<PAGE>
CHASE FUNDING, INC.,
Depositor
JPMORGAN CHASE BANK, N.A.
Servicer
and
[Trustee]
Trustee
--------------------------------------
POOLING AND SERVICING AGREEMENT
[Date]
--------------------------------------
CHASE FUNDING MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES [
]
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Table of Contents
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ARTICLE I
DEFINITIONS................................................................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES..............................37
SECTION 2.01.
Conveyance of Mortgage
Loans................................................37
SECTION 2.02.
Acceptance by Trustee of the Mortgage
Loans.................................40
SECTION
2.03.
Representations, Warranties and Covenants of the
Depositor..................41
SECTION 2.04.
Representations and Warranties of the
Servicer..............................48
SECTION 2.05.
Substitutions and Repurchases of Mortgage Loans which are not
"Qualified
Mortgages".......................................................49
SECTION 2.06.
Authentication and Delivery of
Certificates.................................50
SECTION 2.07.
REMIC
Elections.............................................................50
SECTION 2.08.
Covenants of the
Servicer...................................................51
SECTION 2.09.
[RESERVED]..................................................................51
SECTION 2.10.
Conveyance of the Subsequent Mortgage
Loans.................................51
SECTION 2.11.
Permitted Activities of the
Trust...........................................54
SECTION 2.12.
Qualifying Special Purpose
Entity...........................................54
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................................54
SECTION 3.01.
Servicer to Service Mortgage
Loans..........................................54
SECTION 3.02.
Servicing and Subservicing; Enforcement of the Obligations of
Servicer......55
SECTION 3.03.
Rights of the Depositor and the Trustee in Respect of the
Servicer..........55
SECTION 3.04.
Trustee to Act as
Servicer..................................................55
SECTION 3.05.
Collection of Mortgage Loan Payments; Collection Account;
Certificate
Account; Distribution
Account...............................................56
SECTION 3.06.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.........59
SECTION 3.07.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans.......................................................................59
SECTION 3.08.
Permitted Withdrawals from the Collection Account, Certificate
Account and
Distribution
Account........................................................59
SECTION 3.09.
[Reserved]..................................................................61
SECTION 3.10.
Maintenance of Hazard
Insurance.............................................61
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements...................62
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SECTION 3.12.
Realization Upon Defaulted Mortgage Loans; Determination of
Excess
Proceeds; Repurchase of Certain Mortgage
Loans..............................63
SECTION 3.13.
Trustee to Cooperate; Release of Mortgage
Files.............................65
SECTION 3.14.
Documents, Records and Funds in Possession of Servicer to be Held
for the
Trustee.....................................................................66
SECTION 3.15.
Servicing
Compensation......................................................67
SECTION 3.16.
Access to Certain
Documentation.............................................67
SECTION 3.17.
Annual Statement as to
Compliance...........................................67
SECTION 3.18.
Annual Independent Public Accountants' Servicing Statement;
Financial
Statements..................................................................68
SECTION 3.19.
[Reserved.].................................................................68
ARTICLE IV
DISTRIBUTIONS;
ADVANCES BY THE
SERVICER..................................................68
SECTION 4.01.
Advances....................................................................68
SECTION 4.02.
Reduction of Servicing Compensation in Connection with Prepayment
Interest
Shortfalls..................................................................69
SECTION 4.03.
Distributions on the Subsidiary
REMIC.......................................69
SECTION 4.04.
Distributions...............................................................69
SECTION 4.05.
Monthly Statements to
Certificateholders....................................74
SECTION 4.06.
Pre-Funding
Account.........................................................77
SECTION 4.07.
Capitalized Interest
Account................................................78
ARTICLE V
THE
CERTIFICATES..........................................................................79
SECTION 5.01.
The
Certificates............................................................79
SECTION 5.02.
Certificate Register; Registration of Transfer and Exchange of
Certificates................................................................80
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...........................83
SECTION 5.04.
Persons Deemed
Owners.......................................................83
SECTION 5.05.
Access to List of Certificateholders' Names and
Addresses...................83
SECTION 5.06.
Book-Entry
Certificates.....................................................84
SECTION 5.07.
Notices to
Depository.......................................................85
SECTION 5.08.
Definitive
Certificates.....................................................85
SECTION 5.09.
Maintenance of Office or
Agency.............................................85
SECTION 5.10.
Authenticating
Agents.......................................................85
SECTION 5.11.
Appointment of Paying
Agent.................................................86
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ARTICLE VI
THE DEPOSITOR AND THE
SERVICER............................................................86
SECTION 6.01.
Respective Liabilities of the Depositor and the
Servicer....................86
SECTION 6.02.
Merger or Consolidation of the Depositor or the
Servicer....................87
SECTION 6.03.
Limitation on Liability of the Depositor, the Servicer and
Others...........87
SECTION 6.04.
Limitation on Resignation of
Servicer.......................................87
SECTION 6.05.
Errors and Omissions Insurance; Fidelity
Bonds..............................88
ARTICLE VII
DEFAULT; TERMINATION OF
SERVICER..........................................................88
SECTION 7.01.
Events of
Default...........................................................88
SECTION 7.02.
Trustee to Act; Appointment of
Successor....................................89
SECTION 7.03.
Notification to
Certificateholders..........................................90
ARTICLE VIII
CONCERNING THE
TRUSTEE....................................................................90
SECTION 8.01.
Duties of
Trustee...........................................................90
SECTION 8.02.
Certain Matters Affecting the
Trustee.......................................91
SECTION 8.03.
Trustee Not Liable for Mortgage
Loans.......................................92
SECTION 8.04.
Trustee May Own
Certificates................................................92
SECTION 8.05.
Servicer to Pay Certain Trustee's Fees and
Expenses.........................93
SECTION 8.06.
Eligibility Requirements for
Trustee........................................93
SECTION 8.07.
Resignation and Removal of
Trustee..........................................93
SECTION 8.08.
Successor
Trustee...........................................................94
SECTION 8.09.
Merger or Consolidation of
Trustee..........................................94
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee...............................95
SECTION 8.11.
Tax
Matters.................................................................96
ARTICLE IX
TERMINATION...............................................................................98
SECTION 9.01.
Termination upon Liquidation or Repurchase of all Mortgage
Loans............98
SECTION 9.02.
Final Distribution on the
Certificates......................................98
SECTION 9.03.
Additional Termination
Requirements.........................................99
ARTICLE X
MISCELLANEOUS
PROVISIONS.................................................................100
SECTION 10.01.
Amendment..................................................................100
SECTION 10.02.
Counterparts...............................................................101
SECTION 10.03.
Governing
Law..............................................................101
SECTION 10.04.
Intention of
Parties.......................................................102
SECTION 10.05.
Notices....................................................................102
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SECTION
10.06.
Severability of
Provisions.................................................103
SECTION 10.07.
Assignment.................................................................103
SECTION 10.08.
Limitation on Rights of
Certificateholders.................................103
SECTION 10.09.
Inspection and Audit
Rights................................................104
SECTION 10.10.
Certificates Nonassessable and Fully
Paid..................................104
SECTION 10.11.
Reports....................................................................104
SECTION 10.12.
[RESERVED].................................................................104
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EXHIBIT A
FORM OF OFFERED CERTIFICATES
EXHIBIT B
[RESERVED]
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF CLASS R CERTIFICATE
EXHIBIT E
[RESERVED]
EXHIBIT F
MORTGAGE LOAN SCHEDULE
EXHIBIT G
[RESERVED]
EXHIBIT H
FORM OF TRUSTEE CERTIFICATION
EXHIBIT I
FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT J
FORM OF TRANSFEROR CERTIFICATE
EXHIBIT K
FORM OF INVESTMENT LETTER
EXHIBIT L
FORM OF RULE 144A LETTER
EXHIBIT M
REQUEST FOR RELEASE
EXHIBIT N
FORM OF SUBSEQUENT TRANSFER INSTRUMENT
EXHIBIT O
FORM OF ADDITION NOTICE
EXHIBIT P
FORM OF OFFICER CERTIFICATE (SERVICER)
EXHIBIT Q
FORM OF OFFICER CERTIFICATE (PAYING AGENT)
iv
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POOLING AND SERVICING AGREEMENT, dated as of [Date], among
CHASE
FUNDING, INC., a New York corporation, as depositor (the
"Depositor"), JPMorgan
Chase Bank, N.A., a national banking association, as servicer (the
"Servicer")
and [Trustee], as trustee (the "Trustee").
The Depositor is the owner of the Trust Fund that is hereby
conveyed to
the Trustee in return for the Certificates. The Trust Fund (other
than the
Capitalized Interest Account and, prior to the Distribution Date in
the month
immediately following the end of the Funding Period or any earlier
Subsequent
Transfer Date on which the entire balance of the Pre-Funding
Account is applied
to purchase Subsequent Mortgage Loans, the Pre-Funding Account) for
federal
income tax purposes will consist of two REMICs. The Subsidiary
REMIC will
consist of all of the assets constituting the Trust Fund (other
than those held
by the Master REMIC, the Capitalized Interest Account and, prior to
the
Distribution Date in the month immediately following the end of the
Funding
Period or any earlier Subsequent Transfer Date on which the entire
balance of
the Pre-Funding Account is applied to purchase Subsequent Mortgage
Loans, the
Pre-Funding Account) and will be evidenced by the Subsidiary REMIC
Regular
Interests (which will be uncertificated and will represent the
"regular
interests" in the Subsidiary REMIC) and the SR Interest as the
single "residual
interest" in the Subsidiary REMIC. The Trustee will hold the
Subsidiary REMIC
Regular Interests. The Master REMIC will consist of the Subsidiary
REMIC Regular
Interests and will be evidenced by the Regular Certificates (which
will
represent the "regular interests" in the Master REMIC) and the MR
Interest as
the single "residual interest" in the Master REMIC. The Class R
Certificates
initially will represent beneficial ownership of the SR Interest
and the MR
Interest. The "latest possible maturity date" for federal income
tax purposes of
all interests created hereby will be the Latest Possible Maturity
Date.
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases,
unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: The Servicer's normal servicing
practices, which will conform to the mortgage servicing practices
of prudent
mortgage lending institutions which service for their own account
mortgage loans
of the same type as the Mortgages Loans in the jurisdictions in
which the
related Mortgaged Properties are located.
Accrual Period: With respect to the Group I Certificates (other
than
the Class IA-1 Certificates) and any Distribution Date, the
calendar month
immediately preceding such Distribution Date. With respect to the
Group II
Certificates and the Class IA-1 Certificates and any Distribution
Date, the
period commencing on the immediately preceding Distribution Date
(or, in the
case of the first Distribution Date, the Closing Date) and ending
on the day
immediately preceding such Distribution Date. All calculations of
interest on
the Group I Certificates (other than the Class IA-1 Certificates)
will be made
on the basis of a 360-day year consisting of twelve 30-day months,
and all
calculations of interest on the Group II Certificates and the Class
IA-1
Certificates will be made on the basis of the actual number of days
elapsed in
the related Accrual Period and a 360 day year.
Addition Notice: With respect to the transfer of Subsequent
Mortgage
Loans to the Trust Fund pursuant to Section 2.10, a notice of the
Depositor's
designation of the Subsequent Mortgage Loans to be sold to the
Trust Fund and
the aggregate Stated Principal Balance of such Subsequent Mortgage
Loans as of
the Subsequent Cut-off Date. The Addition Notice shall be given to
the Servicer,
the Trustee and the Paying Agent not later than three Business Days
prior to the
related Subsequent Transfer Date and shall be substantially in the
form of
Exhibit O.
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Adjustment Date: As to each Group II Mortgage Loan, each date on
which
the related Mortgage Rate is subject to adjustment, as provided in
the related
Mortgage Note.
Advance: The aggregate of the advances required to be made by
the
Servicer with respect to any Distribution Date pursuant to Section
4.01, the
amount of any such advances being equal to the sum of (A) the
aggregate of
payments of principal (except with respect to the final Scheduled
Payment on any
Balloon Loan) and interest (net of the Servicing Fees) on the
Mortgage Loans
that were due on the related Due Date and not received as of the
close of
business on the related Determination Date (including monthly
interest on the
Stated Principal Balance of a Balloon Loan remaining outstanding
after the Due
Date with respect to the final Scheduled Payment for such Balloon
Loan) and (B)
with respect to each REO Property that has not been liquidated, an
amount equal
to the excess, if any, of (x) one month's interest (adjusted to the
Net Mortgage
Rate) on the Stated Principal Balance of the related Mortgage Loan
over (y) the
net monthly rental income (if any) from such REO Property deposited
in the
Collection Account for such Distribution Date pursuant to Section
3.12, less the
aggregate amount of any such Delinquent payments that the Servicer
has
determined would constitute a Non-Recoverable Advance were an
advance to be made
with respect thereto.
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.
Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms
herein.
Amount Held for Future Distribution: As to any Distribution Date,
the
aggregate amount held in the Collection Account at the close of
business on the
immediately preceding Determination Date on account of (i) all
Scheduled
Payments or portions thereof received in respect of the Mortgage
Loans due after
the related Due Date and (ii) Principal Prepayments and Liquidation
Proceeds
together with any prepayment penalties and late payment charges
received in
respect of such Mortgage Loans after the last day of the related
Prepayment
Period (or Due Period, in the case of Liquidation Proceeds).
Applied Realized Loss Amount: With respect to any Distribution
Date,
the amount, if any, by which, (i) with respect to the Group I
Certificates, the
Group I Certificate Principal Balance after distributions of
principal on such
Distribution Date exceeds the sum of (x) the aggregate Stated
Principal Balance
of the Group I Mortgage Loans as of such Distribution Date and (y)
the portion
of the amount in the Pre-Funding Account allocable to Group I
Mortgage Loans,
and (ii) with respect to the Group II Certificates, the Group II
Certificate
Principal Balance after distributions of principal on such
Distribution Date
exceeds the sum of (x) the aggregate Stated Principal Balance of
the Group II
Mortgage Loans as of such Distribution Date and (y) the portion of
the amount in
the Pre-Funding Account allocable to Group II Mortgage Loans.
Appraised Value: With respect to a Mortgage Loan the proceeds of
which
were used to purchase the related Mortgage Property, the "Appraised
Value" of a
Mortgaged Property is the lesser of (x) the appraised value based
on an
appraisal made for the Seller by an independent fee appraiser at
the time of the
origination of the related Mortgage Loan, and (y) the sales price
of such
Mortgaged Property at such time of origination. With respect to a
Mortgage Loan
the proceeds of which were used to refinance an existing mortgage
loan, the
"Appraised Value" is the appraised value of the Mortgaged Property
based upon
the appraisal obtained at the time of refinancing.
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Assignment of Mortgage: An assignment of the Mortgage, notice
of
transfer or equivalent instrument, in recordable form, sufficient
under the laws
of the jurisdiction where the related Mortgaged Property 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:
As defined in Section 5.10 hereof.
Balloon Loan: A Mortgage Loan having an original term to stated
maturity of approximately 15 years which provides for level monthly
payments of
principal and interest based on a 30-year amortization schedule,
with a balloon
payment of the remaining outstanding principal balance due on such
Mortgage Loan
at its stated maturity.
Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the
ownership of which
is reflected on the books of the Depository or on the books of a
person
maintaining an account with the Depository (directly, as a
"Depository
Participant", or indirectly, as an indirect participant in
accordance with the
rules of the Depository and as described in Section 5.06). As of
the Closing
Date, each Class of Regular Certificates constitutes a Class of
Book-Entry
Certificates.
Business Day: Any day
other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in the States of California and
Pennsylvania
and in the City of New York, New York or the city in which the
Servicer is
located are authorized or obligated by law or executive order to be
closed.
Capitalized Interest Account: The account established and
maintained
pursuant to Section 4.07.
Capitalized Interest Amount: The amount to be paid by the Depositor
to
the Trustee for deposit into the Capitalized Interest Account on
the Closing
Date pursuant to Section 4.07, which amount is $______.
Certificate: Any one of the certificates of any Class executed by
the
Depositor and authenticated by the Authenticating Agent in
substantially the
forms attached hereto as Exhibits A and D.
Certificate Account: The separate Eligible Account created and
initially maintained by the Servicer pursuant to Section 3.05(c) in
the name of
the Trustee for the benefit of the Certificateholders and
designated "[Trustee],
as trustee, in trust for registered holders of Chase Funding
Mortgage Loan
Asset-Backed Certificates, Series [ ]". Funds in the Certificate
Account shall
be held in trust for the Certificateholders for the uses and
purposes set forth
in this Agreement.
Certificate Group: Either of the Group I Certificates or the Group
II
Certificates.
Certificate Owner: With respect to a Book-Entry Certificate, the
person
that is the beneficial owner of such Book-Entry Certificate.
Certificate Principal Balance: As to any Certificate and as of
any
Distribution Date, the Initial Certificate Principal Balance of
such Certificate
less the sum of (i) all amounts distributed with respect to such
Certificate in
reduction of the Certificate Principal Balance thereof on previous
Distribution
Dates pursuant to Section 4.04, and (ii) any Applied Realized Loss
Amounts
allocated to such Certificate on previous Distribution Dates
pursuant to (i)
Section 4.04(h) for the Group I Certificates and (ii) Section
4.04(i) for the
Group II Certificates.
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Certificate Register: The register maintained pursuant to Section
5.02
hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register (initially, Cede & Co.),
as nominee for
the Depository, in the case of any Class of Regular Certificates,
except that
solely for the purpose of giving any consent pursuant to this
Agreement, any
Certificate registered in the name of the Depositor or any
Affiliate of the
Depositor shall be deemed not to be Outstanding and the Percentage
Interest
evidenced thereby shall not be taken into account in determining
whether the
requisite amount of Percentage Interests necessary to effect such
consent has
been obtained; provided, however, that if any such Person
(including the
Depositor) owns 100% of the Percentage Interests evidenced by a
Class of
Certificates, such Certificates shall be deemed to be Outstanding
for purposes
of any provision hereof that requires the consent of the Holders of
Certificates
of a particular Class as a condition to the taking of any action
hereunder. The
Trustee is entitled to rely conclusively on a certification of the
Depositor or
any Affiliate of the Depositor in determining which Certificates
are registered
in the name of an Affiliate of the Depositor.
Chase: JPMorgan Chase Bank, N.A., a national banking association,
or
its successor in interest.
Class: All
Certificates bearing the same Class designation as set forth
in Section 5.01 hereof.
Class IA-1 Certificate: Any Certificate designated as a "Class
IA-1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IA-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IA-1
Certificates.
Class IA-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IA-1
Pass-Through Rate on
the Class IA-1 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IA-1 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IA-1 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IA-1 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IA-1 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IA-1 Pass-Through Rate for the related Accrual Period.
