties of the Servicer. The
Servicer
represents and warrants to, and covenants with, the Trustee for the
benefit of
the Certificateholders that as of the Closing Date:
(a) The Servicer is a limited liability company duly chartered and
validly
existing in good standing under the laws of the State of Delaware,
and the
Servicer is duly qualified or registered as a foreign corporation
in good
standing in each jurisdiction in which the ownership or lease or
its properties
or the conduct of its business requires such qualification;
(b) The execution and delivery of this Agreement by the Servicer
and its
performance and compliance with the terms of this Agreement will
not violate the
Servicer's certificate of formation or by-laws or constitute a
default (or an
event which, with notice or lapse of time, or both, would
constitute a default)
under, or result in the breach of, any material contract, agreement
or other
instrument to which the Servicer is a party or which may be
applicable to the
Servicer or any of its assets;
(c) This Agreement, assuming due authorization, execution and
delivery by
the Trustee and the Depositor, constitutes a valid, legal and
binding obligation
of the Servicer, enforceable against it in accordance with the
terms hereof
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and
other laws affecting the enforcement of creditors' rights generally
and to
general principles of equity, regardless of whether such
enforcement is
considered in a proceeding in equity or at law;
(d) The Servicer is not in default with respect to any order or
decree of
any court or any order, regulation or demand of any federal, state,
municipal or
governmental agency, which default might have consequences that
would materially
and adversely affect the condition (financial or other) or
operations of the
Servicer or its properties or might have consequences that would
affect its
performance hereunder; and
(e) No litigation is pending or, to the best of the Servicer's
knowledge,
threatened against the Servicer which would prohibit its entering
into this
Agreement or performing its obligations under this Agreement. It is
understood
and agreed that the representations and warranties set forth in
this Section
3.02 shall survive the issuance and delivery of the Certificates
and shall be
continuing as long as any Certificate shall be outstanding or this
Agreement has
been terminated.
Section 3.03 Option to Substitute. If the Seller is required to
repurchase
any Mortgage Loan pursuant to Section 2.02 or 3.01, the Seller may,
at its
option, within two years from the Closing Date, remove such
defective Mortgage
Loan from the terms of this Agreement and substitute another
mortgage loan for
such defective Mortgage Loan, in lieu of repurchasing such
defective Mortgage
Loan. Any substitute Mortgage Loan shall (a) have a Principal
Balance at the
time of substitution not in excess of the Principal Balance of the
removed
Mortgage Loan (the amount of any difference, plus one month's
interest thereon
at the Mortgage Rate borne by the removed Mortgage Loan, being paid
by the
Seller and deemed to be a Principal Prepayment to be deposited by
the Servicer
in the Collection Account), (b) have a Mortgage Rate not less than,
and not more
than one percentage point greater than, the Mortgage Rate of the
removed
Mortgage Loan (provided, however, that if the Mortgage Rate on the
substitute
Mortgage Loan exceeds the Mortgage Rate on the removed Mortgage
Loan, the amount
of that excess interest (the
65
<PAGE>
"Substitute Excess Interest") shall be payable to the Class A-R
Certificate),
(c) have a remaining term to stated maturity not later than, and
not more than
one year less than, the remaining term to stated maturity of the
removed
Mortgage Loan, (d) be, in the reasonable determination of the
Servicer, of the
same type, quality and character (including location of the
Mortgaged Property
(or underlying Mortgaged Property, in the case of a Co-op Loan)) as
the removed
Mortgage Loan as if the breach had not occurred, (e) have a
Loan-to-Value Ratio
at origination no greater than that of the removed Mortgage Loan
and (f) be, in
the reasonable determination of the Seller, in material compliance
with the
representations and warranties contained in the Sale Agreement and
described in
Section 3.01, as of the date of substitution.
The Seller shall amend the Mortgage Loan Schedule to reflect
the
withdrawal of the removed Mortgage Loan from this Agreement and the
substitution
of such substitute Mortgage Loan therefor and shall send a copy of
such amended
Mortgage Loan Schedule to the Servicer and the Trustee. The Sale
Agreement
provides that upon such amendment the Seller shall be deemed to
have made as to
such substitute Mortgage Loan the representations and warranties
set forth in
Section 3.01 as of the date of such substitution, which shall be
continuing as
long as any Certificate shall be outstanding or this Agreement has
not been
terminated, and the remedies for breach of any such representation
or warranty
shall be as set forth in Section 3.01. Upon such amendment, the
Custodian on
behalf of the Trustee shall review the Mortgage File delivered to
it relating to
the substitute Mortgage Loan, within the time and in the manner and
with the
remedies specified in Section 2.02, except that for purposes of
this Section
3.03 (other than the two-year period specified in the first
sentence of this
Section), such time shall be measured from the date of the
applicable
substitution. In the event of such a substitution, accrued interest
on the
substitute Mortgage Loan for the month in which the substitution
occurs and any
Principal Prepayments made thereon during such month shall be the
property of
the Trust Fund, and accrued interest for such month on the Mortgage
Loan for
which the substitution is made and any Principal Prepayments made
thereon during
such month shall be the property of the Seller. The principal
payment on a
substitute Mortgage Loan due on the Due Date in the month of
substitution shall
be the property of the Seller, and the principal payment on the
Mortgage Loan
for which the substitution is made due on such date shall be the
property of the
Trust Fund.