Class IA-1 Margin:
____% per annum.
Class IA-1 Pass-Through Rate: For the first Distribution Date ___%
per
annum. As of any Distribution Date thereafter, the lesser of (i)
One-Month LIBOR
plus the Class IA-1 Margin and (ii) the Group I Net Rate.
Class IA-2 Certificate: Any Certificate designated as a "Class
IA-2
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
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Class IA-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IA-2
Certificates.
Class IA-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IA-2
Pass-Through Rate on
the Class IA-2 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IA-2 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IA-2 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IA-2 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IA-2 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IA-2 Pass-Through Rate for the related Accrual Period.
Class IA-2 Pass-Through Rate: _____% per annum.
Class IA-3 Certificate: Any Certificate designated as a "Class
IA-3
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IA-3 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IA-3
Certificates.
Class IA-3 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IA-3
Pass-Through Rate on
the Class IA-3 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IA-3 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IA-3 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IA-3 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IA-3 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IA-3 Pass-Through Rate for the related Accrual Period.
Class IA-3 Pass-Through Rate: _____% per annum.
Class IA-4 Certificate: Any Certificate designated as a "Class
IA-4
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IA-4
Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IA-4
Certificates.
-5-
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Class IA-4 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IA-4
Pass-Through Rate on
the Class IA-4 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IA-4 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IA-4 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IA-4 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IA-4 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IA-4 Pass-Through Rate for the related Accrual Period.
Class IA-4 Pass-Through Rate: _____% per annum.
Class IA-5 Certificate: Any Certificate designated as a "Class
IA-5
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IA-5 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IA-5
Certificates.
Class IA-5 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IA-5
Pass-Through Rate on
the Class IA-5 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IA-5 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IA-5 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IA-5 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IA-5 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IA-5 Pass-Through Rate for the related Accrual Period.
Class IA-5 Pass-Through Rate: The lesser of (i) _____% per annum
(or on
any Distribution Date after the Optional Termination Date for the
Group I
Certificates _____% per annum) and (ii) the Group I Net Rate.
Class IA-6 Certificate: Any Certificate designated as a "Class
IA-6
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IA-6 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IA-6
Certificates.
Class IA-6 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IA-6
Pass-Through Rate on
the Class IA-6 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IA-6 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
-6-
<PAGE>
Class IA-6 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IA-6 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IA-6 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IA-6 Pass-Through Rate for the related Accrual Period.
Class IA-6 Pass-Through Rate: _____% per annum.
Class IA-6 Principal Distribution Amount: As of any Distribution
Date
prior to the Distribution Date in [Month/Year], the principal to be
distributed
to the Class IA-6 Certificates equal to the product of (i) a
fraction, the
numerator of which is the Certificate Principal Balance of the
Class IA-6
Certificates immediately prior to such Distribution Date and the
denominator of
which is the Group I Class A Certificate Principal Balance
immediately prior to
such Distribution Date, (ii) the Group I Class A Principal
Distribution Amount
for such Distribution Date and (iii) the Class IA-6 PDA Factor for
such
Distribution Date. With respect to the Distribution Date in
[Month/Year] and
each Distribution Date thereafter until the Class IA-6 Certificate
Principal
Balance has been reduced to zero, the Class IA-6 Principal
Distribution Amount
will equal the Group I Class A Principal Distribution Amount for
such
Distribution Date.
Class IA-6 PDA Factor: As of any Distribution Date set forth below,
the
Percentage set forth across from such Distribution Date:
Distribution Date Occurring in
Percentage
------------------------------
----------
[Month/Year]- [Month/Year]....................___%
[Month/Year]- [Month/Year]....................___%
[Month/Year]- [Month/Year]....................___%
[Month/Year]- [Month/Year]....................___%
[Month/Year]- [Month/Year]....................___%
Class IIA-1 Certificate: Any Certificate designated as a "Class
IIA-1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IIA-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IIA-1
Certificates.
Class IIA-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IIA-1
Pass-Through Rate
on the Class IIA-1 Certificate Principal Balance as of the first
day of such
Accrual Period (after giving effect to all distributions of
principal made or
deemed to be made as of such first day) plus the interest portion
of any
previous distributions on such Class that is recovered as a
voidable preference
by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated
on such Distribution Date to the Class IIA-1 Certificates. For
purposes of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
-7-
<PAGE>
Class IIA-1 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IIA-1 Current Interest
with respect
to prior Distribution Dates (excluding any Class IIA-1 Interest
Carryover
Amount) over (b) the amount actually distributed to the Class IIA-1
Certificates
with respect to interest on such prior Distribution Dates and (ii)
interest on
such excess (to the extent permitted by applicable law) at the
Class IIA-1
Pass-Through Rate for the related Accrual Period.
Class IIA-1 Interest Carryover Amount: As of any Distribution Date,
the
sum of (A) if on such Distribution Date the Pass-Through Rate for
the Class
IIA-1 Certificates is based upon the Group II Available Funds Cap,
the excess of
(i) the amount of interest the Class IIA-1 Certificates would
otherwise be
entitled to receive on such Distribution Date had such rate been
calculated as
the sum of One-Month LIBOR and the applicable Class IIA-1 Margin
for such
Distribution Date, up to the Group II Weighted Maximum Rate Cap,
over (ii) the
amount of interest payable on the Class IIA-1 Certificates at the
Group II
Available Funds Cap for such Distribution Date and (B) the Class
IIA-1 Interest
Carryover Amount for all previous Distribution Dates not previously
paid
pursuant to Section 4.04(f)(vi), together with interest thereon at
a rate equal
to the sum of One-Month LIBOR and the applicable Class IIA-1 Margin
for such
Distribution Date.
Class IIA-1 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the Group II Certificates, ____% per
annum and, as
of any Distribution Date after such Optional Termination Date,
____% per annum.
Class IIA-1 Pass-Through Rate: For the first Distribution Date,
_____%
per annum. As of any Distribution Date thereafter, the least of (i)
One-Month
LIBOR plus the Class IIA-1 Margin, (ii) the Group II Weighted
Maximum Rate Cap
and (iii) the Group II Available Funds Cap for such Distribution
Date.
Class IIA-2 Certificate: Any Certificate designated as a "Class
IIA-2
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IIA-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IIA-2
Certificates.
Class IIA-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IIA-2
Pass-Through Rate
on the Class IIA-2 Certificate Principal Balance as of the first
day of such
Accrual Period (after giving effect to all distributions of
principal made or
deemed to be made as of such first day) plus the interest portion
of any
previous distributions on such Class that is recovered as a
voidable preference
by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated
on such Distribution Date to the Class IIA-2 Certificates. For
purposes of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IIA-2 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IIA-2 Current Interest
with respect
to prior Distribution Dates (excluding any Class IIA-2 Interest
Carryover
Amount) over (b) the amount actually distributed to the Class IIA-1
Certificates
with respect to interest on such prior Distribution Dates and (ii)
interest on
such excess (to the extent permitted by applicable law) at the
Class IIA-2
Pass-Through Rate for the related Accrual Period.
Class IIA-2 Interest Carryover Amount: As of any Distribution Date,
the
sum of (A) if on such Distribution Date the Pass-Through Rate for
the Class
IIA-2 Certificates is based upon the Group II Available Funds Cap,
the excess of
(i) the amount of interest the Class IIA-2 Certificates would
otherwise be
entitled to receive on such Distribution Date had such rate been
calculated as
the sum of One-Month LIBOR and the applicable Class IIA-2 Margin
for such
Distribution Date, up to the Group II Weighted Maximum Rate Cap,
over (ii) the
amount of interest payable on the Class IIA-2 Certificates at the
Group II
Available Funds Cap for such Distribution Date and (B) the Class
IIA-2 Interest
Carryover Amount for all previous Distribution Dates not previously
paid
pursuant to Section 4.04(f)(vi), together with interest thereon at
a rate equal
to the sum of One-Month LIBOR and the applicable Class IIA-1 Margin
for such
Distribution Date.
-8-
<PAGE>
Class IIA-2 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the Group II Certificates, ____% per
annum and, as
of any Distribution Date after such Optional Termination Date,
____% per annum.
Class IIA-2 Pass-Through Rate: For the first Distribution Date,
_____%
per annum. As of any Distribution Date thereafter, the least of (i)
One-Month
LIBOR plus the Class IIA-2 Margin, (ii) the Group II Weighted
Maximum Rate Cap
and (iii) the Group II Available Funds Cap for such Distribution
Date.
Class IB Applied Realized Loss Amount: As of any Distribution Date,
the
sum of all Applied Realized Loss Amounts with respect to the Group
I Mortgage
Loans which have been applied to the reduction of the Certificate
Principal
Balance of the Class IB Certificates.
Class IB Certificate: Any Certificate designated as a "Class IB
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IB Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IB
Certificates.
Class IB Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IB
Pass-Through Rate on
the Class IB Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IB Certificates. For purposes
of calculating
interest, principal distributions on a Distribution Date will be
deemed to have
been made on the first day of the Accrual Period in which such
Distribution Date
occurs.
Class IB Interest Carryforward Amount: As of any Distribution Date,
the
sum of (i) the excess of (a) the Class IB Current Interest with
respect to prior
Distribution Dates over (b) the amount actually distributed to the
Class IB
Certificates with respect to interest on such prior Distribution
Dates and (ii)
interest on such excess (to the extent permitted by applicable law)
at the Class
IB Pass- Through Rate for the related Accrual Period.
Class IB Pass-Through Rate: The lesser of (i) _____% per annum and
(ii)
the Group I Net Rate.
Class IB Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (i) the Class IB Applied Realized Loss Amount over (ii)
the sum of all
distributions in reduction of the Class IB Applied Realized Loss
Amount on all
previous Distribution Dates.
Class IIB Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss Amounts with respect to the
Group II
Mortgage Loans which have been applied to the reduction of the
Certificate
Principal Balance of the Class IIB Certificates.
Class IIB Certificate: Any Certificate designated as a "Class
IIB
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
-9-
<PAGE>
Class IIB Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IIB
Certificates.
Class IIB
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class IIB
Pass-Through Rate on
the Class IIB Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IIB Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IIB Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IIB Current Interest
with respect to
prior Distribution Dates (excluding any Class IIB Interest
Carryover Amount)
over (b) the amount actually distributed to the Class IIB
Certificates with
respect to interest on such prior Distribution Dates and (ii)
interest on such
excess (to the extent permitted by applicable law) at the Class IIB
Pass-Through
Rate for the related Accrual Period.
Class IIB Interest Carryover Amount: As of any Distribution Date,
the
sum of (A) if on such Distribution Date the Pass-Through Rate for
the Class IIB
Certificates is based upon the Group II Available Funds Cap, the
excess of (i)
the amount of interest the Class IIB Certificates would otherwise
be entitled to
receive on such Distribution Date had such rate been calculated as
the sum of
One-Month LIBOR and the applicable Class IIB Margin for such
Distribution Date,
up to the Group II Weighted Maximum Rate Cap, over (ii) the amount
of interest
payable on the Class IIB Certificates at the Group II Available
Funds Cap for
such Distribution Date and (B) the Class IIB Interest Carryover
Amount for all
previous Distribution Dates not previously paid pursuant to Section
4.04(f)(vi),
together with interest thereon at a rate equal to the sum of
One-Month LIBOR and
the applicable Class IIB Margin for such Distribution Date.
Class IIB Margin: For any Distribution Date up to and including
the
Optional Termination Date for the Group II Certificates, ____% per
annum and, as
of any Distribution Date after such Optional Termination Date,
____% per annum.
Class IIB Pass-Through Rate: For the first Distribution Date,
_____%
per annum. As of any Distribution Date thereafter, the least of (i)
One-Month
LIBOR plus the Class IIB Margin, (ii) the Group II Weighted Maximum
Rate Cap and
(iii) the Group II Available Funds Cap for such Distribution
Date.
Class IIB Unpaid Realized Loss Amount: As of any Distribution Date,
the
excess of (i) the Class IIB Applied Realized Loss Amount over (ii)
the sum of
all distributions in reduction of the Class IIB Applied Realized
Loss Amounts on
all previous Distribution Dates.
Class IM-1 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss Amounts with respect to the
Group I
Mortgage Loans which have been applied to the reduction of the
Certificate
Principal Balance of the Class IM-1 Certificates.
Class IM-1 Certificate: Any Certificate designated as a "Class
IM-1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IM-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IM-1
Certificates.
-10-
<PAGE>
Class IM-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IM-1
Pass-Through Rate on
the Class IM-1 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IM-1 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IM-1 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IM-1 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IM-1 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IM-1 Pass-Through Rate for the related Accrual Period.
Class IM-1 Pass-Through Rate: The lesser of (i) _____% per annum
and
(ii) the Group I Net Rate.
Class IM-1 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (i) the Class IM Applied Realized Loss Amount over
(ii) the sum of
all distributions in reduction of the Class IM-1 Applied Realized
Loss Amount on
all previous Distribution Dates.
Class IM-2 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss Amounts with respect to the
Group I
Mortgage Loans which have been applied to the reduction of the
Certificate
Principal Balance of the Class IM-2 Certificates.
Class IM-2 Certificate: Any Certificate designated as a "Class
IM-2
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IM-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IM-2
Certificates.
Class IM-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IM-2
Pass-Through Rate on
the Class IM-2 Certificate Principal Balance as of the first day of
such Accrual
Period (after giving effect to all distributions of principal made
or deemed to
be made as of such first day) plus the interest portion of any
previous
distributions on such Class that is recovered as a voidable
preference by a
trustee in bankruptcy, less any Non-Supported Interest Shortfall
allocated on
such Distribution Date to the Class IM-2 Certificates. For purposes
of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IM-2 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IM-2 Current Interest
with respect to
prior Distribution Dates over (b) the amount actually distributed
to the Class
IM-2 Certificates with respect to interest on such prior
Distribution Dates and
(ii) interest on such excess (to the extent permitted by applicable
law) at the
Class IM-2 Pass- Through Rate for the related Accrual Period.
Class IM-2 Pass-Through Rate: The lesser of (i) _____% per annum
and
(ii) the Group I Net Rate.
-11-
<PAGE>
Class IM-2 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (i) the Class IM-2 Applied Realized Loss Amount over
(ii) the sum
of all distributions in reduction of the Class IM-2 Applied
Realized Loss Amount
on all previous Distribution Dates.
Class IIM-1 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss Amounts with respect to the
Group II
Mortgage Loans which have been applied to the reduction of the
Certificate
Principal Balance of the Class IIM-1 Certificates.
Class IIM-1 Certificate: Any Certificate designated as a "Class
IIM-1
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IIM-1 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IIM-1
Certificates.
Class IIM-1 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IIM-1
Pass-Through Rate
on the Class IIM-1 Certificate Principal Balance as of the first
day of such
Accrual Period (after giving effect to all distributions of
principal made or
deemed to be made as of such first day) plus the interest portion
of any
previous distributions on such Class that is recovered as a
voidable preference
by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated
on such Distribution Date to the Class IIM-1 Certificates. For
purposes of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IIM-1 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IIM-1 Current Interest
with respect
to prior Distribution Dates (excluding any Class IIM-1 Interest
Carryover
Amount) over (b) the amount actually distributed to the Class IIM-1
Certificates
with respect to interest on such prior Distribution Dates and (ii)
interest on
such excess (to the extent permitted by applicable law) at the
Class IIM-1
Pass-Through Rate for the related Accrual Period.
Class IIM-1 Interest Carryover Amount: As of any Distribution Date,
the
sum of (A) if on such Distribution Date the Pass-Through Rate for
the Class
IIM-1 Certificates is based upon the Group II Available Funds Cap,
the excess of
(i) the amount of interest the Class IIM-1 Certificates would
otherwise be
entitled to receive on such Distribution Date had such rate been
calculated as
the sum of One-Month LIBOR and the applicable Class IIM-1 Margin
for such
Distribution Date, up to the Group II Weighted Maximum Rate Cap,
over (ii) the
amount of interest payable on the Class IIM-1 Certificates at the
Group II
Available Funds Cap for such Distribution Date and (B) the Class
IIM-1 Interest
Carryover Amount for all previous Distribution Dates not previously
paid
pursuant to Section 4.04(f)(vi), together with interest thereon at
a rate equal
to the sum of One-Month LIBOR and the applicable Class IIM-1 Margin
for such
Distribution Date.
Class IIM-1 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the Group II Certificates, ____% per
annum and, as
of any Distribution Date after such Optional Termination Date,
____% per annum.
Class IIM-1 Pass-Through Rate: For the first Distribution Date,
_____%
per annum. As of any Distribution Date thereafter, the least of (i)
One-Month
LIBOR plus the Class IIM-1 Margin, (ii) the Group II Weighted
Maximum Rate Cap
and (iii) the Group II Available Funds Cap for such Distribution
Date.
Class IIM-1 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (i) the Class IIM-1 Applied Realized Loss Amount over
(ii) the sum
of all distributions in reduction of the Class IIM-1 Applied
Realized Loss
Amounts on all previous Distribution Dates.
-12-
<PAGE>
Class IIM-2 Applied Realized Loss Amount: As of any Distribution
Date,
the sum of all Applied Realized Loss Amounts with respect to the
Group II
Mortgage Loans which have been applied to the reduction of the
Certificate
Principal Balance of the Class IIM-2 Certificates.
Class IIM-2 Certificate: Any Certificate designated as a "Class
IIM-2
Certificate" on the face thereof, in the form of Exhibit A hereto,
representing
the right to distributions as set forth herein.
Class IIM-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the
Class IIM-2
Certificates.
Class IIM-2 Current Interest: As of any Distribution Date, the
interest
accrued during the related Accrual Period at the Class IIM-2
Pass-Through Rate
on the Class IIM-2 Certificate Principal Balance as of the first
day of such
Accrual Period (after giving effect to all distributions of
principal made or
deemed to be made as of such first day) plus the interest portion
of any
previous distributions on such Class that is recovered as a
voidable preference
by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated
on such Distribution Date to the Class IIM-2 Certificates. For
purposes of
calculating interest, principal distributions on a Distribution
Date will be
deemed to have been made on the first day of the Accrual Period in
which such
Distribution Date occurs.
Class IIM-2 Interest Carryforward Amount: As of any Distribution
Date,
the sum of (i) the excess of (a) the Class IIM-2 Current Interest
with respect
to prior Distribution Dates (excluding any Class IIM-2 Interest
Carryover
Amount) over (b) the amount actually distributed to the Class IIM-2
Certificates
with respect to interest on such prior Distribution Dates and (ii)
interest on
such excess (to the extent permitted by applicable law) at the
Class IIM-2
Pass-Through Rate for the related Accrual Period.
Class IIM-2 Interest Carryover Amount: As of any Distribution Date,
the
sum of (A) if on such Distribution Date the Pass-Through Rate for
the Class
IIM-2 Certificates is based upon the Group II Available Funds Cap,
the excess of
(i) the amount of interest the Class IIM-2 Certificates would
otherwise be
entitled to receive on such Distribution Date had such rate been
calculated as
the sum of One-Month LIBOR and the applicable Class IIM-2 Margin
for such
Distribution Date, up to the Group II Weighted Maximum Rate Cap,
over (ii) the
amount of interest payable on the Class IIM-2 Certificates at the
Group II
Available Funds Cap for such Distribution Date and (B) the Class
IIM-2 Interest
Carryover Amount for all previous Distribution Dates not previously
paid
pursuant to Section 4.04(f)(vi), together with interest thereon at
a rate equal
to the sum of One-Month LIBOR and the applicable Class IIM-2 Margin
for such
Distribution Date.
Class IIM-2 Margin: As of any Distribution Date up to and including
the
Optional Termination Date for the Group II Certificates, ____% per
annum and, as
of any Distribution Date after such Optional Termination Date,
____% per annum.
Class IIM-2 Pass-Through Rate: For the first Distribution Date,
_____%
per annum. As of any Distribution Date thereafter, the least of (i)
One-Month
LIBOR plus the Class IIM-2 Margin, (ii) the Group II Weighted
Maximum Rate Cap
and (iii) the Group II Available Funds Cap for such Distribution
Date.
Class IIM-2 Unpaid Realized Loss Amount: As of any Distribution
Date,
the excess of (i) the Class IIM-2 Applied Realized Loss Amount over
(ii) the sum
of all distributions in reduction of the Class IIM-2 Applied
Realized Loss
Amounts on all previous Distribution Dates.
Class R Certificate: The Class R Certificate executed by the
Depositor
and authenticated by the Authenticating Agent in substantially the
form set
forth in Exhibit D.
-13-
<PAGE>
Closing Date: [Date].
Code: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
Collection Account: The separate Eligible Account created and
initially
maintained by the Servicer pursuant to Section 3.05(b) in the name
of the
Trustee for the benefit of the Certificateholders and designated
"[Trustee], as
trustee, in trust for registered holders of Chase Funding Mortgage
Loan
Asset-Backed Certificates, Series [ ]". Funds in the Collection
Account shall be
held in trust for the Certificateholders for the uses and purposes
set forth in
this Agreement.
Compensating Interest: With respect to any Mortgage Loan, an
amount
equal to the amount set forth in Section 4.02 hereof, to be applied
to the
interest portion of a Prepayment Interest Shortfall on such
Mortgage Loan
pursuant to Section 4.02 hereof.
Corporate Trust Office: The designated office of the Trustee in
the
State of New York where at any particular time its corporate trust
business with
respect to this Agreement shall be administered, which office at
the date of the
execution of this Agreement is located at 111 Wall Street, New
York, New York
10043.
Current Interest: Any of the Class IA-1 Current Interest, the
Class
IA-2 Current Interest, the Class IA-3 Current Interest, the Class
IA-4 Current
Interest, the Class IA-5 Current Interest, the Class IA-6 Current
Interest, the
Class IIA-1 Current Interest, the Class IIA-2 Current Interest, the
Class IB
Current Interest, the Class IIB Current Interest, the Class IM-1
Current
Interest, the Class IIM-1 Current Interest, the Class IM-2 Current
Interest or
the Class IIM-2 Current Interest.
Custodian: The custodian for the Mortgage Files appointed by
the
Trustee. The initial Custodian shall be Bank One Trust Company,
N.A.
Cut-off Date: With
respect to each Initial Mortgage Loan, [Date].
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close of business on the
calendar day
immediately preceding the Cut-off Date after application of all
payments of
principal due on or prior to the Cut-off Date, whether or not
received, and all
Principal Prepayments received prior to the Cut-off Date, but
without giving
effect to any installments of principal received in respect of Due
Dates on and
after the Cut-off Date.
Definitive Certificates: As defined in Section 5.06.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
by a
Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon
is not made pursuant to the terms of such Mortgage Loan by the
close of business
on the day such payment is scheduled to be due. A Mortgage Loan is
"30 days
delinquent" if such payment has not been received by the close of
business on
the corresponding day of the month immediately succeeding the month
in which
such payment was due, or, if there is no such corresponding day
(e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day
of such month), then on the last day of such immediately succeeding
month.
Similarly for "60 days delinquent," "90 days delinquent" and so
on.
Denomination: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Principal Balance of this
Certificate".
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<PAGE>
Depositor: Chase Funding, Inc., a New York corporation, or its
successor in interest.
Depository: The initial Depository shall be The Depository
Trust
Company ("DTC"), the nominee of which is Cede & Co., or any
other organization
registered as a "clearing agency" pursuant to Section 17A of the
Securities
Exchange Act of 1934, as amended. The Depository shall initially be
the
registered Holder of the Book-Entry Certificates. The Depository
shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform
Commercial Code of the State of New York.
Depository Agreement: With respect to Classes of Book-Entry
Certificates, the agreement among the Depositor, the Trustee and
the initial
Depository.
Depository Participant: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time a Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Designated Transaction: For Certificates transferred on or after
August
23, 2000, a transaction in which the assets underlying the
Certificates consist
of single-family residential, multi-family residential, home
equity,
manufactured housing and/or commercial mortgage obligations that
are secured by
single-family residential, multi-family residential, commercial
real property or
leasehold interests therein.
Determination Date: With respect to any Distribution Date, the 15th
day
of the month of such Distribution Date or, if such 15th day is not
a Business
Day, the immediately preceding Business Day.
Distribution Account: The separate Eligible Account created and
maintained by the Servicer pursuant to Section 3.05(d) in the name
of the
Trustee for the benefit of the Certificateholders and designated
"[Trustee], as
trustee, in trust for registered holders of Chase Funding Mortgage
Loan
Asset-Backed Certificates, Series [ ]". Funds in the Distribution
Account shall
be held in trust for the Certificateholders for the uses and
purposes set forth
in this Agreement.
Distribution Date: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if such 25th day is not a
Business Day,
the next succeeding Business Day, commencing in [Date].
Due Date: With respect to any Distribution Date and any Mortgage
Loan,
the day during the related Due Period on which a Scheduled Payment
is due.
Due Period: With respect to any Distribution Date, the period
beginning
on the second day of the calendar month preceding the calendar
month in which
such Distribution Date occurs (or, in the case of the first
Distribution Date,
beginning on the Cut-off Date) and ending on 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 bank which (a) has a
rating of at least
Baa3 or P-3 by Moody's and (b) is either Chase or the corporate
trust department
of a national bank or banking corporation which has a rating of at
least A-1 or
F1 by Fitch, or (iii) an account or accounts the deposits in which
are fully
insured by the FDIC, or (iv) an account or accounts, acceptable to
each Rating
Agency without reduction or withdrawal of the rating of any Class
of
Certificates, as evidenced in writing 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 Permitted 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, (v)
maintained at
an eligible institution whose commercial paper, short-term debt or
other
short-term deposits are rated at least A-1+ by S&P, (vi)
maintained with a
federal or state chartered depository institution the deposits in
which are
insured by the FDIC to the applicable limits and the short-term
unsecured debt
obligations of which (or, in the case of a depository institution
that is a
subsidiary of a holding company, the short-term unsecured debt
obligations of
such holding company) are rated A-1 by S&P or Prime-1 by
Moody's at the time any
deposits are held on deposit therein, or (vii) otherwise acceptable
to each
Rating Agency, as evidenced by a letter from each Rating
Agency.
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ERISA: The Employee Retirement Income Security Act of 1974,
including
any successor or amendatory provisions.
ERISA Restricted Certificate: The Class R Certificate and any
other
Certificate, unless such other Certificate shall have received a
rating from a
Rating Agency at the time of a transfer of such other Certificate
that is in one
of the three (or in the case of Designated Transactions, four)
highest generic
rating categories.
Event of Default: As
defined in Section 7.01 hereof.
Excess Proceeds: With respect to any Liquidated Loan, any
Liquidation
Proceeds that are in excess of the sum of (i) the unpaid principal
balance of
such Liquidated Loan as of the date of such liquidation plus (ii)
interest at
the Mortgage Rate from the Due Date as to which interest was last
paid or
advanced to Certificateholders (and not reimbursed to the Servicer)
up to the
Due Date in the month in which such Liquidation Proceeds are
required to be
distributed on the unpaid principal balance of such Liquidated Loan
outstanding
during each Due Period as to which such interest was not paid or
advanced.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: Freddie Mac, a corporate instrumentality of the United
States
created and existing under Title III of the Emergency Home Finance
Act of 1970,
as amended, or any successor thereto.
Fitch: Fitch, Inc.
FNMA: Fannie Mae, a federally chartered and privately owned
corporation
organized and existing under the Federal National Mortgage
Association Charter
Act, or any successor thereto.
Funding Period: The period beginning on the Closing Date and ending
on
the earlier of (a) the date on which the amount on deposit in the
Pre-Funding
Account is reduced to zero or (b) [Time], New York City time, on
[Date].
Gross Margin: The percentage set forth in the related Mortgage Note
for
each of the Mortgage Loans in Loan Group II which is to be added to
the
applicable index for use in determining the Mortgage Rate on each
Adjustment
Date, and which is set forth in the Mortgage Loan Schedule for each
of the Group
II Mortgage Loans.
Group I Certificate Principal Balance: For any date of
determination,
the sum of the Class IA-1 Certificate Principal Balance, the Class
IA-2
Certificate Principal Balance, the Class IA-3 Certificate Principal
Balance, the
Class IA-4 Certificate Principal Balance, the Class IA-5
Certificate Principal
Balance, the Class IA-6 Certificate Principal Balance, the Class
IM-1
Certificate Principal Balance, the Class IM-2 Certificate Principal
Balance and
the Class IB Certificate Principal Balance, in each case for such
date of
determination.
Group I Certificates: Any of the Class IA-1, Class IA-2, Class
IA-3,
Class IA-4, Class IA-5, Class IA-6, Class IM-1, Class IM-2 or Class
IB
Certificates.
Group I Class A Certificate Principal Balance: For any date of
determination, the sum of the Class IA-1 Certificate Principal
Balance, the
Class IA-2 Certificate Principal Balance, the Class IA-3
Certificate Principal
Balance, the Class IA-4 Certificate Principal Balance, the Class
IA-5
Certificate Principal Balance and the Class IA-6 Certificate
Principal Balance,
in each case for such date of determination.
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<PAGE>
Group I Class A Certificates: Any of the Class IA-1, Class IA-2,
Class
IA-3, Class IA-4, Class IA-5 or Class IA-6 Certificates.
Group I Class A Principal Distribution Amount: With respect to
any
Distribution Date (i) prior to the Group I Stepdown Date or any
Distribution
Date on which a Group I Trigger Event exists, 100% of the Group I
Principal
Distribution Amount for such Distribution Date and (ii) on or after
the Group I
Stepdown Date where a Group I Trigger Event does not exist, the
excess of (A)
the Group I Class A Certificate Principal Balance immediately prior
to such
Distribution Date over (B) the lesser of (i) 0% of the Stated
Principal Balance
of the Group I Mortgage Loans as of the end of the immediately
preceding Due
Period and (II) the excess of the Stated Principal Balance of the
Group I
Mortgage Loans as of the end of the immediately preceding Due
Period over
$_______; provided, however, that in no event will the Group I
Class A Principal
Distribution Amount with respect to any Distribution Date exceed
the Group I
Class A Certificate Principal Balance.
Group I Class B Principal Distribution Amount: With respect to
any
Distribution Date on or after the Group I Stepdown Date and as long
as a Group I
Trigger Event does not exist, the excess of (i) the sum of (A) the
Group I Class
A Certificate Principal Balance (after taking into account
distribution of the
Group I Class A Principal Distribution Amount on such Distribution
Date), (B)
the Class IM-1 Certificate Principal Balance (after taking into
account
distribution of the Group I Class IM-1 Distribution Amount on such
Distribution
Date), (C) the Class IM-2 Certificate Principal Balance (after
taking into
account distribution of the Group I Class IM-2 Principal
Distribution Amount for
such Distribution Date), and (D) the Class IB Certificate Principal
Balance
immediately prior to such Distribution Date over (ii) the lesser of
(A) ____% of
the Stated Principal Balance of the Group I Mortgage Loans as of
the end of the
immediately preceding Due Period and (B) the excess of the Stated
Principal
Balances of the Group I Mortgage Loans as of the end of the
immediately
preceding Due Period over $_______, provided, however, that after
the Group I
Class A Certificate Principal Balance, the Class IM-1 Certificate
Principal
Balance and the Class IM-2 Certificate Principal Balance has been
reduced to
zero, the Group I Class B Principal Distribution Amount for such
Distribution
Date will equal 100% of the Group I Principal Distribution Amount
for such
Distribution Date remaining after any distributions on such Class
A, Class M-1
and Class M-2 Certificates and provided, further, however, that in
no event will
the Group I Class B Principal Distribution Amount with respect to
any
Distribution Date exceed the Class IB Certificate Principal
Balance.
Group I Class IM-1 Principal Distribution Amount: With respect to
any
Distribution Date on or after the Group I Stepdown Date, 100% of
the Group I
Principal Distribution Amount for such Distribution Date if the
Group I Class A
Certificate Principal Balance has been reduced to zero and a Group
I Trigger
Event exists, or as long as a Group I Trigger Event does not exist,
the excess
of (i) the sum of (A) the Group I Class A Certificate Principal
Balance (after
taking into account distributions of the Group I Class A Principal
Distribution
Amount on such Distribution Date) and (B) the Class IM-1
Certificate Principal
Balance immediately prior to such Distribution Date over (ii) the
lesser of (A)
____% of the Stated Principal Balances of the Group I Mortgage
Loans as of the
end of the immediately preceding Due Period and (B) the excess of
the Stated
Principal Balances for the Group I Mortgage Loans as of the end of
the
immediately preceding Due Period over $_______. Notwithstanding the
foregoing,
(i) on any Distribution Date prior to the Stepdown Date on which
the Certificate
Principal Balance of each Class of Group I Class A Certificates has
been reduced
to zero, the Group I Class IM-1 Principal Distribution Amount will
equal the
lesser of (A) the outstanding Certificate Principal Balance of the
Class IM-1
Certificates and (B) 100% of the Group I Principal Distribution
Amount remaining
after any distributions on such Class A Certificates and (ii) in no
event will
the Group I Class IM-I Principal Distribution Amount with respect
to any
Distribution Date exceed the Class IM-1 Certificate Principal
Balance.
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<PAGE>
Group I Class IM-2 Principal Distribution Amount: With respect to
any
Distribution Date on or after the Group I Stepdown Date, 100% of
the Group I
Principal Distribution Amount for such Distribution Date if the
Group I Class A
Certificate Principal Balance and the Class IM-1 Certificate
Principal Balance
have been reduced to zero and a Group I Trigger Event exists, or as
long as a
Group I Trigger Event does not exist, the excess of (i) the sum of
(A) the Group
I Class A Certificate Principal Balance (after taking into account
distributions
of the Group I Class A Principal Distribution Amount on such
Distribution Date),
(B) the Class IM-1 Certificate Principal Balance (after taking into
account
distributions of the Group I Class IM-1 Principal Distribution
Amount on such
Distribution Date) and (C) the Class IM-2 Certificate Principal
Balance
immediately prior to such Distribution Date over (ii) the lesser of
(A) ____% of
the Stated Principal Balances of the Group I Mortgage Loans as of
the end of the
immediately preceding Due Period and (B) the excess of the Stated
Principal
Balances for the Group I Mortgage Loans as of the end of the
immediately
preceding Due Period over $_______. Notwithstanding the foregoing,
(i) on any
Distribution Date prior to the Stepdown Date on which the
Certificate Principal
Balance of each Class of Group I Class A Certificates and the Class
IM-1
Certificates has been reduced to zero, the Group I Class IM-2
Principal
Distribution Amount will equal the lesser of (A) the outstanding
Certificate
Principal Balance of the Class IM-2 Certificates and (B) 100% of
the Group I
Principal Distribution Amount remaining after any distributions on
such Class A
and Class M-1 Certificates and (ii) in no event will the Group I
Class IM-2
Principal Distribution Amount with respect to any Distribution Date
exceed the
Class IM-2 Certificate Principal Balance.
Group I Extra Principal Distribution Amount: With respect to
any
Distribution Date, an amount equal to (i) prior to the Group I
Stepdown Date,
the excess of (A) the sum of (I) the Group I Certificate Principal
Balance
(reduced by the Group I Principal Funds with respect to such
Distribution Date)
and (II) $_________ over (B) the Stated Principal Balance of the
Group I
Mortgage Loans plus the Pre-Funded Amount allocable to Loan Group I
as of such
Distribution Date and (ii) on and after the Group I Stepdown Date,
(A) the sum
of (I) the Group I Certificate Principal Balance and (II) the
greater of (x)
___% of the Stated Principal Balance of the Group I Mortgage Loans
as of the end
of the immediately preceding Due Period and (y) $_______ less (B)
the Stated
Principal Balance of the Group I Mortgage Loans as of the end of
the immediately
preceding Due Period, provided, however, that if on any
Distribution Date a
Group I Trigger Event is in effect, the Group I Extra Principal
Distribution
Amount will not be reduced to the percentage of the then current
Stated
Principal Balance of the Group I Mortgage Loans (and will remain
fixed at such
percentage of the then current Stated Principal Balance of the
Group I Mortgage
Loans as of the Due Date immediately prior to the occurrence of the
Group I
Trigger Event) until the next Distribution Date on which a Group I
Trigger Event
is not in effect. Notwithstanding the foregoing, the Group I Extra
Principal
Distribution Amount will equal zero with respect to each
Distribution Date up to
and including the Distribution Date in [Month/Year].
Group I Interest Funds: With respect to Group I Mortgage Loans and
any
Distribution Date, the sum, without duplication, of (i) all
scheduled interest
due during the related Due Period and received before the related
Servicer
Remittance Date or advanced on or before the related Servicer
Remittance Date
less the Servicing Fee with respect to the Group I Mortgage Loans,
(ii) all
Advances relating to interest with respect to the Group I Mortgage
Loans, (iii)
all Compensating Interest with respect to the Group I Mortgage
Loans, (iv)
Liquidation Proceeds with respect to the Group I Mortgage Loans (to
the extent
such Liquidation Proceeds relate to interest), (v) proceeds of any
purchase
pursuant to Sections 2.02, 2.03, 3.12 or 9.01 (to the extent such
proceeds
relate to interest), (vi) prepayment penalties and late payment
fees received
with respect to the Group I Mortgage Loans during the related
Prepayment Period,
and (vii) any amount withdrawn from the Capitalized Interest
Account allocable
to Loan Group I pursuant to Section 4.07 hereof, less all
Non-Recoverable
Advances with respect to the Group I Mortgage Loans relating to
interest
reimbursed during the related Due Period.