[END OF ARTICLE III]
ARTICLE IV
THE CERTIFICATES
Section 4.01 The Certificates.
(a) The Class A, Class M and Class B Certificates shall be
substantially
in the forms thereof included within Exhibits C, D, E and F and
shall, on
original issue, be 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) upon receipt by the Trustee of the documents
specified in
Section 2.01, delivered to or upon the order of the Depositor.
(b) The Depository and the Trustee have entered into a
Depository
Agreement dated as of April 25, 2007 (the "Depository Agreement").
Except as
provided in paragraph (c) below, the Book-Entry Certificates shall
at all times
remain registered in the name of the Depository or its nominee and
at all times:
(i) registration of the Book-Entry Certificates may not be
transferred as
provided in Section 4.02 except to a successor to the Depository;
(ii) ownership
and transfers of registration of the Book-Entry Certificates on the
books of the
Depository shall be governed by applicable rules established by the
Depository;
(iii) the Depository may collect its usual and customary fees,
charges and
expenses
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<PAGE>
from its Depository Participants; (iv) the Paying Agent and the
Trustee shall
deal with the Depository, Depository Participants and Indirect
Participants as
representatives of the Certificate Owners of the Book-Entry
Certificates for
purposes of exercising the rights of such Holders under this
Agreement, and
requests and directions for and votes of such representatives shall
not be
deemed to be inconsistent if they are made with respect to
different Certificate
Owners; and (v) the Paying Agent and the Trustee may rely and shall
be fully
protected in relying upon information furnished by the Depository
with respect
to its Depository Participants and furnished by the Depository
Participants with
respect to Indirect Participants and persons shown on the books of
such Indirect
Participants as direct or indirect Certificate Owners. The
Depository Agreement
provides that the Depository shall maintain book-entry records with
respect to
the Certificate Owners and with respect to ownership and transfers
of such
Certificates.
All transfers by Certificate Owners of Book-Entry Certificates
shall be
made in accordance with the procedures established by the
Depository Participant
or brokerage firm representing such Certificate Owners. Each
Depository
Participant shall only transfer Book-Entry Certificates of
Certificate Owners it
represents or of brokerage firms for which it acts as agent in
accordance with
the Depository's normal procedures.
(c) If (i)(A) the Depository advises the Depositor, the Paying
Agent or
the Trustee in writing that the Depository is no longer willing or
able to
properly discharge its responsibilities as Depository and (B) the
Trustee, the
Paying Agent or the Depositor are unable after exercise of their
reasonable best
efforts to locate a qualified successor or (ii) the Depositor at
its option
advises the Trustee in writing that it elects to terminate the
book-entry system
through the Depository, the Trustee or, if a Paying Agent has been
appointed
under Section 4.05, the Paying Agent, shall notify all Certificate
Owners,
through the Depository, of the occurrence of any such event and of
the
availability of definitive, fully registered Certificates (the
"Definitive
Certificates") to Certificate Owners requesting the same. Upon
surrender to the
Trustee or, if a Paying Agent has been appointed under Section
4.05, the Paying
Agent, of the Book-Entry Certificates by the Depository for
registration and
receipt by the Trustee or, if a Paying Agent has been appointed
under Section
4.05, the Paying Agent, of an adequate supply of certificates from
the
Depositor, the Trustee or if the Paying Agent is appointed under
Section 4.05,
the Paying Agent shall issue the Definitive Certificates based on
information
received from the Depository. Neither the Depositor, the Servicer,
the Paying
Agent nor the Trustee shall be liable for any delay in delivery of
such
instructions and may conclusively rely on, and shall be protected
in relying on,
such instructions.