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<PAGE>
Group I Mortgage Loans: The pool of Mortgage Loans identified in
the
Mortgage Loan Schedule as having a Mortgage Rate which is fixed for
the life of
the related Mortgage, including any Mortgage Loans delivered in
replacement
thereof or pursuant to a Subsequent Transfer Instrument.
Group I Net Rate: With respect to any Distribution Date, the
weighted
average Net Mortgage Rate for Mortgage Loans in Loan Group I
(calculated based
upon the Stated Principal Balance of such Mortgage Loans as of the
preceding
Distribution Date) as of the related Due Date.
Group I Principal Distribution Amount: With respect to each
Distribution Date, the sum of (i) the Group I Principal Funds for
such
Distribution Date and (ii) any Group I Extra Principal Distribution
Amount for
such Distribution Date.
Group I Principal Funds: With respect to the Group I Mortgage Loans
and
any Distribution Date, the sum, without duplication, of (i) the
scheduled
principal due during the related Due Period and received before the
related
Servicer Remittance Date or Advanced on or before the related
Servicer
Remittance Date, (ii) prepayments collected in the related
Prepayment Period,
(iii) the Stated Principal Balance of each Mortgage Loan that was
purchased by
the Depositor or the Servicer during the related Prepayment Period
or in the
case of a purchase pursuant to Section 9.01, on the Business Day
prior to such
Distribution Date, (iv) the amount, if any, by which the aggregate
unpaid
principal balance of any Replacement Mortgage Loan is less than the
aggregate
unpaid principal balance of the related Deleted Mortgage Loans
delivered by the
Depositor in connection with a substitution of a Mortgage Loan
pursuant to
Section 2.03(c), (v) all Liquidation Proceeds collected during the
related Due
Period (to the extent such Liquidation Proceeds related to
principal), and (vi)
with respect to the Distribution Date in the month immediately
following the end
of the Funding Period, any amounts in the Pre-Funding Account
allocable to Loan
Group I after giving effect to the purchase of any Subsequent
Mortgage Loans,
less all Non-Recoverable Advances relating to principal with
respect to the
Group I Mortgage Loans and all Non-Recoverable Advances reimbursed
during the
related Due Period.
Group I Required Percentage: As of any Distribution Date following
a
Group I Stepdown Date, the quotient of (i) the excess of (A) the
Stated
Principal Balances of the Group I Mortgage Loans plus the
Pre-Funded Amount
allocable to Loan Group I as of such Distribution Date over (B) the
Certificate
Principal Balance of the most senior Class of Group I Certificates
outstanding,
prior to giving effect to distributions to be made on such
Distribution Date and
(ii) the Stated Principal Balance of the Group I Mortgage Loans as
of such
Distribution Date.
Group I Stepdown Date: The later to occur of (i) the Distribution
Date
in [Month/Year] or (ii) the first Distribution Date on which the
Group I Class A
Certificate Principal Balance (reduced by the Group I Principal
Funds with
respect to such Distribution Date) is less than or equal to ____%
of the Stated
Principal Balances of the Group I Mortgage Loans plus the
Pre-Funded Amount
allocable to Loan Group I, in each case, as of the Distribution
Date.
Group I Subordinated Certificates: The Class IM-1, Class IM-2 and
Class
IB Certificates.
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<PAGE>
Group I Trigger Event: With respect to the Group I Certificates
after
the Group I Stepdown Date, a Distribution Date on which the product
of (A) two
(2.0) and (B) the quotient of (i) the aggregate Stated Principal
Balance of all
Group I Mortgage Loans which are 60 or more days Delinquent
(including, for the
purposes of this calculation, Group I Mortgage Loans in foreclosure
and REO
Properties) and (ii) the Stated Principal Balance of the Group I
Mortgage Loans
plus the Pre-Funded Amount allocable to the Loan Group I, in each
case, as of
the preceding Servicer Advance Date, equals or exceeds the Group I
Required
Percentage.
Group II Available Funds Cap: As of any Distribution Date with
respect
to the Group II Certificates, a per annum rate equal to 12 times
the quotient of
(i) the sum of (A) the total scheduled interest on the Mortgage
Loans in Loan
Group II based on the Net Mortgage Rates on the related Due Date
and (B)(I) 100%
of the amount of funds then on deposit in the Capitalized Interest
Account
allocable to Loan Group II immediately prior to such Distribution
Date and (II)
with respect to the Distribution Date in [Date] and thereafter,
___% of the
amount in the Capitalized Interest Account allocable to Loan Group
II
immediately prior to such Distribution Date divided by (ii) the
aggregate
principal balance of the Group II Certificates as of the first day
of the
applicable Accrual Period.
Group II Certificates: Any of the Class IIA-1, Class IIA-2,
Class
IIM-1, Class IIM-2 and Class IIB Certificates.
Group II Certificate Principal Balance: For any date of
determination,
the sum of the Class IIA-1 Certificate Principal Balance, the Class
IIA-2
Certificate Principal Balance, the Class IIM-1 Certificate
Principal Balance,
the Class IIM-2 Certificate Principal Balance and the Class IIB
Certificate
Principal Balance, in each case as of such date of
determination.
Group II Class A Certificate Principal Balance: For any date of
determination, the sum of the Class IIA-1 Certificate Principal
Balance and the
Class IIA-2 Certificate Principal Balance.
Group II Class A Certificates: Any of the Class IIA-1 Certificates
or
Class IIA-2 Certificates.
Group II Class A Principal Distribution Amount: With respect to
any
Distribution Date (i) prior to the Group II Stepdown Date or any
Distribution
Date on which a Group II Trigger Event exists, 100% of the Group II
Principal
Distribution Amount for such Distribution Date and (ii) on or after
the Group II
Stepdown Date where a Group II Trigger Event does not exist, the
excess of (A)
the Group II Class A Certificate Principal Balance immediately
prior to such
Distribution Date over (B) the lesser of (i) ____% of the Stated
Principal
Balance of the Group II Mortgage Loans as of the end of the
immediately
preceding Due Period and (II) the excess of the Stated Principal
Balance of the
Group II Mortgage Loans as of the end of the immediately preceding
Due Period
over $_________; provided, however, that in no event will the Group
II Class A
Principal Distribution Amount with respect to any Distribution Date
exceed the
Group II Class A Certificate Principal Balance.
Group II Class B Principal Distribution Amount: With respect to
any
Distribution Date on or after the Group II Stepdown Date and as
long as a Group
II Trigger Event does not exist, the excess of (i) the sum of (A)
the Group II
Class A Certificate Principal Balance (after taking into account
distribution of
the Group II Class A Principal Distribution Amount on such
Distribution Date),
(B) the Class IIM-1 Certificate Principal Balance after taking into
account
distribution of the Group II Class IIM-1 Principal Distribution
Amount on such
Distribution Date), (C) the Class IIM-2 Certificate Principal
Balance (after
taking into account distribution of the Group II Class IIM-2
Principal
Distribution Amount for such Distribution Date), and (D) the Class
IIB
Certificate Principal Balance immediately prior to such
Distribution Date over
(ii) the lesser of (A) ____% of the Stated Principal Balance of the
Group II
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the
excess of the Stated Principal Balances of the Group II Mortgage
Loans as of the
end of the immediately preceding Due Period over $_________;
provided, however,
that after the Group II Class A Certificate Principal Balance, the
Class IIM-1
Certificate Principal Balance and the Class IIM-2 Certificate
Principal Balance
has been reduced to zero, the Group II Class B Principal
Distribution Amount for
such Distribution Date will equal 100% of the Group II Principal
Distribution
Amount for such Distribution Date remaining after any distributions
on such
Class A, Class M-1 and Class M-2 Certificates and provided,
further, however,
that in no event will the Group II Class B Principal Distribution
Amount with
respect to any Distribution Date exceed the Class IIB Certificate
Principal
Balance.
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<PAGE>
Group II Class IIM-1 Principal Distribution Amount: With respect to
any
Distribution Date on or after the Group II Stepdown Date, 100% of
the Group II
Principal Distribution Amount for such Distribution Date if the
Group II Class A
Certificate Principal Balance has been reduced to zero and a Group
II Trigger
Event exists, or as long as a Group II Trigger Event does not
exist, the excess
of (i) the sum of (A) the Group II Class A Certificate Principal
Balance (after
taking into account distributions of the Group II Class A Principal
Distribution
Amount on such Distribution Date) and (B) the Class IIM-1
Certificate Principal
Balance immediately prior to such Distribution Date over (ii) the
lesser of (A)
____% of the Stated Principal Balances of the Group II Mortgage
Loans as of the
end of the immediately preceding Due Period and (B) the excess of
the Stated
Principal Balances for the Group II Mortgage Loans as of the end of
the
immediately preceding Due Period over $_________. Notwithstanding
the foregoing,
(i) on any Distribution Date prior to the Stepdown Date on which
the Certificate
Principal Balance of each Class of Group II Class A Certificates
has been
reduced to zero, the Group II Class IIM-1 Principal Distribution
Amount will
equal the lesser of (A) the outstanding Certificate Principal
Balance of the
Class IIM-1 Certificates and (B) 100% of the Group II Principal
Distribution
Amount remaining after any distributions on such Class A
Certificates and (ii)
in no event will the Group II Class IIM-1 Principal Distribution
Amount with
respect to any Distribution Date exceed the Class IIM-1 Certificate
Principal
Balance.
Group II Class IIM-2 Principal Distribution Amount: With respect to
any
Distribution Date on or after the Group II Stepdown Date, 100% of
the Group II
Principal Distribution Amount for such Distribution Date if the
Group II Class A
Certificate Principal Balance and the Class IIM-1 Certificate
Principal Balance
have been reduced to zero and a Group II Trigger Event exists, or
as long as a
Group II Trigger Event does not exist, the excess of (i) the sum of
(A) the
Group II Class A Certificate Principal Balance (after taking into
account
distributions of the Group II Class A Principal Distribution Amount
on such
Distribution Date), (B) the Class IIM-1 Certificate Principal
Balance (after
taking into account distributions of the Group II Class IIM-1
Principal
Distribution Amount on such Distribution Date) and (C) the Class
IIM-2
Certificate Principal Balance immediately prior to such
Distribution Date over
(ii) the lesser of (A) ____% of the Stated Principal Balances of
the Group II
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the
excess of the Stated Principal Balances of the Group II Mortgage
Loans as of the
end of the immediately preceding Due Period over $_________.
Notwithstanding the
foregoing, (i) on any Distribution Date prior to the Stepdown Date
on which the
Certificate Principal Balance of each Class of Group II Class A
Certificates and
the Class IIM-1 Certificates has been reduced to zero, the Group II
Class IIM-2
Principal Distribution Amount will equal the lesser of (A) the
outstanding
Certificate Principal Balance of the Class IIM-2 Certificates and
(B) 100% of
the Group II Principal Distribution Amount remaining after any
distributions on
such Class A and Class M-1 Certificates and (ii) in no event will
the Group II
Class IIM-2 Principal Distribution Amount with respect to any
Distribution Date
exceed the Class IIM-2 Certificate Principal Balance.
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Group II Extra Principal Distribution Amount: With respect to
any
Distribution Date, an amount equal to (i) prior to the Group II
Stepdown Date,
the excess of (A) the sum of (I) the Group II Certificate Principal
Balance
(reduced by the Group II Principal Funds with respect to such
Distribution Date)
and (II) $_________ over (B) the Stated Principal Balance of the
Group II
Mortgage Loans plus the Pre-Funded Amount allocable to Loan Group
II, in each
case, as of such Distribution Date and (ii) on and after the Group
II Stepdown
Date, (A) the sum of (I) the Group II Certificate Principal Balance
and (II) the
greater of (x) ____% of the Stated Principal Balance of the Group
II Mortgage
Loans as of the end of the immediately preceding Due Period and (y)
$_________
less (B) the Stated Principal Balance of the Group II Mortgage
Loans as of the
end of the immediately preceding Due Period; provided, however,
that if on any
Distribution Date, a Group II Trigger Event is in effect, the Group
II Extra
Principal Distribution Amount will not be reduced to the percentage
of the then
current Stated Principal Balance of the Group II Mortgage Loans
(and will remain
fixed at such percentage of the then current Stated Principal
Balance of the
Group II Mortgage Loans as of the Due Date immediately prior to the
occurrence
of the Group II Trigger Event) until the next Distribution Date on
which a Group
II Trigger Event is not in effect. Notwithstanding the foregoing,
the Group II
Extra Principal Distribution Amount will equal zero with respect to
each
Distribution Date up to and including the Distribution Date in
[Month/Year].
Group II Interest Funds: With respect to Group II Mortgage Loans
and
any Distribution Date, the sum, without duplication, of (i) all
scheduled
interest due during the related Due Period and received before the
related
Servicer Remittance Date or advanced on or before the related
Servicer
Remittance Date less the Servicing Fee with respect to the Group II
Mortgage
Loans, (ii) all Advances relating to interest with respect to the
Group II
Mortgage Loans, (iii) all Compensating Interest with respect to the
Group II
Mortgage Loans, (iv) Liquidation Proceeds with respect to the Group
II Mortgage
Loans (to the extent such Liquidation Proceeds relate to interest),
(v) proceeds
of any purchase pursuant to Sections 2.02, 2.03, 3.12 or 9.01 (to
the extent
such proceeds relate to interest), (vi) prepayment penalties and
late payment
fees received with respect to the Group II Mortgage Loans during
the related
Prepayment Period, and (vi) any amount withdrawn from the
Capitalized Interest
Account allocable to Loan Group II pursuant to Section 4.07 hereof,
less all
Non-Recoverable Advances with respect to the Group II Mortgage
Loans relating to
interest reimbursed during the related Due Period.
Group II Mortgage Loans: The pool of Mortgage Loans identified in
the
Mortgage Loan Schedule as having a Mortgage Rate which is
adjustable, including
any Mortgage Loans delivered in replacement thereof or pursuant to
a Subsequent
Transfer Instrument.
Group IIA Mortgage Loan: The pool of Mortgage Loans identified in
the
Group IIA Mortgage Loan Schedule attached hereto as Exhibit F-1,
including any
Mortgage Loans delivered in replacement thereof or pursuant to a
Subsequent
Transfer Instrument.
Group IIB Mortgage Loan: The pool of Mortgage Loans identified in
the
Group IIA Mortgage Loan Schedule attached hereto as Exhibit F-2,
including any
Mortgage Loans delivered in replacement thereof or pursuant to a
Subsequent
Transfer Instrument.
Group II Net Rate: With respect to any Distribution Date, the
weighted
average Net Mortgage Rate for Mortgage Loans in Group II
(calculated based upon
the Stated Principal Balance of such Mortgage Loans as of the
preceding
Distribution Date) as of the related Due Date.
Group II Principal Distribution Amount: With respect to each
Distribution Date, the sum of (i) the Group II Principal Funds for
such
Distribution Date and (ii) any Group II Extra Principal
Distribution Amount for
such Distribution Date.
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Group II Principal Funds: With respect to the Group II Mortgage
Loans
and any Distribution Date, the sum, without duplication, of (i) the
scheduled
principal due during the related Due Period and received before the
related
Servicer Remittance Date or advanced on or before the related
Servicer
Remittance Date, (ii) prepayments collected in the related
Prepayment Period,
(iii) the Stated Principal Balance of each Mortgage Loan that was
purchased by
the Depositor or the Servicer during the related Prepayment Period
or, in the
case of a purchase pursuant to Section 9.01, on the Business Day
prior to such
Distribution Date, (iv) the amount, if any, by which the aggregate
unpaid
principal balance of any Replacement Mortgage Loan is less than the
aggregate
unpaid principal of the related Deleted Mortgage Loans delivered by
the
Depositor in connection with a substitution of a Mortgage Loan
pursuant to
Section 2.03(c), (v) all Liquidation Proceeds collected during the
related Due
Period (to the extent such Liquidation Proceeds related to
principal), and (vi)
with respect to the Distribution Date in the month immediately
following the end
of the Funding Period, any amounts in the Pre-Funding Account
allocable to Loan
Group II after giving effect to the purchase of any Subsequent
Mortgage Loans,
less all Non-Recoverable Advances relating to principal with
respect to the
Group II Mortgage Loans and all Non-Recoverable Advances reimbursed
during the
related Due Period.
Group II Required Percentage: As of any Distribution Date following
a
Group II Stepdown Date, the quotient of (i) the excess of (A) the
Stated
Principal Balances of the Group II Mortgage Loans, plus the
Pre-Funded Amount
allocable to Loan Group II as of such Distribution Date, over (B)
the
Certificate Principal Balance of the most senior Class of Group II
Certificates
outstanding, prior to giving effect to distributions to be made on
such
Distribution Date and (ii) the Stated Principal Balance of the
Group II Mortgage
Loans as of such Distribution Date.
Group II Stepdown Date: The later to occur of (i) the Distribution
Date
in [Month/Year] or (ii) the first Distribution Date on which (A)
the Group II
Class A Certificate Principal Balance (reduced by the Group II
Principal Funds
with respect to such Distribution Date) is less than or equal to
(B) ___% of the
Stated Principal Balances of the Group II Mortgage Loans plus the
Pre-Funded
Amount allocable to Loan Group II, in each case, as of such
Distribution Date.
Group II Subordinated Certificates: The Class IIM-1, Class IIM-2
and
Class IIB Certificates.
Group II Trigger Event: With respect to the Group II Certificates
after
the Group II Stepdown Date, a Distribution Date on which the
product of (A) two
and one-half (2.50) and (B) the quotient of (i) the aggregate
Stated Principal
Balance of all Group II Mortgage Loans which are 60 or more days
Delinquent
(including, for the purposes of this calculation, Group II Mortgage
Loans in
foreclosure and REO Properties) and (ii) the Stated Principal
Balance of the
Group II Mortgage Loans plus the Pre-Funded Amount allocable to
Loan Group II,
in each case, as of the preceding Servicer Advance Date, equals or
exceeds the
Group II Required Percentage.
Group II Weighted Maximum Rate Cap: As of any Distribution Date, a
rate
equal to (i) the weighted average of the Maximum Mortgage Rates on
the Group II
Mortgage Loans (calculated based upon the Stated Principal Balance
of such
Mortgage Loans as of the preceding Distribution Date) on such
Distribution Date
minus (ii) the Servicing Fee Rate.