(d) The Certificates (other than the Class A-R Certificate) shall
be
issuable in the minimum original dollar denominations (and integral
multiples of
$1.00 in excess of such amount) and aggregate original dollar
denominations per
Class (or in the case of the Class 1-A2, Class 1-A9, Class 1-A11,
Class 1-A17,
Class 1-AX and 2-AX Certificates, in the minimum denominations
based upon the
Class 1-A2 Notional Amount, Class 1-A9 Notional Amount, Class 1-A11
Notional
Amount, Class 1-A17 Notional Amount, Class 1-AX Notional Amount and
the Class
2-AX Notional Amount, respectively) as set forth in the following
table (except
that, if necessary, in order to aggregate the Original Certificate
Principal
Balance of a Class, one Certificate of such Class will be issued in
a different
denomination). A single Class A-R Certificate will be issued in
definitive form
in a $100 denomination.
(e) The Uncertificated REMIC Interests shall be issued in
uncertificated
form and transferred to the Trustee to be held in trust pursuant to
the terms of
the Trust Agreement. The Bank of New York Trust Company, N.A., as
Trustee and
Paying Agent, is hereby directed and authorized to enter into the
Trust
Agreement. In entering into the Trust Agreement and performing its
obligations
thereunder, each of the Trustee and the Paying Agent shall be
entitled to the
same rights, protections and indemnities afforded to them under
this Agreement
in their capacity as Trustee and Paying Agent, respectively.
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<PAGE>
<TABLE>
<CAPTION>
Aggregate Original Certificate
Minimum Principal Balance of all
Original Certificates of the CUSIP
Class Denomination Indicated Class Number
-------------- ------------ ------------------------------
-----------
<S> <C> <C> <C>
Class 1-A1 $ 100,000.00 185,000,000 16163H AA9
Class 1-A2 $ 100,000.00 (1) 16163H AB7
Class 1-A3 $ 25,000.00 25,000 16163H AC5
Class 1-A4 $ 100,000.00 2,277,486 16163H AD3
Class 1-A5 $ 100,000.00 78,700,000 16163H AE1
Class 1-A6 $ 100,000.00 21,300,000 16163H AF8
Class 1-A7 $ 100,000.00 41,000,000 16163H AG6
Class 1-A8 $ 100,000.00 3,000,000 16163H AH4
Class 1-A9 $ 100,000.00 (1) 16163H AJ0
Class 1-A10 $ 100,000.00 50,000,000 16163H AK7
Class 1-A11 $ 100,000.00 (1) 16163H AL5
Class 1-A12 $ 100,000.00 65,000,000 16163H AM3
Class 1-A13 $ 100,000.00 175,000,000 16163H AN1
Class 1-A14 (4) $ 1,000.00 16,453,428 16163H AP6
Class 1-A15 (4) $ 1,000.00 29,561,191 16163H AQ4
Class 1-A16 $ 100,000.00 75,000,000 16163H AR2
Class 1-A17 (4) $ 100,000.00 (1) 16163H AS0
Class 1-A18 (5) $ 100,000.00 (5) 16163H AT8
Class 1-A19 $ 100,000.00 29,726,000 16163H AU5
Class 1-A20 (5) $ 1,000.00 (5) 16163H AV3
Class 1-A21 (4) $ 100,000.00 178,572,000 16163H AW1
Class 1-A22 (5) $ 100,000.00 (5) 16163H AX9
Class 1-A23 (5) $ 100,000.00 (5) 16163H AY7
Class 1-A24 (5) $ 100,000.00 (5) 16163H AZ4
Class 1-AX $ 100,000.00 (1) 16163H BB6
Class 2-A1 $ 100,000.00 71,744,204 16163H BC4
Class 2-AX $ 100,000.00 (1) 16163H BD2
Class A-P $ 100,000.00 4,439,305(3) 16163H BE0
Class A-R $ 100.00 100 (2) 16163H BF7
Class A-M $ 100,000.00 8,601,400 16163H BG5
Class M-1 $ 100,000.00 9,676,600 16163H BH3
Class B-1 $ 100,000.00 15,052,600 16163H BJ9
Class B-2 $ 100,000.00 5,913,500 16163H BK6
Class B-3 $ 100,000.00 3,763,100 16163H BL4
Class B-4 $ 100,000.00 2,150,400 16163H BM2
Class B-5 $ 100,000.00 1,075,200 16163H BN0
Class B-6 $ 100,000.00 2,150,386 16163H BP5
</TABLE>
-------------
(1) The Class 1-A2, Class 1-A9, Class 1-A11, Class 1-A17, Class
1-AX and Class
2-AX Certificates are interest-only certificates, have no
principal
balance, are not entitled to payments of principal
68
<PAGE>
and will bear interest on their notional amounts. The initial
notional
amounts of the Class 1-A2, Class 1-A9, Class 1-A11, Class 1-A17,
Class
1-AX and Class 2-AX Certificates will be $185,000,000,
$125,000,
$2,083,333, $16,443,500, $34,248,973 and $3,774,503,
respectively.
(2) The Class A-R Certificate represents the residual interest in
each of the
REMIC Pools.
(3) The Class A-P Certificates consist of two components. The
original
principal amount of Class A-P Component One is $4,389,470.00 and
the
original principal amount of Class A-P Component Two is
$49,835.00.
(4) Each of these Classes of Certificates is an Exchangeable
Initial
Certificate which will not be issued under this Agreement and
instead will
be issued pursuant to the Trust Agreement.
(5) Each of these Certificates is an Exchangeable Certificate which
will not
be issued under this Agreement and instead will be issued pursuant
to the
Trust Agreement. The Original Certificate Principal Balance or
notional
amount, as applicable, of each such Class of Certificates will be
zero.
The Certificates shall be signed by manual or facsimile signature
on
behalf of the Depositor by an officer of the Depositor.
Certificates bearing the
manual or facsimile signatures of individuals who were at the time
of signature
officers of the Depositor shall bind the Depositor, notwithstanding
that such
individuals or any of them have ceased to be an officer prior to
the
authentication and delivery of such Certificate or did not hold
such offices at
the date of such Certificates. No Certificate shall be entitled to
any benefit
under this Agreement, or be valid for any purpose, unless there
appears on such
Certificate a manual authentication by an officer of the Trustee
(or if an
Authenticating Agent has been appointed pursuant to Section 4.06,
the
Authenticating Agent) and such authentication upon any Certificate
shall be
conclusive evidence, and the only evidence, that such Certificate
has been duly
authenticated and delivered hereunder. All Certificates shall be
dated the date
of their authentication.
Section 4.02 Registration of Transfer and Exchange of
Certificates.
(a) The Trustee or, if a Paying Agent has been appointed under
Section
4.05, the Paying Agent, shall cause to be kept a certificate
register (the
"Certificate Register") in which, subject to such reasonable
regulations as it
may prescribe, the Trustee or, if a Paying Agent has been appointed
under
Section 4.05, the Paying Agent, shall provide for the registration
of
Certificates and of transfers and exchanges of Certificates as
herein provided.
(b) Upon surrender for registration of transfer of any Certificate
at any
office or agency of the Trustee, or if a Paying Agent has been
appointed
hereunder pursuant to Section 4.05, the Paying Agent maintained for
such
purpose, the Depositor shall execute and the Trustee or if an
Authenticating
Agent is appointed under Section 4.06, the Authenticating Agent
shall
authenticate and deliver, in the name of the designated transferee
or
transferees, a Certificate of a like Class and aggregate Percentage
Interest and
dated the date of authentication by the Authenticating Agent.
(c) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate
shall
be made unless such transfer is made pursuant to an effective
registration
statement or otherwise in accordance with the requirements under
the Securities
Act. If such a transfer is to be made in reliance upon an exemption
from said
Act, (i) the Depositor may require (except with respect to the
initial transfer
of a Class B-3, Class B-4 or Class B-5 Certificate from J.P. Morgan
Securities
Inc. and except if the transferee executes a certificate
substantially in the
form of Exhibit H hereto) a written opinion of independent counsel
acceptable to
and in form and substance reasonably satisfactory to the Depositor
and the
Trustee that such transfer may be made pursuant to an exemption,
describing the
applicable exemption and the basis therefor, from said Act and laws
or is being
made pursuant to said Act and laws, which opinion of counsel shall
not be an
expense of the Trust Fund, the Trustee, the Depositor or the
Servicer, and (ii)
the
69
<PAGE>
Depositor shall require the transferee to execute a certification
substantially
in the form of Exhibit H or Exhibit I.
(d) (i) No transfer of an ERISA Restricted Certificate or a Class
A-R
Certificate shall be made unless the prospective transferee
provides the
Depositor and the Trustee with (I) a representation as set forth in
Exhibit K
for Class A-R Certificates or in Exhibit M for ERISA Restricted
Certificates to
the effect that such transferee is not an employee benefit plan
subject to Title
I of ERISA, a plan subject to Section 4975 of the Code or a plan or
arrangement
subject to any provisions under any federal, state, local, non-U.S.
or other
laws or regulations that are substantively similar to the foregoing
provisions
of ERISA or the Code ("Similar Law") (collectively, a "Plan"), and
is not
directly or indirectly acquiring the Certificate for, on behalf of
or with any
assets of any such Plan, or (II) solely in the case of an ERISA
Restricted
Certificate, (A) if the Certificate has been the subject of an
ERISA-Qualifying
Underwriting, a representation as set forth in Exhibit M that such
transferee is
an insurance company that is acquiring the ERISA-Restricted
Certificate with
assets contained in an "insurance company general account," as
defined in
Section V(E) of Prohibited Transaction Class Exemption ("PTCE")
95-60, and the
acquisition and holding of the Certificate are covered and exempt
under Sections
I and III of PTCE 95-60, or (B) solely in the case of a Definitive
Certificate,
an Opinion of Counsel reasonably satisfactory to the Depositor and
the Trustee
to the effect that the acquisition and holding of such Certificate
will not
constitute or result in a nonexempt prohibited transaction under
ERISA or the
Code, or a violation of Similar Law, and will not subject the
Depositor, the
Servicer or the Trustee to any obligation in addition to those
expressly
undertaken in this Agreement, which Opinion of Counsel shall not be
an expense
of the Depositor, the Servicer or the Trustee.