Group IIA Principal Distribution Amount: As of any Distribution
Date,
the amount equal to the lesser of (i) the Certificate Principal
Balance of the
Class IIA-1 Certificates and (ii) the Group IIA Principal
Distribution
Percentage of the Group II Class A Principal Distribution Amount;
provided,
however, that (i) with respect to the Distribution Date on which
the Class IIA-2
Certificate Principal Balance is reduced to zero (so long as the
Class IIA-1
Certificates are outstanding), the Group IIB Principal Distribution
Percentage
of the Group II Class A Principal Distribution Amount in excess of
the amount
necessary to reduce the Certificate Principal Balance of the Class
IIA-2
Certificates to zero will be applied to increase the Group IIA
Principal
Distribution Amount and (ii) with respect to any Distribution Date
thereafter,
the Group IIA Principal Distribution Amount shall equal the Group
II Class A
Principal Distribution Amount.
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Group IIB Principal Distribution Amount: As of any Distribution
Date,
the amount equal to the lesser of (i) the Certificate Principal
Balance of the
Class IIA-2 Certificates and (ii) the Group IIB Principal
Distribution
Percentage of the Group II Class A Principal Distribution Amount;
provided,
however, that (i) with respect to the Distribution Date on which
the Class IIA-1
Certificate Principal Balance is reduced to zero (so long as the
Class IIA-2
Certificates are outstanding), the Group IIA Principal Distribution
Percentage
of the Group II Class A Principal Distribution Amount in excess of
the amount
necessary to reduce the Certificate Principal Balance of the Class
IIA-1
Certificates to zero will be applied to increase the Group IIB
Principal
Distribution Amount and (ii) with respect to any Distribution Date
thereafter,
the Group IIB Principal Distribution Amount shall equal the Group
II Class A
Principal Distribution Amount.
Group IIA Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Group II Principal Funds received with respect to
mortgage
loans in Group IIA, and the denominator of which is the full amount
of Group II
Principal Funds.
Group IIB Principal Distribution Percentage: With respect to
any
Distribution Date, a fraction expressed as a percentage, the
numerator of which
is the amount of Group II Principal Funds received with respect to
mortgage
loans in Group IIB, and the denominator of which is the full amount
of Group II
Principal Funds.
Initial Adjustment Date: As to any Mortgage Loan in Loan Group II,
the
first Adjustment Date following the origination of such Mortgage
Loan.
Initial Certificate Principal Balance: With respect to any
Certificate,
the Certificate Principal Balance of such Certificate or any
predecessor
Certificate on the Closing Date as set forth in Section 5.01
hereof.
Initial Mortgage Loan: Any of the Mortgage Loans identified on
the
Mortgage Loan Schedule as of the Closing Date, all of which were
included in the
Subsidiary REMIC, all of which shall be "qualified mortgages"
within the meaning
of Section 860G(a)(3)(A) of the Code.
Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate
in
effect prior to the Initial Adjustment Date.
Insurance Policy: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including all riders and
endorsements thereto
in effect with respect to such Mortgage Loan, including any
replacement policy
or policies for any insurance policies.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans
pursuant to any Insurance Policy or any other insurance policy
covering a
Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under
the Mortgage, the Servicer or the trustee under the deed of trust
and are not
applied to the restoration of the related Mortgaged Property or
released to the
Mortgagor in accordance with the procedures that the Servicer would
follow in
servicing mortgage loans held for its own account, in each case
other than any
amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to the Mortgage Loans.
Interest Carryforward Amount: Any of the Class IA-1 Interest
Carryforward Amount, the Class IA-2 Interest Carryforward Amount,
the Class IA-3
Interest Carryforward Amount, the Class IA-4 Interest Carryforward
Amount, the
Class IA-5 Interest Carryforward Amount, the Class IA-6 Interest
Carryforward
Amount, the Class IM-1 Interest Carryforward Amount, the Class IM-2
Interest
Carryforward Amount, the Class IB Interest Carryforward Amount, the
Class IIA-1
Interest Carryforward Amount, the Class IIA-2 Interest Carryforward
Amount, the
Class IIM-1 Interest Carryforward Amount, the Class IIM-2 Interest
Carryforward
Amount or the Class IIB Interest Carryforward Amount, as the case
may be.
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Interest Carryover Amount: Any of the Class IIA-1 Interest
Carryover
Amount, the Class IIA-2 Interest Carryover Amount, the Class IIM-1
Interest
Carryover Amount, the Class IIM-2 Interest Carryover Amount or the
Class IIB
Interest Carryover Amount, as the case may be.
Interest
Determination Date: With respect to the Group II Certificates
and the Class IA-1 Certificates, (i) for any Accrual Period other
than the first
Accrual Period, the second LIBOR Business Day preceding the
commencement of such
Accrual Period and (ii) for the first Accrual Period,
[Month/Year].
Latest Possible Maturity Date: The Distribution Date following
the
third anniversary of the scheduled maturity date of the Mortgage
Loan in the
Trust Fund having the latest scheduled maturity date as of the
Cut-off Date.
LIBOR Business Day: Any day on which banks in the City of
London,
England and New York City, U.S.A. are open and conducting
transactions in
foreign currency and exchange.
Liquidated Loan: With respect to any Distribution Date, a
defaulted
Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure,
foreclosure sale, trustee's sale or other realization as provided
by applicable
law governing the real property subject to the related Mortgage and
any security
agreements and as to which the Servicer has certified (in
accordance with
Section 3.12) in the related Prepayment Period that it has received
all amounts
it expects to receive in connection with such liquidation.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received
in connection with the partial or complete liquidation of Mortgage
Loans,
whether through trustee's sale, foreclosure sale, sale by the
Servicer pursuant
to this Agreement or otherwise or amounts received in connection
with any
condemnation or partial release of a Mortgaged Property and any
other proceeds
received in connection with an REO Property, less the sum of
related
unreimbursed Advances, Servicing Fees, Servicing Advances and any
other expenses
related to such Mortgage Loan.
Loan Group: Either of the Group I Mortgage Loans or the Group
II
Mortgage Loans.
Loan Group I: The
Group I Mortgage Loans.
Loan Group II: The
Group II Mortgage Loans.
Loan-to-Value Ratio: The fraction, expressed as a percentage,
the
numerator of which is the original principal balance of the related
Mortgage
Loan and the denominator of which is the lesser of (X) the
Appraised Value of
the related Mortgaged Property and (Y) the sales price of the
related Mortgaged
Property at the time of origination.
Master REMIC: As
described in the Preliminary Statement.
Maximum Mortgage Rate: With respect to each Group II Mortgage Loan,
the
maximum rate of interest set forth as such in the related Mortgage
Note.
Minimum Mortgage Rate: With respect to each Group II Mortgage Loan,
the
minimum rate of interest set forth as such in the related Mortgage
Note.
Monthly Statement: The statement delivered to the
Certificateholders
pursuant to Section 4.05.
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<PAGE>
Moody's: Moody's
Investors Service, Inc.
Mortgage: The mortgage, deed of trust or other instrument creating
a
first lien on or first priority ownership interest in an estate in
fee simple in
real property securing a Mortgage Note.
Mortgage: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional
documents delivered
to the Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Loans: Such of the Group I Mortgage Loans and Group II
Mortgage Loans transferred and assigned to the Trustee pursuant to
the
provisions hereof as from time to time are held as a part of the
Trust Fund
(including any REO Property), the mortgage loans so held being
identified in the
Mortgage Loan Schedule, notwithstanding foreclosure or other
acquisition of
title of the related Mortgaged Property. Any mortgage loan that was
intended by
the parties hereto to be transferred to the Trust Fund as indicated
by such
Mortgage Loan Schedule which is in fact not so transferred for any
reason shall
continue to be a Mortgage Loan hereunder until the Purchase Price
with respect
thereto has been paid to the Trust Fund.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to
time amended by the Trustee to reflect the deletion of Deleted
Mortgage Loans
and the addition of Replacement Mortgage Loans pursuant to the
provisions of
this Agreement and as supplemented by each schedule of Subsequent
Mortgage Loans
attached to a Subsequent Transfer Instrument) transferred to the
Trustee as part
of the Trust Fund and from time to time subject to this Agreement,
attached
hereto as Exhibit F, setting forth the following information with
respect to
each Mortgage Loan:
(i) the
loan number;
(ii) the
Appraised Value;
(iii) the unpaid
principal balance of the Mortgage Loan;
(iv) the Initial
Mortgage Rate;
(v)
the
maturity date and the months remaining before maturity date;
(vi) the
original principal balance;
(vii) the Cut-off Date
Principal Balance or Subsequent Cut-off Date
Principal Balance with respect to a Subsequent Mortgage Loan;
(viii) the first payment date of the Mortgage Loan;
(ix) the
Scheduled Payment in effect as of the Cut-off Date or
Subsequent Cut-off Date with respect to a Subsequent Mortgage
Loan;
(x) the
Loan-to-Value Ratio at origination;
(xi) a code
indicating whether the residential dwelling at the time
of origination was represented to be owner-occupied;
(xii) a code
indicating the property type;
(xiii) with respect to each Group II Mortgage Loan;
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<PAGE>
(a) the frequency of each Adjustment Date;
(b) the next Adjustment Date;
(c) the Maximum Mortgage Rate;
(d) the Minimum Mortgage Rate;
(e) the Mortgage Rate as of the Cut-off Date or Subsequent
Cut-off Date with respect to a Subsequent Mortgage Loan;
(f) the related Periodic Rate Cap;
(g) the Gross Margin; and
(xiv) location of the
related Mortgaged Property;
(xv) a code
indicating whether a prepayment penalty is applicable
and, if so, the term of such prepayment penalty; and
(xvi) the Credit Score
and date obtained.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a
Mortgage Loan
and all amendments, modifications and attachments thereto.
Mortgage Pool: The aggregate of the Mortgage Loans identified in
the
Mortgage Loan Schedule.
Mortgage Rate: The annual rate of interest borne by a Mortgage
Note
from time to time.
Mortgaged Property:
The underlying property securing a Mortgage Loan.
Mortgagor: The obligor
on a Mortgage Note.
MR Interest: The sole class of "residual interest" in the Master
REMIC.
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the then current Mortgage Rate less the
Servicing Fee Rate.
Non-Book-Entry Certificate: Any Certificate other than a
Book-Entry
Certificate.
Non-Recoverable Advance: Any portion of an Advance previously made
or
proposed to be made by the Servicer that, in the good faith
judgment of the
Servicer, will not or, in the case of a current delinquency, would
not, be
ultimately recoverable by the Servicer from the related Mortgagor,
related
Liquidation Proceeds or otherwise.
Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance
previously made or proposed to be made by the Servicer that, in the
good faith
judgment of the Servicer, will not be ultimately recoverable by the
Servicer
from the related Mortgagor, related Liquidation Proceeds or
otherwise.
Non-Supported Interest Shortfall: As defined in Section 4.02.
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Officer's Certificate: A certificate (i) signed by the Chairman of
the
Board, the Vice Chairman of the Board, the President, a vice
president (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor, the
Servicer (or any other officer customarily performing functions
similar to those
performed by any of the above designated officers and also to whom,
with respect
to a particular matter, such matter is referred because of such
officer's
knowledge of and familiarity with a particular subject) or (ii), if
provided for
in this Agreement, signed by a Servicing Officer, as the case may
be, and
delivered to the Depositor, the Servicer and the Trustee, as the
case may be, as
required by this Agreement.
One-Month LIBOR: With respect to any Accrual Period, the rate
determined by the Servicer on the related Interest Determination
Date on the
basis of (a) the offered rates for one-month United States dollar
deposits, as
such rates appear on Telerate page 3750, as of 11:00 a.m. (London
time) on such
Interest Determination Date or (b) if such rate does not appear on
Telerate Page
3750 as of 11:00 a.m. (London time), the offered rates of the
Reference Banks
for one-month United States dollar deposits, as such rates appear
on the Reuters
Screen LIBO Page, as of 11:00 a.m. (London time) on such Interest
Determination
Date. If One-Month LIBOR is determined pursuant to clause (b)
above, on each
Interest Determination Date, One-Month LIBOR for the related
Accrual Period will
be established by the Servicer as follows:
(i) If on such
Interest Determination Date two or more
Reference Banks provide such offered quotations, One-Month
LIBOR for the related Accrual Period shall be the
arithmetic mean of such offered quotations (rounded
upwards if necessary to the nearest whole multiple of
0.03125%).
(ii) If on such
Interest Determination Date fewer than two
Reference Banks provide such offered quotations, One-Month
LIBOR for the related Accrual Period shall be the higher
of (i) One-Month LIBOR as determined on the previous
Interest Determination Date and (ii) the Reserve Interest
Rate.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Depositor or the Servicer, reasonably acceptable to each
addressee of
such opinion; provided, however, that with respect to Section 6.04
or 10.01, or
the interpretation or application of the REMIC Provisions, such
counsel must (i)
in fact be independent of the Depositor and the Servicer, (ii) not
have any
direct financial interest in the Depositor or the Servicer or in
any affiliate
of either, and (iii) not be connected with the Depositor or the
Servicer as an
officer, employee, promoter, underwriter, trustee, partner,
director or person
performing similar functions.
Optional Termination:
The termination of either Loan Group hereunder
pursuant to the purchase of the Mortgage Loans pursuant to the last
sentence of
Section 9.01 hereof.
Optional Termination Amounts: With respect to either Loan Group,
the
Repurchase Price paid by the Servicer in connection with any
repurchase of all
of the Mortgage Loans in such Loan Group pursuant to Section
9.01.
Optional Termination Date: With respect to either Loan Group,
the
Distribution Date on which the aggregate Stated Principal Balance
of the
Mortgage Loans in such Loan Group is equal to or less than 10% of
the aggregate
Initial Certificate Principal Balance of the Certificates in such
Loan Group.
Original Mortgage Loan: The mortgage loan refinanced in connection
with
the origination of a Refinancing Mortgage Loan.
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<PAGE>
Original Pre-Funded Amount: The amount deposited by the Depositor
in
the Pre-Funding Account on the Closing Date, which amount is
$______________, of
which $_____________ is allocable to Loan Group I and
$______________ is
allocable to Loan Group II.
OTS: The Office of
Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and
authenticated under
this Agreement except: (i) Certificates theretofore canceled by the
Servicer or
delivered to the Servicer for cancellation; and (ii) Certificates
in exchange
for which or in lieu of which other Certificates have been executed
by the
Depositor and delivered by the Servicer pursuant to this
Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan
with a Stated Principal Balance greater than zero that was not the
subject of a
Principal Prepayment in full, and that did not become a Liquidated
Loan, prior
to the end of the related Due Period.
Ownership Interest: As to any Certificate, any ownership interest
in
such Certificate including any interest in such Certificate as the
Holder
thereof and any other interest therein, whether direct or indirect,
legal or
beneficial.
Pass-Through Rate: With respect to any Certificate, the interest
rate
borne by such Certificate.
Paying Agent: As
defined in Section 5.11 hereof.
Percentage Interest:
With respect to:
(i)
any Class, the percentage interest in the undivided
beneficial ownership interest in the related Certificate
Group evidenced by such Class which shall be equal to
the Class Certificate Principal Balance of such Class
divided by the Class Principal Balance of all Classes in
such Certificate Group; and
(ii) any
Certificate, the Percentage Interest evidenced
thereby of the related Class shall equal the percentage
obtained by dividing the Denomination of such
Certificate by the aggregate of the Denominations of all
Certificates of such Class; except that in the case of
the Class R Certificate, the Percentage Interest with
respect to such Certificate shown on the face of such
Certificate.
Periodic Rate Cap: As to each Group II Mortgage Loan and the
related
Mortgage Note, the provision therein that limits permissible
increases and
decreases in the Mortgage Rate on any Adjustment Date.
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;
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<PAGE>
(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.
Permitted Investments: At any time, any one or more of the
following
obligations and securities:
(i)
obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith
and credit of the United States;
(ii)
general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of each
Rating Agency rating the Certificates;
(iii) commercial
or finance company paper, other than
commercial or finance company paper issued by Chase or
any of its affiliates, which is then receiving the
highest commercial or finance company paper rating of
each such Rating Agency;
(iv)
certificates of deposit, demand or time deposits, or
bankers' acceptances (other than banker's acceptances
issued by Chase or any of its Affiliates) issued by any
depository institution or trust company incorporated
under the laws of the United States or of any state
thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that
the commercial paper and/or long term unsecured debt
obligations of such depository institution or trust
company are then rated one of the two highest long-term
and the highest short-term ratings of each such Rating
Agency for such securities;
(v)
demand or time deposits or certificates of deposit
issued by any bank or trust company or savings
institution to the extent that such deposits are fully
insured by the FDIC;
(vi)
guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation rated in the two
highest long-term or the highest short-term ratings of
each Rating Agency containing, at the time of the
issuance of such agreements, such terms and conditions
as will not result in the downgrading or withdrawal of
the rating then assigned to the Certificates by any such
Rating Agency as evidenced by a letter from each Rating
Agency;
(vii) repurchase
obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust
company (acting as principal) described in clause (v)
above;
(viii) securities
(other than stripped bonds, stripped coupons
or instruments sold at a purchase price in excess of
115% of the face amount thereof) bearing interest or
sold at a discount issued by any corporation, other than
Chase or any of its affiliates, incorporated under the
laws of the United States or any state thereof which, at
the time of such investment, have one of the two highest
long term ratings of each Rating Agency;
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(ix)
interests in any money market fund which at the date of
acquisition of the interests in such fund and throughout
the time such interests are held in such fund has the
highest applicable long term rating by each such Rating
Agency; and
(x)
short term investment funds sponsored by any trust
company or national banking association incorporated
under the laws of the United States or any state
thereof, other than Chase or any of its affiliates,
which on the date of acquisition has been rated by each
such Rating Agency in their respective highest
applicable rating category;
provided, that no such instrument shall be a Permitted Investment
if such
instrument (i) evidences the right to receive interest only
payments with
respect to the obligations underlying such instrument, (ii) is
purchased at a
premium or above par or (iii) is purchased at a deep discount;
provided,
further, that no such instrument shall be a Permitted Investment
(A) if such
instrument evidences principal and interest payments derived from
obligations
underlying such instrument and the interest 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, or (B) if it may be
redeemed at
a price below the purchase price (the foregoing clause (B) not to
apply to
investments in units of money market funds pursuant to clause (ix)
above); and
provided, further, that no amount beneficially owned by any REMIC
(including,
without limitation, any amounts collected by the Servicer but not
yet deposited
in the Collection Account) may be invested in investments (other
than money
market funds) treated as equity interests for Federal income tax
purposes,
unless the Servicer shall receive an Opinion of Counsel, at the
expense of the
party requesting that such investment be made, to the effect that
such
investment will not adversely affect the status of the Subsidiary
REMIC or the
Master REMIC as a REMIC under the Code or result in imposition of a
tax on the
Trust Fund. Permitted Investments that are subject to prepayment or
call may not
be purchased at a price in excess of par.