(ii) Except in the case of a Definitive Certificate, the
representations set forth in paragraph (i) of this Subsection
4.02(d), other
than subparagraph (i)(II)(B), shall be deemed to have been made to
the Depositor
and the Trustee by the transferee's acceptance of an ERISA
Restricted
Certificate or a Class A-R Certificate (or the acceptance by a
Certificate Owner
of the beneficial interest in any Class of ERISA Restricted
Certificates or a
Class A-R Certificate). Notwithstanding any other provision herein
to the
contrary, any purported transfer of an ERISA Restricted Certificate
or a Class
A-R Certificate to or on behalf of a Plan without the delivery to
the Depositor
of a representation or an Opinion of Counsel reasonably
satisfactory to the
Depositor and the Trustee as described above shall be void and of
no effect.
None of the Depositor, the Servicer or the Trustee shall be under
any liability
to any Person for any registration or transfer of any ERISA
Restricted
Certificate or Class A-R Certificate that is in fact not permitted
by this
Section 4.02(d) nor shall the Paying Agent be under any liability
for making any
payments due on such Certificate to the Holder thereof or taking
any other
action with respect to such Holder under the provisions of this
Agreement so
long as the transfer was registered in accordance with the
foregoing
requirements. The Depositor, Servicer, Paying Agent and/or Trustee
shall be
entitled, but not obligated, to recover from any Holder of any
ERISA Restricted
Certificate or Class A-R Certificate that was in fact a Plan and
that held such
Certificate in violation of this Section 4.02(d) all payments made
on such ERISA
Restricted Certificate or Class A-R Certificate at and after the
time it
commenced such holding. Any such payments so recovered shall be
paid and
delivered to the last preceding Holder of such Certificate that is
not a Plan.
(e) At the option of a Certificateholder, a Certificate may be
exchanged
for another Certificate or Certificates of authorized denominations
of a like
Class, upon surrender of the Certificate to be exchanged at any
office or agency
of the Trustee, or if a Paying Agent has been appointed under
Section 4.05, the
Paying Agent, maintained for such purpose. Whenever the Certificate
is so
surrendered for exchange, the Depositor shall execute and the
Authenticating
Agent shall authenticate and deliver, the Certificate which the
Certificateholder making the exchange is entitled to receive. Every
Certificate
presented or surrendered for transfer or exchange shall (if so
required by the
Authenticating Agent) be
70
<PAGE>
duly endorsed by, or be accompanied by a written instrument of
transfer in the
form satisfactory to the Authenticating Agent duly executed by, the
Holder
thereof or his attorney duly authorized in writing.
(f) No service charge shall be made to the Holder for any transfer
or
exchange of a Certificate, but the Servicer may require payment by
the
Certificateholders of a sum sufficient to cover any tax or
governmental charge
that may be imposed in connection with any transfer or exchange of
such
Certificate.
(g) All Certificates surrendered for transfer or exchange shall
be
destroyed by the Trustee or if a Paying Agent has been appointed
under Section
4.05, the Paying Agent, in accordance with the Trustee's or, if a
Paying Agent
has been appointed under Section 4.05, the Paying Agent's, standard
procedures.
(h) [Reserved].
(i) A Disqualified Organization is prohibited from acquiring
beneficial
ownership of a Class A-R Certificate. Notwithstanding anything to
the contrary
contained herein, (i) unless and until the Servicer and the Trustee
shall have
received an Opinion of Counsel, satisfactory to it in form and
substance, to the
effect that the absence of the conditions contained in this Section
4.02(i)
would not result in the imposition of federal tax upon any REMIC
created
hereunder or cause any REMIC created hereunder to fail to qualify
as a REMIC, no
transfer, sale or other disposition of the Class A-R Certificate
(including for
purposes of this section any beneficial interest therein) may be
made without
the express written consent of the Certificate Registrar or, if no
Certificate
Registrar is appointed, the Trustee, which consent is to be granted
by the
Certificate Registrar or, if no Certificate Registrar is appointed,
the Trustee
only upon compliance with the requirements of this Section and (ii)
no transfer,
sale or other disposition of the Class A-R Certificate (or any
beneficial
interest therein) may be made to a Person who is not a U.S. Person
unless such
Person furnishes the transferor, the Certificate Registrar and the
Trustee, with
a duly completed and effective Form W-8ECI (or any successor
thereto) or an
Opinion of Counsel to the effect that such transfer is in
accordance with the
requirements of the Code and that the transfer will not be
disregarded for
federal income tax purposes. As a condition to granting its consent
to a
transfer of a Class A-R Certificate, the Certificate Registrar or,
if no
Certificate Registrar is appointed, the Trustee, shall require the
proposed
transferee of such Certificate (including, in the case of the
initial issuance
of the Class A-R Certificate, the initial Holder thereof) to
execute a letter
and affidavit substantially in the form attached hereto as Exhibit
K and shall
require the proposed transferor (other than in the case of the
transfer to the
initial Holder) of such Certificate to execute a letter
substantially in the
form attached hereto as Exhibit K-1. In the absence of a contrary
instruction
from the transferor of such Certificate, declaration (11) in the
affidavit in
Exhibit K may be left blank. If the transferor requests by written
notice to the
Certificate Registrar or, if no Certificate Registrar is appointed,
the Trustee,
prior to the date of the proposed transfer that one of the two
other forms of
declaration (11) of such affidavit be used, then the Certificate
Registrar or,
if no Certificate Registrar is appointed, the Trustee, shall
require that such
form of declaration (11) be included in such affidavit.
As a condition to the granting of the consent referred to in this
Section
4.02(i), prior to the transfer, sale, pledge, hypothecation or
other disposition
of the Class A-R Certificate or any interest therein, the
Certificate Registrar
or, if no Certificate Registrar is appointed, the Trustee shall
require that (1)
the proposed transferee deliver to the Trustee or Certificate
Registrar, as
applicable, its taxpayer identification number and state, under
penalties of
perjury that such number is the social security or employer
identification
number, as the case may be, of the transferee or provide an
affidavit under
penalties of perjury stating that as of the date of such transfer
such
transferee is not and has no intention of becoming a Disqualified
Organization;
(2) the proposed transferee deliver to the Trustee or Certificate
Registrar, as
applicable, an affidavit stating (i) that such transferee is not
acquiring such
Class A-R
71
<PAGE>
Certificate as an agent, broker, nominee, or middleman for a
Disqualified
Organization, (ii) if the Class A-R Certificate is a "non-economic
residual
interest" within the meaning of Treas. Reg. Section 1.860E-1(c)(2),
(X) that no
purpose of the acquisition of the Class A-R Certificate is to avoid
or impede
the assessment or collection of tax, (Y) that such transferee has
historically
paid its debts as they came due and will continue to pay its debts
as they come
due, and (Z) that such transferee represents that it understands
that, as the
holder of the non-economic residual interest, the transferee may
incur tax
liabilities in excess of any cash flows generated by the interest
and that the
transferee intends to pay taxes associated with holding the
residual interest,
and (iii) unless the Certificate Registrar or, if no Certificate
Registrar is
appointed, the Trustee consents to the transfer of the Class A-R
Certificate to
a Person who is not a U.S. Person and who has furnished either a
duly completed
and effective Form W-8ECI (or any successor thereto) or an Opinion
of Counsel to
the effect that the transfer will not be disregarded for federal
income tax
purposes, that it is a U.S. Person; (3) if so requested by the
transferor in
written notice provided to the Certificate Registrar or, if no
Certificate
Registrar is appointed, the Trustee, prior to the date of the
proposed transfer,
the proposed transferee deliver to the Trustee or Certificate
Registrar, as
applicable, an affidavit that includes a declaration made in the
form of
declaration (11) in the affidavit set forth in Exhibit K requested
by the
transferor; and (4) the transferor deliver to the Certificate
Registrar or, if
no Certificate Registrar is appointed, the Trustee a written
certification that
as of the date of such transfer it has no knowledge and no reason
to know that
the affirmations described in clauses (1), (2) and (3) were false.
The
Certificate Registrar or, if no Certificate Registrar is appointed,
the Trustee
shall not grant the consent referred to in this Section 4.02(i) if
it has actual
knowledge that any statement made in the affidavit issued pursuant
to the
preceding sentence is not true. Notwithstanding any purported
transfer, sale or
other disposition of the Class A-R Certificate to a Disqualified
Organization or
in violation of the provisions of this Section 4.02(i), such
transfer, sale or
other disposition shall be deemed to be of no legal force or effect
whatsoever
and such Disqualified Organization shall not be deemed to be a
Class A-R
Certificateholder for any purpose hereunder, including, but not
limited to, the
receipt of distributions on such Class A-R Certificate. If any
purported
transfer shall be in violation of the provisions of this Section
4.02(i) then
the prior Holder of the Class A-R Certificate shall, upon discovery
that the
transfer of such Class A-R Certificate was not in fact permitted by
this Section
4.02(i), be restored to all rights and obligations as a Holder
thereof
retroactive to the date of the purported transfer of such Class A-R
Certificate.