Permitted Transferee: Any Person other than (i) the United States,
any
State or political subdivision thereof, or any agency or
instrumentality of any
of the foregoing, (ii) a foreign government, International
Organization or any
agency or instrumentality of either of the foregoing, (iii) an
organization
(except certain farmers' cooperatives described in section 521 of
the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the
tax imposed
by section 511 of the Code on unrelated business taxable income) on
any excess
inclusions (as defined in section 860E(c)(1) of the Code) with
respect to any
Class R Certificate, (iv) rural electric and telephone cooperatives
described in
section 1381(a)(2)(C) of the Code, and (v) a Person that is not a
citizen or
resident of the United States, a corporation or partnership (or
other entity
treated as a corporation or partnership for United States federal
income tax
purposes) created or organized in or under the laws of the United
States or any
State thereof or the District of Columbia or an estate whose income
from sources
without the United States is includable in gross income for United
States
federal income tax purposes regardless of its connection with the
conduct of a
trade or business within the United States, or a trust if a court
within the
United States is able to exercise primary supervision over the
administration of
the trust and one or more United States persons have authority to
control all
substantial decisions of the trust, unless such Person has
furnished the
transferor, the Servicer and the Trustee with a duly completed
Internal Revenue
Service Form W-8ECI or applicable successor form. The terms "United
States,"
"State" and "International Organization" shall have the meanings
set forth in
section 7701 of the Code. A corporation will not be treated as
an
instrumentality of the United States or of any State thereof for
these purposes
if all of its activities are subject to tax and, with the exception
of the
Federal Home Loan Mortgage Corporation, a majority of its board of
directors is
not selected by such government unit.
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Person: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust, unincorporated
organization or
government, or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any Distribution Date, the sum
of
(i) the aggregate of the Stated Principal Balances, as of such
Distribution
Date, of the Mortgage Loans that were Outstanding Mortgage Loans as
of such date
and (ii) the Pre-Funded Amount.
Pre-Funded Amount: As of any date of determination and each Loan
Group,
the amount on deposit in the Pre-Funding Account (not including any
income or
gain on such amount) allocated to such Loan Group. The Pre-Funded
Amount
allocated to Loan Group II will be used to purchase Subsequent
Mortgage Loans
that conform to the criteria of either Group IIA Mortgage Loans or
Group IIB
Mortgage Loans approximately in proportion to the aggregate initial
principal
balance of the Group IIA Mortgage Loans or Group IIB Mortgage
Loans,
respectively.
Pre-Funding Account: The account established and maintained
pursuant to
Section 4.06.
Prepayment Assumption: A rate of prepayment, as described in
the
Prospectus Supplement in the definition of "Modeling Assumptions,"
relating to
the Certificates in a Certificate Group.
Prepayment Interest Shortfall: With respect to any Distribution
Date,
for each Mortgage Loan that was the subject of a partial Principal
Prepayment or
a Principal Prepayment in full (other than a Principal Prepayment
in full
resulting from the purchase of a Mortgage Loan pursuant to Section
2.02, 2.03,
3.12 or 9.01 hereof), the amount, if any, by which (i) one month's
interest at
the applicable Net Mortgage Rate on the Stated Principal Balance of
such
Mortgage Loan as of the preceding Distribution Date or in the case
of a partial
Principal Prepayment on the amount of such prepayment exceeds (ii)
the amount of
interest paid or collected in connection with such Principal
Prepayment.
Prepayment Period: As to any Distribution Date, the period
beginning
with the opening of business on the first day of the calendar month
preceding
the month in which such Distribution Date occurs and ending on the
close of
business on the last day of such month.
Principal Prepayment: Any Mortgagor payment or other recovery of
(or
proceeds with respect to) principal on a Mortgage Loan (including
Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03, 3.12 and 9.01
hereof) that
is received in advance of its scheduled Due Date and is not
accompanied by an
amount as to interest representing scheduled interest due on any
date or dates
in any month or months subsequent to the month of prepayment.
Partial Principal
Prepayments shall be applied by the Servicer in accordance with the
terms of the
related Mortgage Note.
Prospectus Supplement: The Prospectus Supplement dated [Date]
relating
to the public offering of the Group I Certificates and the Group
II
Certificates.
PUD: A Planned Unit
Development.
Purchase Price: With respect to any Mortgage Loan (x) required to
be
repurchased by the Seller, pursuant to Section 2.02 or, 2.03 hereof
or (y) that
the Servicer has a right to purchase pursuant to Section 3.12
hereof, an amount
equal to the sum of (i) 100% of the unpaid principal balance of the
Mortgage
Loan as of the date of such purchase together with any unreimbursed
Servicing
Advances and (ii) accrued interest thereon at the applicable Net
Mortgage Rate
from (a) the date through which interest was last paid by the
Mortgagor to (b)
the Due Date in the month in which the Purchase Price is to be
distributed to
Certificateholders.
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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 its successor is no longer in
existence,
"Rating Agency" shall be a nationally recognized statistical
rating
organization, or other comparable Person, designated by the
Depositor, notice of
which designation shall be given to the Trustee. References herein
to a given
rating category of a Rating Agency shall mean such rating category
without
giving effect to any modifiers.
Realized Loss: With respect to (i) a Liquidated Loan, the amount,
if
any, by which the Stated Principal Balance and accrued interest
thereon at 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 Loan or (ii) with
respect to a
Mortgage Loan which is not a Liquidated 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).
Record Date: With respect to any Distribution Date, the close
of
business on the last Business Day of the month preceding the month
in which the
applicable Distribution Date occurs.
Reference Banks: Any leading banks selected by the Servicer which
are
engaged in transactions in Eurodollar deposits in the international
Eurocurrency
market (i) with an established place of business in London,
England, (ii) whose
quotations appear on the Reuters Screen LIBO Page on the relevant
Interest
Determination Date and (iii) which have been designated as such by
the Servicer.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection
with the refinancing of an existing mortgage loan.
Regular Certificate: Any one of the Group I Certificates or the
Group
II Certificates.
REGULATION AB: Regulation AB promulgated under the Securities Act
and
the Exchange Act, as the same may be amended from time to time; and
all
references to any rule, item, section or subsection of, or
definition or term
contained in, Regulation AB mean such rule, item, section,
subsection,
definition or term, as the case may be, or any successor thereto,
in each case
as the same may be amended from time to time.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of section 860D of the Code. References herein to "the REMIC" shall
mean any of
(or, as the context requires, all of) the Subsidiary REMIC or the
Master REMIC
created hereunder.
REMIC Provisions: Provisions of the federal income tax law relating
to
real estate mortgage investment conduits, which appear at sections
860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and
proposed, temporary and final regulations and published rulings,
notices and
announcements promulgated thereunder, as the foregoing may be in
effect from
time to time as well as provisions of applicable state laws.
REO Property: A Mortgaged Property acquired by the Servicer
through
foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted
Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Depositor
for a Deleted Mortgage Loan, which must, on the date of such
substitution, as
confirmed in a Request for Release, substantially in the form of
Exhibit M, (i)
have a Stated Principal Balance, after deduction of the principal
portion of the
Scheduled Payment due in the month of substitution, not in excess
of, and not
less than 90% of the Stated Principal Balance of the Deleted
Mortgage Loan; (ii)
with respect to any Group I Mortgage Loan, have a Mortgage Rate not
less than or
no more than 1% per annum higher than the Mortgage Rate of the
Deleted Mortgage
Loan and, with respect to any Group II Mortgage Loan: (a) have a
Maximum
Mortgage Rate no more than 1% per annum higher or lower than the
Maximum
Mortgage Rate of the Deleted Mortgage Loan; (b) have a Minimum
Mortgage Rate no
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more than 1% per annum higher or lower than the Minimum Mortgage
Rate of the
Deleted Mortgage Loan; (c) have the same index and Periodic Rate
Cap as that of
the Deleted Mortgage Loan and a Gross Margin not more than 1% per
annum higher
or lower than that of the Deleted Mortgage Loan; (d) not permit
conversion of
the related Mortgage Rate to a fixed Mortgage Rate and (e)
currently be accruing
interest at a rate not more than 1% per annum higher or lower than
that of the
Deleted Mortgage Loan; (iii) have the same or higher credit
quality
characteristics than that of the Deleted Mortgage Loan; (iv) have
a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (v) have a
remaining term to maturity no greater than (and not more than one
year less
than) that of the Deleted Mortgage Loan; (vi) provide for a
prepayment charge on
terms substantially similar to those of the prepayment charge, if
any, of the
Deleted Mortgage Loan; (vii) have the same lien priority as the
Deleted Mortgage
Loan; (viii) constitute the same occupancy type as the Deleted
Mortgage Loan;
and (ix) comply with each representation and warranty set forth in
Section 2.03
hereof.
Repurchase Price: As
defined in Section 9.01.
Request for Release: The Request for Release of Documents submitted
by
the Servicer to the Trustee, substantially in the form of Exhibit M
hereto.
Required Insurance Policy: With respect to any Mortgage Loan,
any
insurance policy that is required to be maintained from time to
time under this
Agreement.
Reserve Interest Rate: With respect to any Interest Determination
Date
for the Group II Certificates and the Class IA-1 Certificates, the
rate per
annum that the Servicer determines to be (i) the arithmetic mean
(rounded
upwards if necessary to the nearest whole multiple of ______%) of
the one-month
United States dollar lending rates which New York City banks
selected by the
Servicer are quoting on the relevant Interest Determination Date to
the
principal London offices of leading banks in the London interbank
market or (ii)
in the event that the Servicer can determine no such arithmetic
mean, the lowest
one-month United States dollar lending rate which New York City
banks selected
by the Servicer are quoting on such Interest Determination Date to
leading
European banks.
Responsible Officer: When used with respect to the Trustee or
Servicer,
any Vice President, any Assistant Vice President, the Secretary,
any Assistant
Secretary, any Trust Officer or any other officer of the Trustee or
Servicer
customarily performing functions similar to those performed by any
of the above
designated officers and also to whom, with respect to a particular
matter, such
matter is referred because of such officer's knowledge of and
familiarity with
the particular subject.
Reuters Screen LIBO Page: The display designated as page "LIBO" on
the
Reuters Monitor Money Rates Service (or such other page as may
replace such LIBO
page on that service for the purpose of displaying London interbank
offered
rates of major banks.
S&P: Standard & Poor's Rating Services, a division of the
McGraw-Hill
Companies, Inc. or its successor in interest.
Sale Agreement: The Mortgage Loan Sale Agreement dated as of
[Date]
between the Depositor and the Seller.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due
on any Due Date allocable to principal and/or interest on such
Mortgage Loan.
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.
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Seller: [Chase Home Finance LLC, a Delaware limited liability
company,]
or its successor in interest.
Servicer: Chase, or its successor in interest.
Servicer Advance Date: As to any Distribution Date, the related
Servicer Remittance Date.
Servicer Remittance Date: With respect to any Distribution Date,
the
18th day of the month in which such Distribution Date occurs, or if
such 18th
day is not a Business Day, the Business Day immediately preceding
such 18th day.
Servicing Advances: All customary, reasonable and necessary "out
of
pocket" costs and expenses incurred in the performance by the
Servicer of its
servicing obligations hereunder, including, but not limited to, the
cost of (i)
the preservation, restoration and protection of a Mortgaged
Property, including
without limitation advances in respect of real estate taxes and
assessments,
(ii) any collection, enforcement or judicial proceedings, including
without
limitation foreclosures, collections and liquidations, (iii) the
conservation,
management, sale and liquidation of any REO Property and (iv)
compliance with
the obligations under Section 3.10.
Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an
amount equal to one month's interest at the Servicing Fee Rate on
the Stated
Principal Balance of such Mortgage Loan as of the preceding
Distribution Date
or, in the event of any payment of interest that accompanies a
Principal
Prepayment in full made by the Mortgagor, interest at the Servicing
Fee Rate on
the Stated Principal Balance of such Mortgage Loan as of the
preceding
Distribution Date for the period covered by such payment of
interest.
Servicing Fee Rate: With respect to each Mortgage Loan, ______%
per
annum.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name and facsimile signature appear on a list of servicing officers
furnished to
the Trustee by the Servicer on the Closing Date pursuant to this
Agreement, as
such lists 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
Extinguishments
of Liabilities.
SR Interest: The sole class of "residual interest" in the
Subsidiary
REMIC.
Startup Date: As
defined in Section 2.07 hereof.
Stated Principal Balance: With respect to any Mortgage Loan or
related
REO Property (i) as of the Cut-off Date (or Subsequent Cut-off Date
with respect
to Subsequent Mortgage Loans), the Cut-off Date Principal Balance
thereof (or
Subsequent Cut-off Date Principal Balance thereof with respect to
Subsequent
Mortgage Loans), and (ii) as of any Distribution Date, such Cut-off
Date
Principal Balance or Subsequent Cut-off Date Principal Balance, as
applicable,
minus the sum of (a) the principal portion of the Scheduled
Payments (x) due
with respect to such Mortgage Loan during each Due Period ending
prior to such
Distribution Date and (y) that were received by the Servicer as of
the close of
business on the Determination Date related to such Distribution
Date or with
respect to which Advances were made on each Servicer Advance Date
prior to such
Distribution Date and (b) all Principal Prepayments with respect to
such
Mortgage Loan received on or prior to the last day of the related
Prepayment
Period, and all Liquidation Proceeds to the extent applied by the
Servicer as
recoveries of principal in accordance with Section 3.12 with
respect to such
Mortgage Loan, that were received by the Servicer as of the close
of business on
the last day of the related Due Period. Notwithstanding the
foregoing, the
Stated Principal Balance of a Liquidated Loan shall be deemed to be
zero.
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Subsequent Cut-off Date Principal Balance: As to any Subsequent
Mortgage Loan, the unpaid principal balance thereof as of the close
of business
on the calendar day immediately preceding the Subsequent Cut-off
Date after
application of all payments of principal due on or prior to the
Subsequent
Cut-off Date, whether or not received, and all Principal
Prepayments received
prior to the Subsequent Cut-off Date, but without giving effect to
any
installments of principal received in respect of Due Dates on and
after the
Subsequent Cut-off Date.
Subsequent Cut-off Date: With respect to those Subsequent
Mortgage
Loans sold to the Trust Fund pursuant to a Subsequent Transfer
Instrument, the
first day of the month in which the related Subsequent Transfer
Date occurs.
Subsequent Mortgage Loan: A Mortgage Loan sold by the Depositor to
the
Trust Fund pursuant to Section 2.10, such Mortgage Loan and its
related Loan
Group being identified on the Mortgage Loan Schedule attached to a
Subsequent
Transfer Instrument, all of which shall be "qualified mortgages"
within the
meaning of Section 860G(a)(3)(A) of the Code.
Subsequent Mortgage Loan Purchase Agreement: The agreement between
the
Depositor and the Mortgage Loan Seller regarding the transfer of
the Subsequent
Mortgage Loans by the Seller to the Depositor.
Subsequent Transfer Date: With respect to each Subsequent
Transfer
Instrument, the date on which the related Subsequent Mortgage Loans
are sold to
the Trust Fund.
Subsequent Transfer Instrument: Each Subsequent Transfer
Instrument,
dated as of a Subsequent Transfer Date, executed by the Trustee and
the
Depositor substantially in the form of Exhibit N, by which
Subsequent Mortgage
Loans are sold to the Trust Fund.
Subservicing Agreement: As defined in Section 3.02(a).
Subsidiary REMIC: As
described in Section 2.07.
Subsidiary REMIC Interest: Any one of the Subsidiary REMIC
Regular
Interests or the SR Interest.
Subsidiary REMIC Regular Interest: Any one of the "regular
interests"
in the Subsidiary REMIC described in Section 2.07.
Substitution Adjustment Amount: The meaning ascribed to such
term
pursuant to Section 2.03(c).
Substitution Amount: With respect to any Mortgage Loan
substituted
pursuant to Section 2.03(c), the excess of (x) the principal
balance of the
Mortgage Loan that is substituted for, over (y) the principal
balance of the
related substitute Mortgage Loan, each balance being determined as
of the date
of substitution.
Tax Matters Person: The person designated as "tax matters person"
in
the manner provided under Treasury regulation Section 1.860F-4(d)
and temporary
Treasury regulation Section 301.6231(a)(7)-1T.
Transfer: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
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Trust Fund: The corpus of the trust (the "Chase Funding Trust,
Series
[ ]") created hereunder consisting of (i) the Mortgage Loans and
all interest
and principal received on or with respect thereto on and after the
Cut-off Date
to the extent not applied in computing the Cut-off Date Principal
Balance (or
Subsequent Cut-off Date Principal Balance, as applicable) thereof,
exclusive of
interest not required to be deposited in the Collection Account
pursuant to
Section 3.05(b)(ii); (ii) the Collection Account, the Certificate
Account, the
Distribution Account, the Capitalized Interest Account and the
Pre-Funding
Account and all amounts deposited therein pursuant to the
applicable provisions
of this Agreement; (iii) property that secured a Mortgage Loan and
has been
acquired by foreclosure, deed in lieu of foreclosure or otherwise;
(iv) the
mortgagee's rights under the Insurance Policies with respect to the
Mortgage
Loans; and (v) all proceeds of the conversion, voluntary or
involuntary, of any
of the foregoing into cash or other liquid property.
Trustee: [Trustee], a national banking association, not in its
individual capacity, but solely in its capacity as trustee for the
benefit of
the Certificateholders under this Agreement, and any successor
thereto, and any
corporation or national banking association resulting from or
surviving any
consolidation or merger to which it or its successors may be a
party and any
successor trustee as may from time to time be serving as successor
trustee
hereunder.
Voting Rights: The portion of the voting rights of all the
Certificates
that is allocated to any of the Certificates for purposes of the
voting
provisions hereunder. Voting Rights allocated to each Class of
Certificates
shall be allocated 95% to the Group I Certificates and Group II
Certificates,
and 5% to the Class R Certificates, with the allocation among the
Group I
Certificates and Group II Certificates to be in proportion to the
Class
Certificate Principal Balance of each Class relative to the Class
Certificate
Principal Balance of all other Classes. Voting Rights will be
allocated among
the Certificates of each such Class in accordance with their
respective
Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
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 assets
of the Trust Fund. Such assignment includes all interest and
principal received
on or with respect to the Initial Mortgage Loans on or after the
Cut-off Date
(other than Scheduled Payments due on the Initial Mortgage Loans on
or before
the Cut-off Date).
In connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee the following documents or
instruments with
respect to each Initial Mortgage Loan so assigned and the Depositor
shall, in
accordance with Section 2.10, deliver to, and deposit with, the
Trustee the
following documents or instruments with respect to each Subsequent
Mortgage
Loan:
(A) (I) The Original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II)
original
Consolidation, Extension and Modification Agreement (or a lost
note
affidavit (including a copy of the original Consolidation,
Extension
and Modification Agreement), in either case endorsed, "Pay to the
order
of [Trustee], as trustee, without recourse."