The Trustee, the Servicer and the Certificate Registrar shall be
under no
liability to any Person for any registration or transfer of a Class
A-R
Certificate that is not permitted by this Section 4.02(i) or for
making payments
due on such Class A-R Certificate to the purported Holder thereof
or taking any
other action with respect to such purported Holder under the
provisions of this
Agreement so long as the transfer was not registered under the
written
certification of the Certificate Registrar or, if no Certificate
Registrar is
appointed, the Trustee as described in this Section 4.02(i). The
prior Holder
shall be entitled to recover from any purported Holder of a Class
A-R
Certificate that was in fact not a permitted purported transferee
under this
Section 4.02(i) at the time it became a purported Holder all
payments made to
such purported Holder on such Class A-R Certificate; provided that
the Servicer
shall not be responsible for such recovery. Each Class A-R
Certificateholder, by
the acceptance of the Class A-R Certificate, shall be deemed for
all purposes to
have consented to the provisions of this Section 4.02(i) and to any
amendment to
this Agreement deemed necessary by counsel of the Trustee or the
Servicer to
ensure that the Class A-R Certificate is not transferred to a
Disqualified
Organization and that any transfer of such Class A-R Certificate
will not cause
the imposition of a tax upon any REMIC created hereunder or cause
any REMIC
created hereunder to fail to qualify as a REMIC. The restrictions
on transfer of
the Class A-R Certificate will cease to apply and be void upon
receipt by the
Certificate Registrar or, if no Certificate Registrar is appointed,
the Trustee
of an Opinion of Counsel to the effect that such restrictions on
transfer are no
longer necessary to avoid the risk of material federal taxation to
any REMIC
created hereunder or prevent any REMIC created hereunder from
qualifying as a
REMIC.
72
<PAGE>
(j) The Servicer shall make available upon written request to each
Holder
and each proposed transferee of a Class B-4, Class B-5 or Class B-6
Certificate
such information as may be required to permit the proposed transfer
to be
effected pursuant to Rule 144A under the Securities Act.
Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any
mutilated Certificate is surrendered to the Trustee or, if a Paying
Agent has
been appointed under Section 4.05, the Paying Agent, or the Trustee
or, if a
Paying Agent has been appointed under Section 4.05, the Paying
Agent, receives
evidence to its satisfaction of the destruction, loss or theft of
any
Certificate, and (b) there is delivered to the Trustee or, if a
Paying Agent has
been appointed under Section 4.05, the Paying Agent, such security
or indemnity
as may be required by it to save it harmless, then, in the absence
of notice to
the Trustee or, if a Paying Agent has been appointed under Section
4.05, the
Paying Agent, that such Certificate has been acquired by a bona
fide purchaser,
the Trustee or, if a Paying Agent has been appointed under Section
4.05, the
Paying Agent, shall authenticate and deliver, in exchange for or in
lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like
tenor and Class. Upon the issuance of any new Certificate under
this Section,
the Trustee or, if a Paying Agent has been appointed under Section
4.05, the
Paying Agent, may require of the Certificateholder the payment of a
sum
sufficient to cover any tax or other governmental charge that may
be imposed in
relation thereto and any other expenses connected therewith. Any
replacement
Certificate of any Class issued pursuant to this Section shall
constitute
complete and indefeasible evidence of ownership of the Percentage
Interest in
the distributions to which the Certificateholders of such Class are
entitled, as
if originally issued, whether or not the mutilated, destroyed, lost
or stolen
Certificate shall be found at any time, and such mutilated,
destroyed, lost or
stolen Certificate shall be of no force or effect under this
Agreement, to the
extent permitted by law.
Section 4.04 Persons Deemed Owners. Prior to due presentation of
a
Certificate of any Class for registration of transfer, the
Depositor, the
Servicer, the Paying Agent and the Trustee may treat the Person in
whose name
any Certificate is registered on the Record Date as the owner of
such
Certificate and the Percentage Interest in the distributions to
which the
Certificateholders of such Class are entitled on the relevant date
as the Holder
of such Certificate and the Percentage Interest represented by such
Certificate
for the purpose of receiving remittances pursuant to Section 6.01
and for all
other purposes whatsoever, and neither the Depositor, the Servicer,
the Paying
Agent nor the Trustee shall be affected by notice to the
contrary.
Section 4.05 Appointment of Paying Agent and Certificate
Registrar;
Certificate Account. The Trustee shall appoint a Paying Agent and a
Certificate
Registrar (the "Certificate Registrar") hereunder, provided such
Paying Agent
and such Certificate Registrar shall not be the Depositor, any
Seller, or an
Affiliate of the Depositor or any Seller. No later than two
Business Days prior
to each Distribution Date, the Servicer shall deposit or cause to
be deposited
with the Paying Agent from funds on deposit in the Collection
Account a sum up
to the Available Distribution Amount, such sum to be held in trust
for the
benefit of Certificateholders in a segregated account (the
"Certificate
Account") which shall be an Eligible Account in the name of "The
Bank of New
York Trust Company, N.A., as Trustee, in trust for and for the
benefit of the
Certificateholders of Multi-Class Mortgage Pass-Through
Certificates, Chase
Mortgage Finance Corporation, Series 2007-S3 - Certificate
Account". The Paying
Agent shall establish such Certificate Account with a commercial
bank, a savings
bank or a savings and loan association. The Paying Agent may invest
moneys in
the Certificate Account in Eligible Investments, which shall mature
not later
than a date sufficient to make payment on the Distribution Date
next following
the date of such investment and shall not be sold or disposed of
prior to
maturity. All income and gain realized from any such investment
shall be for the
benefit of the Paying Agent as additional compensation and shall be
subject to
its withdrawal or order from time to time. The amount of any losses
incurred in
respect of any such investments (to the extent not offset by income
from other
such investments) shall be deposited in the Certificate Account by
the Paying
Agent out of its own funds
73
<PAGE>
immediately as realized. The Servicer shall cause the Paying Agent
to perform
each of the obligations of the Paying Agent set forth herein and
shall be liable
to the Trustee and the Certificateholders for failure of the Paying
Agent to
perform such obligations. So long as the Paying Agent is a party
other than the
Trustee, the Trustee shall have no liability in connection with the
performance
or failure of performance of the Paying Agent. The Trustee
designates The Bank
of New York Trust Company, N.A. as the initial Paying Agent and
initial
Certificate Registrar. Only the Trustee may remove the Paying Agent
and
Certificate Registrar and may do so at will, provided that the
Trustee gives 20
days' prior written notice of such removal to the Paying Agent and
Certificate
Registrar and the Rating Agencies.
The Paying Agent will hold all sums held by it for the payment
to
Certificateholders in trust for the benefit of the
Certificateholders entitled
thereto until such sums shall be paid to such
Certificateholders.
Section 4.06 Authenticating Agents.
(a) The Trustee may appoint one or more Authenticating Agents
(each, an
"Authenticating Agent") which shall be authorized to act on behalf
of the
Trustee in authenticating the Certificates. Wherever reference is
made in this
Agreement to the authentication of Certificates by the Trustee or
the Trustee's
certificate of authentication, such reference shall be deemed to
include
authentication on behalf of the Trustee by an Authenticating Agent
and a
certificate of authentication executed on behalf of the Trustee by
an
Authenticating Agent. Each Authenticating Agent must be an entity
organized and
doing business under the laws of the United States of America or of
any state,
having a combined capital and surplus of at least $15,000,000,
authorized under
such laws to do a trust business and subject to supervision or
examination by
federal or state authorities. So long as the Authenticating Agent
is a party
other than the Trustee, the Trustee shall have no liability in
connection with
the performance or failure of performance of the Authenticating
Agent. The
Trustee hereby appoints the Paying Agent as the initial
Authenticating Agent.
(b) Any Person into which any Authenticating Agent may be merged
or
converted or with which it may be consolidated, or any Person
resulting from any
merger, conversion or consolidation to which any Authenticating
Agent shall be a
party, or any Person succeeding to the corporate agency business of
any
Authenticating Agent, shall continue to be the Authenticating Agent
without the
execution or filing of any paper or any further act on the part of
the Trustee
or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at
least 30
days' advance written notice of resignation to the Trustee and the
Depositor.
The Trustee may at any time terminate the agency of any
Authenticating Agent by
giving written notice of termination to such Authenticating Agent
and the
Depositor. Upon receiving a notice of resignation or upon such a
termination, or
in case at any time any Authenticating Agent shall cease to be
eligible in
accordance within the provisions of this Section 4.06, the Trustee
may appoint a
successor Authenticating Agent, shall give written notice of such
appointment to
the Depositor and shall mail notice of such appointment to all
Holders of
Certificates. Any successor Authenticating Agent upon acceptance of
its
appointment hereunder shall
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