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(B) The original Mortgage (including all riders thereto) with
evidence of recording thereon, or a copy thereof certified by
the
public recording office in which such mortgage has been recorded
or, if
the original Mortgage has not been returned from the applicable
public
recording office, a true certified copy, certified by the Seller,
of
the original Mortgage together with a certificate of the Seller
certifying that the original Mortgage has been delivered for
recording
in the appropriate public recording office of the jurisdiction in
which
the Mortgaged Property is located.
(C) The original Assignment of Mortgage to "[Trustee], as
trustee," 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 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.
(D) The original policy of title insurance, including riders
and endorsements thereto, or if the policy has not yet been issued,
a
written commitment or interim binder or preliminary report of
title
issued by the title insurance or escrow company.
(E) 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.
(F) 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 a certificate of Seller certifying that 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.
(G) If the Mortgaged Note or Mortgage or any other material
document or instrument relating to the Mortgaged Loan has been
signed
by a person on behalf of the Mortgagor, the original power of
attorney
or other instrument that authorized and empowered such person to
sign
bearing evidence that such instrument has been recorded, if so
required
in the appropriate jurisdiction where the Mortgaged Property is
located
(or, in lieu thereof, a duplicate or conformed copy of such
instrument,
together with a certificate of receipt from the recording
office,
certifying
that such copy represents a true and complete copy of the
original and that such original has been or is currently submitted
to
be recorded in the appropriate governmental recording office of
the
jurisdiction where the Mortgaged Property is located), or if
the
original power of attorney or other such instrument has been
delivered
for recording in the appropriate public recording office of the
jurisdiction in which the Mortgaged Property is located.
If in connection with any Mortgage Loan the Depositor cannot
deliver
the Mortgage, Assignments of Mortgage or assumption, consolidation
or
modification, 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, as the
case may be,
has been delivered for recordation, the Depositor shall deliver or
cause to be
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delivered to the Trustee written notice stating that such Mortgage,
Assignments
of Mortgage or assumption, consolidation or modification, 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, as the case may be, with evidence of recording
indicated thereon
upon receipt thereof from the public recording office.
With respect to any Mortgage Loans as to which the related
Mortgaged
Property is located in the State of 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 Mortgage Loans as to which the
related
Mortgaged Property is located outside the State of Florida, the
Servicer shall
not be obligated to cause to be recorded the Assignment of Mortgage
referred to
in this Section 2.01. While each Assignment of Mortgage to be
recorded is being
recorded, the Servicer shall deliver to the Trustee a photocopy of
such
document. If any such Assignment of Mortgage is returned unrecorded
to the
Servicer because of any defect therein, the Servicer shall cause
such defect to
be cured and such document to be recorded in accordance with this
paragraph. The
Depositor shall deliver or cause to be delivered each original
recorded
Assignment of Mortgage and intermediate assignment to the Trustee
within 270
days of the Closing Date (or Subsequent Transfer Date, with respect
to
Subsequent Mortgage Loans) 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 office for recordation, but has
not been
returned solely because of a delay caused by such recording office.
In any
event, the Depositor shall use all reasonable efforts to cause each
such
document with evidence of recording thereon to be delivered to the
Trustee
within 300 days of the Closing Date (or Subsequent Transfer Date,
with respect
to Subsequent Mortgage Loans).
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, for the
benefit of the Trustee as the owner thereof, and the 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 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.
It is the intention of this Agreement that the conveyance of
the
Depositor's right, title and interest in and to the Trust Fund
pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a
conveyance
of Mortgage Loans from the Seller to the Depositor is characterized
as a pledge
and not a sale, then the Depositor shall be deemed to have
transferred to the
Trustee all of the Depositor's right, title and interest in, to and
under the
obligations of the Seller deemed to be secured by said pledge; and
it is the
intention of this Agreement that the Depositor shall also be deemed
to have
granted to the Trustee a first priority security interest in all of
the
Depositor's right, title, and interest in, to and under the
obligations of the
Seller to the Depositor deemed to be secured by said pledge and
that the Trustee
shall be deemed to be an independent custodian for purposes of
perfection of the
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security interest granted to the Depositor. If the conveyance of
the Mortgage
Loans from the Depositor to the Trustee is characterized as a
pledge, it is the
intention of this Agreement that this Agreement shall constitute a
security
agreement under applicable law, and that the Depositor shall be
deemed to have
granted to the Trustee a first priority security interest in all of
the
Depositor's right, title and interest in, to and under the Mortgage
Loans, all
payments of principal of or interest on such Mortgage Loans, all
other rights
relating to and payments made in respect of the Trust Fund, and all
proceeds of
any thereof. If the trust created by this Agreement terminates
prior to the
satisfaction of the claims of any Person in any Certificates, the
security
interest created hereby shall continue in full force and effect and
the Trustee
shall be deemed to be the collateral agent for the benefit of such
Person.
In addition to the conveyance made in the first paragraph of
this
Section 2.01, the Depositor does hereby convey, assign and set over
to the
Trustee for the benefit of the Certificateholders all of its right,
title and
interest in those representations and warranties of the Seller
contained in the
Sale Agreement and the benefit of the repurchase obligations and
the obligation
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.
SECTION 2.02. Acceptance by Trustee of the Mortgage Loans
Except as set forth in the Exception Report delivered
contemporaneously
herewith (the "Exception Report"), the Trustee acknowledges receipt
of the
Mortgage Note for each Mortgage Loan and delivery of a Mortgage
File (but does
not acknowledge receipt of all documents required to be included in
such
Mortgage File) with respect to each Mortgage Loan and declares that
it holds and
will hold such documents and any other documents constituting a
part of the
Mortgage Files delivered to it in trust for the use and benefit of
all present
and future Certificateholders. The Depositor will cause the Seller
to repurchase
any Mortgage Loan 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 (or Subsequent Transfer Date, with respect
to
Subsequent Mortgage Loans).
The Trustee agrees, for the benefit of Certificateholders, to
review
each Mortgage File delivered to it within 270 days after the
Closing Date (or
Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans) 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 F that have been conveyed to it. If the Trustee finds any
document or
documents constituting a part of a Mortgage File to be missing or
defective
(that is, mutilated, damaged, defaced or unexecuted) in any
material respect,
the Trustee shall promptly (and in any event within no more than
five Business
Days) after such finding so notify the Servicer, the Seller and the
Depositor.
In addition, the Trustee shall also notify the Servicer, the Seller
and the
Depositor, if (a) in examining the Mortgage Files, the
documentation shows on
its face (i) any adverse claim, lien or encumbrance, (ii) that any
Mortgage Note
was overdue or had been dishonored, (iii) any evidence on the face
of any
Mortgage Note or Mortgage of any security interest or other right
or interest
therein, or (iv) any defense against or claim to the Mortgage Note
by any party
or (b) the original Mortgage with evidence of recording thereon
with respect to
a Mortgage Loan is not received within 270 days of the Closing Date
(or
Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans). The
Trustee shall request that the Seller correct or cure such
omission, defect or
other irregularity, or substitute a Mortgage Loan pursuant to the
provisions of
Section 2.03(c), within 90 days from the date the Seller was
notified of such
omission or defect and, if the Seller does not correct or cure such
omission or
defect within such period, that the Seller purchase such Mortgage
Loan from the
Trustee within 90 days from the date the Trustee notified the
Seller of such
omission, defect or other irregularity at the Purchase Price of
such Mortgage
Loan. The Purchase Price 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
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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 the Trustee shall not solicit any such Mortgagor for the
purpose of
refinancing the related Mortgage Loan. It is understood and agreed
that all
rights and benefits relating to the solicitation of any Mortgagors
and the
attendant rights, title and interest in and to the list of
Mortgagors and data
relating to their Mortgages shall be retained by the Servicer.
Within 280 days of the Closing Date (or Subsequent Transfer Date,
with
respect to Subsequent Mortgage Loans), the Trustee shall deliver to
the
Depositor and the Servicer the Trustee's Certification,
substantially in the
form of Exhibit H attached hereto, setting forth the status of the
Mortgage
Files as of such date.
SECTION 2.03. Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents and warrants to the
Servicer and the Trustee as follows, as of the date hereof:
(i) The Depositor is duly organized and is validly
existing as a corporation in good standing under the laws of the
State of New
York and has full power and authority (corporate and other)
necessary to own or
hold its properties and to conduct its business as now conducted by
it and to
enter into and perform its obligations under this Agreement.
(ii) The Depositor has the full corporate power and
authority to execute, deliver and perform, and to enter into and
consummate the
transactions contemplated by, this Agreement and has duly
authorized, by all
necessary corporate action on its part, the execution, delivery and
performance
of this Agreement; and this Agreement, assuming the due
authorization, execution
and delivery hereof by the other parties hereto, constitutes a
legal, valid and
binding obligation of the Depositor, enforceable against the
Depositor in
accordance with its terms, subject, as to enforceability, to (i)
bankruptcy,
insolvency, reorganization, moratorium and other similar laws
affecting
creditors' rights generally and (ii) general principles of equity,
regardless of
whether enforcement is sought in a proceeding in equity or at
law.
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<PAGE>
(iii) The execution and delivery of this Agreement by
the Depositor, the consummation of the transactions contemplated by
this
Agreement, and the fulfillment of or compliance with the terms
hereof are in the
ordinary course of business of the Depositor and will not (A)
result in a
material breach of any term or provision of the charter or by-laws
of the
Depositor or (B) materially conflict with, result in a violation or
acceleration
of, or result in a material default under, the terms of any other
material
agreement or instrument to which the Depositor is a party or by
which it may be
bound or (C) constitute a material violation of any statute, order
or regulation
applicable to the Depositor of any court, regulatory body,
administrative agency
or governmental body having jurisdiction over the Depositor; and
the Depositor
is not in breach or violation of any material indenture or other
material
agreement or instrument, or in violation of any statute, order or
regulation of
any court, regulatory body, administrative agency or governmental
body having
jurisdiction over it which breach or violation may materially
impair the
Depositor's ability to perform or meet any of its obligations under
this
Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's knowledge, threatened, against the Depositor that would
materially
and adversely affect the execution, delivery or enforceability of
this Agreement
or the ability of the Depositor to perform its obligations under
this Agreement
in accordance with the terms hereof.
(v) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery
and performance by the Depositor of, or compliance by the Depositor
with, this
Agreement or the consummation of the transactions contemplated
hereby, or if any
such consent, approval, authorization or order is required, the
Depositor has
obtained the same. The Depositor hereby represents and warrants to
the Trustee
with respect to each Mortgage Loan as of the Closing Date, and
following the
transfer of the Mortgage Loans to it by the Seller, the Depositor
had good title
to the Mortgage Loans and the Mortgage Notes were subject to no
offsets, claims,
defenses or counterclaims.
(vi) The Depositor hereby represents and warrants to
the Trustee for the benefit of the Certificateholders that on the
Closing Date
it has entered into the Sale Agreement with the Seller, that the
Seller has made
the following representations and warranties with respect to each
Mortgage Loan
in such Sale Agreement as of the Closing Date, which
representations and
warranties run to and are for the 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.
(1) The
Seller is an approved seller of conventional mortgage loans
for FNMA or FHLMC and is a mortgagee approved by the Secretary
of Housing and Urban Development pursuant to sections 203 and
211 of the National Housing Act.
(2) The
information set forth on the Mortgage Loan Schedule is true
and correct in all material respects as of the Closing Date.
(3) The
Seller will treat the transfer of the Mortgage Loans to the
Depositor as a sale of the Mortgage Loans for all accounting
and
tax purposes.
(4) No
Initial Mortgage Loan is more than 59 days Delinquent in
payment of principal and interest, and no more than 1.5% of the
Mortgage Loans are 30-59 days Delinquent in the payment of
principal and interest.
(5) Of the
Initial Mortgage Loans, no Group I Mortgage Loan had a
Loan-to-Value Ratio at origination in excess of 95.00% and no
Group II Mortgage Loan had a Loan-to-Value Ratio at origination
in excess of 95.00%.
(6) Each
Mortgage is a valid and enforceable first lien on the
Mortgaged Property subject only to (a) the lien of
non-delinquent real property taxes and assessments not yet due
and payable, (b) covenants, conditions and restrictions, rights
of way, easements and other matters of public record as of the
date of recording of such Mortgage, such exceptions appearing
of
record being acceptable to mortgage lending institutions
generally, specifically referred to in the lender's title
insurance policy referred to in (14) below or referred to or
otherwise considered in the appraisal made in connection with
the origination of the related Mortgage Loan, and (c) other
matters to which like properties are commonly subject that do
not materially interfere with the benefits of the security
intended to be provided by such Mortgage.
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(7)
Immediately prior to the assignment of the Mortgage Loans to
the
Depositor, the Seller had good title to, and was the sole owner
of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest and had full right and
authority, subject to no interest or participation of, or
agreement with, any other party, to sell and assign the same
pursuant to this Agreement.
(8) There
is no delinquent tax or assessment lien against any
Mortgaged Property.
(9) There
is no valid offset, claim, defense or counterclaim to any
Mortgage Note or Mortgage, including the obligation of the
Mortgagor to pay the unpaid principal of or interest on such
Mortgage Note.
(10) There are
no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property that are or may be a
lien prior to, or equal with, the lien of such Mortgage, except
those that are insured against by the title insurance policy
referred to in item (14) below.
(11) As of the
Closing Date, to the best of the Seller's knowledge,
each Mortgaged Property is undamaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty
so as to affect adversely the value of the Mortgaged Property
as
security for the Mortgage Loan or the use for which the
premises
were intended.
(12) Each
Mortgage Loan at origination complied in all material
respects with applicable state and federal laws, including,
without limitation, usury, equal credit opportunity, real
estate
settlement procedures, truth-in-lending and disclosure laws and
laws governing prepayment penalties, and consummation of the
transactions contemplated hereby will not involve the violation
of any such laws.
(13) As of the
Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage Loan in any material
respect including as to prepayment penalties (except that a
Mortgage Loan may have been modified by a written instrument
that has been recorded or submitted for recordation, if
necessary, to protect the interests of the Certificateholders
and the original or a copy of which has been delivered to the
Trustee and is reflected in the Mortgage Loan Schedule);
satisfied, canceled or subordinated such Mortgage Loan in whole
or in part; released the related Mortgaged Property in whole or
in part from the lien of such Mortgage Loan; or executed any
instrument of release, cancellation, modification (except as
expressly permitted above) or satisfaction with respect
thereto.
(14) A lender's
policy of title insurance together with a condominium
endorsement and extended coverage endorsement, if applicable
(subject to exceptions acceptable in the industry, including
exceptions with respect to surveys and endorsements), in an
amount at least equal to the Cut-off Date Principal Balance of
each such Mortgage Loan or a commitment (binder) to issue the
same was effective on the date of the origination of each
Mortgage Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title
insurer qualified to do business in the jurisdiction where the
related Mortgaged Property is located and acceptable to FNMA or
FHLMC and is in a form acceptable to FNMA or FHLMC, which
policy
insures the Seller and successor owners of indebtedness secured
by the related insured Mortgage, as to the first priority lien,
of the related Mortgage subject to the exceptions set forth in
paragraph (6) above; to the best of the Seller's knowledge, no
claims have been made under such mortgage title insurance
policy
and no prior holder of the related Mortgage, including the
Seller, has done, by act or omission, anything that would
impair
the coverage of such mortgage title insurance policy.
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(15) To the best
of the Seller's knowledge, as of the date of
origination all of the improvements that were included for the
purpose of
determining the Appraised Value of the Mortgaged
Property lie wholly within the boundaries and building
restriction lines of such property, and no improvements on
adjoining properties encroach upon the Mortgaged Property.
(16) To the best
of the Seller's knowledge, as of the date of
origination no improvement located on or being part of the
Mortgaged Property is in violation of any applicable zoning law
or regulation. To the best of the Seller's knowledge, as of the
date of origination all inspections, licenses and certificates
required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities,
unless the lack thereof would not have a material adverse
effect
on the value of such Mortgaged Property, and the Mortgaged
Property is lawfully occupied under applicable law.
(17) The
Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker
thereof,
enforceable (including as to any prepayment penalty) in
accordance with its terms and under applicable law, except that
(a) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally and (b) the remedy of
specific performance and injunctive and other forms of
equitable
relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor
may
be brought. To the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to
execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage have
been duly and properly executed by such
parties.
(18) The
proceeds of the Mortgage Loan have been fully disbursed,
there is no requirement for future advances thereunder and
completion of
any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied
with. All costs, fees and expenses incurred in making, or
closing or recording the Mortgage Loans were paid.
(19) The related
Mortgage contains customary and enforceable
provisions that render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged
Property of the benefits of the security, including, (i) in the
case of a Mortgage designated as a deed of trust, by trustee's
sale, and (ii) otherwise by judicial foreclosure.
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(20) With
respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is
named in such Mortgage, and no fees or expenses are or will
become payable by the Certificateholders to the trustee under
the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor.
(21) There exist
no deficiencies with respect to escrow deposits and
payments, if such are required, for which customary
arrangements
for repayment thereof have not been made, and no escrow
deposits
or payments of other charges or payments due the Seller have
been capitalized under the Mortgage or the related Mortgage
Note.
(22) The
origination and underwriting practices used by the Seller
with respect to each Mortgage Loan have been in all respects
legal and customary in the mortgage lending business.
(23) There is no
pledged account or other security other than real
estate securing the Mortgagor's obligations.
(24) Each
Mortgage Loan contains a customary "due on sale" clause.
(25) At the
Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance
policy with a generally acceptable carrier that provides for
fire and extended coverage and coverage for such other hazards
as are customary in the area where the Mortgaged Property is
located in an
amount that is at least equal to the lesser of (i)
the maximum insurable value of the improvements securing such
Mortgage Loan or (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such
that the proceeds of such policy shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer.
If the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the
condominium unit. All such individual insurance policies and
all
flood policies referred to in item (26) below contain a
standard
mortgagee clause naming the Seller or the original mortgagee,
and its successors in interest, as mortgagee, and the Seller
has
received no notice that any premiums due and payable thereon
have not been paid; the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance, including flood
insurance, at the Mortgagor's cost and expense, and upon the
Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor
from the Mortgagor.
(26) If the
Mortgaged Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy in a
form
meeting the requirements of the current guidelines of the Flood
Insurance Administration is in effect with respect to such
Mortgaged Property with a generally acceptable carrier in an
amount representing coverage not less than the least of (A) the
original outstanding principal balance of the Mortgage Loan,
(B)
the minimum amount required to compensate for damage or loss on
a replacement cost basis, or (C) the maximum amount of
insurance
that is available under the Flood Disaster Protection Act of
1973, as amended.
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(27) To the best
of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial
condemnation of the Mortgaged Property.
(28) There is no
material monetary default existing under any
Mortgage or the related Mortgage Note and, to the best of the
Seller's
knowledge, there is no material event that, with the
passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation
or
event of acceleration under the Mortgage or the related
Mortgage
Note; and the Seller has not waived any default, breach,
violation or event of acceleration.
(29) Each
Mortgaged Property is of a type described in the Prospectus
Supplement.
(30) Each
Mortgage Loan is being serviced by the Servicer.
(31) Any future
advances made prior to the Cut-Off Date have been
consolidated with the outstanding principal amount secured by
the Mortgage, and the secured principal amount, as
consolidated,
bears a single interest rate and single repayment term. The
lien
of the Mortgage securing the consolidated principal amount is
expressly insured as having first lien priority by a title
insurance policy, an endorsement to the policy insuring the
mortgagee's consolidated interest or by other title evidence
acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage
Loan.
(32) Prior to
the approval of the Mortgage Loan application, an
appraisal of the related Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had
no interest, direct or indirect, in the Mortgaged Property or
in
any loan made on the security thereof, and whose compensation
is
not affected by the approval or disapproval of the Mortgage
Loan; such appraisal is in a form acceptable to FNMA and FHLMC.
(33) None of the
Mortgage Loans is a graduated payment mortgage loan
or a growing equity mortgage loan, and no Mortgage Loan is
subject to a buydown or similar arrangement.
(34) The
Mortgage Loans were selected from among the outstanding one-
to four-family mortgage loans in the Seller's portfolio at the
Closing Date as to which the representations and warranties
made
as to the Mortgage Loans set forth in this Section 2.03(a)(vi)
can be made.
(35) The
Mortgage Loans, individually and in the aggregate, conform
in all material respects to the descriptions thereof in the
Prospectus Supplement.
(36) None of the
Mortgage Loans are second mortgage loans.
(37) Each
Mortgage Loan represents a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code (but without regard
to
the rule in Treasury Regulation Section 1.860G-2(f)(2) that
treats a defective obligation as a qualified mortgage, or any
substantially similar successor provision) and applicable
Treasury regulations promulgated thereunder.
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(b) [RESERVED].
(c) Upon discovery by any of the parties hereto of a breach of
a representation or warranty set forth in Section 2.03(a) that
materially and
adversely affects the interests of the Certificateholders in any
Mortgage Loan,
the party discovering such breach shall give prompt notice thereof
to the other
parties and to the Seller. Pursuant to the Sale Agreement, the
Seller shall
within 90 days of the earlier of the discovery by or receipt of
written notice
by the Seller from any party of a breach of any representation or
warranty set
forth herein made that materially and adversely affects the
interests of the
Certificateholders in any Mortgage Loan, it shall cure such breach
in all
material respects and, if such breach is not so cured, shall, (i)
if such 90-day
period expires prior to the second anniversary of the Closing Date,
remove such
Deleted Mortgage Loan from the Trust Fund and substitute in its
place a
Replacement Mortgage Loan, in the manner and subject to the
conditions set forth
in this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans
from the Trustee at the Purchase Price in the manner set forth
below; provided,
however, that any such substitution pursuant to (i) above shall not
be effected
prior to the additional delivery to the Trustee of a Request for
Release
substantially in the form of Exhibit M and shall not be effected
unless it is
within two years of the Startup Date. The Seller shall promptly
reimburse the
Trustee for any expenses reasonably incurred by the Trustee in
respect of
enforcing the remedies for such breach. To enable the Servicer to
amend the
Mortgage Loan Schedule, unless it cures such breach in a timely
fashion pursuant
to this Section 2.03, the Seller shall promptly notify the Servicer
whether the
Seller intends either to repurchase, or to substitute for, the
Mortgage Loan
affected by such breach. With respect to the representations and
warranties
described in this Section that are made to the best of the Seller's
knowledge,
if it is discovered by any of the Seller, the Servicer or the
Trustee that the
substance of such representation and warranty is inaccurate and
such inaccuracy
materially and adversely affects the value of the related Mortgage
Loan,
notwithstanding the Seller's lack of knowledge with respect to the
substance of
such representation or warranty, such inaccuracy shall be deemed a
breach of the
applicable representation or warranty.
With respect to any Replacement Mortgage Loan or Loans, the
Seller
shall deliver to the Trustee for the benefit of the
Certificateholders the
related Mortgage Note, Mortgage and assignment of the Mortgage, and
such other
documents and agreements as are required by Section 2.01, with the
Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01. No
substitution
will be made in any calendar month after the Determination Date for
such month.
Scheduled Payments due with respect to Replacement Mortgage Loans
in the Due
Period related to the Distribution Date on which such proceeds are
to be
distributed shall not be part of the Trust Fund and will be
retained by the
Seller on such Distribution Date. For the month of
substitution,
Certificateholders are entitled to the Scheduled Payment due on any
Deleted
Mortgage Loan for the related Due Period and thereafter the Seller
shall be
entitled to retain all amounts received in respect of such Deleted
Mortgage
Loan. The Trustee shall amend the Mortgage Loan Schedule for the
benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage
Loan and the
substitution of the Replacement Mortgage Loan or Loans. Upon such
substitution,
the Replacement Mortgage Loan or Loans shall be subject to the
terms of this
Agreement in all respects, and the Seller shall be deemed to have
made with
respect to such Replacement Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties set forth in
Section 2.03(a)
with respect to such Mortgage Loan. Upon any such substitution and
the deposit
to the Collection Account of the amount required to be deposited
therein in
connection with such substitution as described in the following
paragraph, the
Trustee shall release to the Seller the Mortgage File relating to
such Deleted
Mortgage Loan and held for the benefit of the Certificateholders
and shall
execute and deliver at the Seller's direction such instruments of
transfer or
assignment as have been prepared by the Seller, in each case
without recourse,
as shall be necessary to vest in the Seller, or its respective
designee, title
to the Trustee's interest in any Deleted Mortgage Loan substituted
for pursuant
to this Section 2.03.
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For any month in which the Seller substitutes one or more
Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Seller
will determine
the amount (if any) by which the aggregate principal balance of all
such
Replacement Mortgage Loans as of the date of substitution and the
aggregate
prepayment penalties with respect to such Replacement Mortgage
Loans is less
than the aggregate Stated Principal Balance (after application of
the principal
portion of the Scheduled Payment due in the month of substitution)
and aggregate
prepayment penalties of all such Deleted Mortgage Loans. An amount
equal to the
aggregate of the deficiencies described in the preceding sentence
(such amount,
the "Substitution Adjustment Amount") shall be deposited into the
Collection
Account by the Seller on the Determination Date for the
Distribution Date
relating to the Prepayment Period during which the related Mortgage
Loan became
required to be purchased or replaced hereunder.
In the event that a Seller shall have repurchased a Mortgage Loan,
the
Purchase Price therefor shall be deposited in the Collection
Account pursuant to
Section 3.08 on the Determination Date for the Distribution Date in
the month
following the month during which the Seller became obligated to
repurchase or
replace such Mortgage Loan and upon such deposit of the Purchase
Price, the
delivery of the Opinion of Counsel required by Section 2.05, if
any, and the
receipt of a Request for Release in the form of Exhibit M hereto,
the Trustee
shall release the related Mortgage File held for the benefit of
the
Certificateholders to the Seller, and the Trustee shall execute and
deliver at
such Person's direction the related instruments of transfer or
assignment
prepared by the Seller, in each case without recourse, as shall be
necessary to
transfer title from the Trustee for the benefit of the
Certificateholders and
transfer the Trustee's interest to the Seller to any Mortgage Loan
purchased
pursuant to this Section 2.03. It is understood and agreed that the
obligation
under this Agreement of the Seller to cure, repurchase or replace
any Mortgage
Loan as to which a breach has occurred and is continuing shall
constitute the
sole remedy against the Depositor respecting such breach available
to
Certificateholders, the Depositor or the Trustee.
(d) The representations and warranties set forth in this
Section 2.03 shall survive delivery of the respective Mortgage
Files to the
Trustee for the benefit of the Certificateholders.
SECTION 2.04. Representations and Warranties of the Servicer.
The Servicer hereby represents and warrants to the Depositor and
the
Trustee as follows, as of the date hereof:
(i) The Servicer is a duly organized national banking
association and is validly existing and in good standing under the
laws of the
United States and is duly authorized and qualified to transact any
and all
business contemplated by this Agreement to be conducted by the
Servicer in any
state in which a Mortgaged Property is located or is otherwise not
required
under applicable law to effect such qualification and, in any
event, is in
compliance with the doing business laws of any such state, to the
extent
necessary to ensure its ability to enforce each Mortgage Loan to
service the
Mortgage Loans in accordance with the terms of this Agreement and
to perform any
of its other obligations under this Agreement in accordance with
the terms
hereof.
(ii) The Servicer has the full corporate power and authority
to service each Mortgage Loan, and to execute, deliver and perform,
and to enter
into and consummate the transactions contemplated by this Agreement
and has duly
authorized by all necessary corporate action on the part of the
Servicer the
execution, delivery and performance of this Agreement; and this
Agreement,
assuming the due authorization, execution and delivery hereof by
the other
parties hereto, constitutes a legal, valid and binding obligation
of the
Servicer, enforceable against the Servicer in accordance with its
terms, except
that (a) the enforceability hereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors' rights
generally and (b) the remedy of specific performance and injunctive
and other
forms of equitable relief may be subject to equitable defenses and
to the
discretion of the court before which any proceeding therefor may be
brought.
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(iii) The execution and delivery of this Agreement by the
Servicer, the servicing of the Mortgage Loans under this Agreement,
the
consummation of any other of the transactions contemplated by this
Agreement,
and the fulfillment of or compliance with the terms hereof are in
the ordinary
course of business of the Servicer and will not (A) result in a
material breach
of any term or provision of the charter or by-laws of the Servicer
or (B)
materially conflict with, result in a material breach, violation or
acceleration
of, or result in a material default under, the terms of any other
material
agreement or instrument to which the Servicer is a party or by
which it may be
bound, or (C) constitute a material violation of any statute, order
or
regulation applicable to the Servicer of any court, regulatory
body,
administrative agency or governmental body having jurisdiction over
the
Servicer; and the Servicer is not in breach or violation of any
material
indenture or other material agreement or instrument, or in
violation of any
statute, order or regulation of any court, regulatory body,
administrative
agency or governmental body having jurisdiction over it which
breach or
violation may materially impair the Servicer's ability to perform
or meet any of
its obligations under this Agreement.
(iv) The Servicer is an approved servicer of conventional
mortgage loans for FNMA or FHLMC.
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened, against the Servicer that would materially
and adversely
affect the execution, delivery or enforceability of this Agreement
or the
ability of the Servicer to service the Mortgage Loans or to perform
any of its
other obligations under this Agreement in accordance with the terms
hereof.
(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery and
performance by the Servicer of, or compliance by the Servicer with,
this
Agreement or the consummation of the transactions contemplated
hereby, or if any
such consent, approval, authorization or order is required, the
Servicer has
obtained the same.
SECTION 2.05. Substitutions and Repurchases of Mortgage Loans which
are
not "Qualified Mortgages".
Upon discovery by the Depositor, the Servicer or the Trustee that
any
Mortgage Loan does not constitute a "qualified mortgage" within the
meaning of
section 860G(a)(3) of the Code, the party discovering such fact
shall promptly
(and in any event within 5 Business Days of discovery) give written
notice
thereof to the other parties. In connection therewith, the Trustee
shall require
the Depositor, at the Depositor's option, to either (i) substitute,
if the
conditions in Section 2.03(c) with respect to substitutions are
satisfied, a
Replacement Mortgage Loan for the affected Mortgage Loan, or (ii)
repurchase the
affected Mortgage Loan within 90 days of such discovery in the same
manner as it
would a Mortgage Loan for a breach of representation or warranty
contained in
Section 2.03. The Trustee shall reconvey to the Depositor the
Mortgage Loan to
be released pursuant hereto in the same manner, and on the same
terms and
conditions, as it would a Mortgage Loan repurchased for breach of
a
representation or warranty contained in Section 2.03.
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SECTION 2.06. Authentication and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of the
Trust
Fund and, concurrently with such transfer and assignment, has
caused to be
authenticated and delivered to or upon the order of the Depositor,
in exchange
for the Mortgage Loans, Certificates duly authenticated by the
Authenticating
Agent in authorized denominations evidencing ownership of the
entire Trust Fund.
The Trustee agrees to hold the Trust Fund and exercise the rights
referred to
above for the benefit of all present and future Holders of the
Certificates and
to perform the duties set forth in this Agreement to the best of
its ability, to
the end that the interests of the Holders of the Certificates may
be adequately
and effectively protected.
SECTION 2.07. REMIC Elections.
(a) The Depositor hereby instructs and authorizes the Trustee
to make an appropriate election to treat each of the Master REMIC
and the
Subsidiary REMIC as a REMIC. This Agreement shall be construed so
as to carry
out the intention of the parties that the Master REMIC and the
Subsidiary REMIC
each be treated as a REMIC at all times prior to the date on which
the Trust
Fund is terminated.
(b) The Preliminary Statement sets forth the designations and
"latest possible maturity date" for federal income tax purposes of
all interests
created hereby. The "Startup Date" for purposes of the REMIC
Provisions shall be
the Closing Date. Each REMIC's fiscal year shall be the calendar
year.
The Subsidiary REMIC will consist of all of the assets of the
Trust
Fund (other than the uncertificated interests issued by such REMIC,
the
Capitalized Interest Account and, prior to the Distribution Date in
the month
immediately following the end of the Funding Period or any earlier
Subsequent
Transfer Date on which the entire balance of the Pre-Funding
Account is applied
to purchase Subsequent Mortgage Loans, the Pre-Funding Account).
The Subsidiary
REMIC will issue two interests, Subsidiary REMIC Interest I and
Subsidiary REMIC
Interest II, that shall be designated as regular interests of such
REMIC and
shall issue the SR Interest that shall be designated as the sole
class of
residual interest in the Subsidiary REMIC.
Subsidiary REMIC Interest I shall have an initial principal
balance
equal to the principal balance of the Group I Mortgage Loans, plus
the
Pre-Funded Amount allocable to Loan Group I, in each case as of the
Cut-off
Date, an interest rate equal to a fixed rate for the first Accrual
Period (such
that the interest on the Subsidiary REMIC Interest I for such
period shall equal
the scheduled interest payable on the Group I Mortgage Loans during
the related
Due Period (net of the Servicing Fee Rate)) and the weighted
average Mortgage
Rate of the Group I Mortgage Loans (net of the Servicing Fee Rate)
for
subsequent periods, and pay on each Distribution Date. All Realized
Losses from
the Group I Mortgage Loans shall be allocated to Subsidiary REMIC
Interest I and
all payments of principal and interest (net of fees and expenses)
received from
the Group I Mortgage Loans shall be paid to Subsidiary REMIC
Interest I in
payment of accrued interest and principal until the principal
balance of such
interest is reduced to zero and any losses allocated to such
interest have been
reimbursed. Any excess funds attributable to the Group I Mortgage
Loans shall
first be applied to reimburse prior losses on the Group II Mortgage
Loans and
then distributed to the SR Interest.
Subsidiary REMIC Interest II shall have an initial principal
balance
equal to the principal balance of the Group II Mortgage Loans, plus
the
Pre-Funded Amount allocable to Loan Group II, in each case as of
the Cut-off
Date, an interest rate equal to a fixed rate for the first Accrual
Period (such
that the interest on the Subsidiary REMIC Interest II for such
period shall
equal the scheduled interest payable on the Group II Mortgage Loans
during the
related Due Period (net of the Servicing Fee Rate)) and the
weighted average
Mortgage Rate of the Group II Mortgage Loans (net of the Servicing
Fee Rate) for
subsequent periods, and pay on each Distribution Date. All Realized
Losses from
the Group II Mortgage Loans shall be allocated to Subsidiary REMIC
Interest II
and all payments of principal and interest (net of fees and
expenses) received
from the Group II Mortgage Loans shall be paid to Subsidiary REMIC
Interest II
in payment of accrued interest and principal until the principal
balance of such
interest is reduced to zero and any losses allocated to such
interest have been
reimbursed. Any excess funds attributable to the Group II Mortgage
Loans shall
first be applied to reimburse prior losses on the Group I Mortgage
Loans and
then distributed to the SR Interest.
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The SR Interest shall have no principal balance and shall not
bear
interest.
The assets of the Master REMIC shall be Subsidiary REMIC Interest I
and
Subsidiary REMIC Interest II. Each Class of Group I Certificates
and each Class
of Group II Certificates shall be designated as regular interests
in such REMIC
and the MR Interest shall be designated as the sole class of
residual interests
in the Master REMIC.
The beneficial ownership of the SR Interest and the MR Interest
shall
be represented by the Class R Certificate.
(c) The "tax matters person" with respect to each REMIC for
purposes of the REMIC provisions shall be the beneficial owner of
the Class R
Certificate; provided, however, that the Holder of a Class 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 for
purposes of the REMIC provisions.
SECTION 2.08. Covenants of the Servicer.
The Servicer hereby covenants to each of the other parties to
this
Agreement as follows:
(a) the Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and
requirements of
the insurer under each Required Insurance Policy; and
(b) no written information, certificate of an officer,
statement furnished in writing or written report delivered to the
Depositor or
the Trustee, any affiliate of the Depositor or the Trustee and
prepared by the
Servicer pursuant to this Agreement will be inaccurate in any
material respect.
SECTION 2.09. [RESERVED].
SECTION 2.10. Conveyance of the Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraph (b)
below, in consideration of the remittance on each Subsequent
Transfer Date to or
upon the order of the Depositor of all or a portion of the balance
of funds in
the Pre-Funding Account, which constitute the purchase price for
the related
Subsequent Mortgage Loans, as described in the next paragraph, the
Depositor
shall on such Subsequent Transfer Date sell, transfer, assign, set
over and
convey without recourse all of the right, title and interest of the
Depositor in
and to (i) the Subsequent Mortgage Loans identified on the Mortgage
Loan
Schedule attached to the related Subsequent Transfer Instrument
delivered by the
Depositor on such Subsequent Transfer Date, including all interest
and principal
received on or with respect to the Subsequent Mortgage Loans so
assigned and the
Depositor shall deliver to, and deposit with, the Trustee all items
with respect
to such Subsequent Mortgage Loans to be delivered pursuant to
Section 2.01;
provided, however, that the Depositor reserves and retains all
right, title and
interest in and to principal received and interest accruing on the
Subsequent
Mortgage Loans prior to the related Subsequent Cut-off Date. The
transfer to the
Trustee for deposit in the Mortgage Pool by the Depositor of the
Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be
absolute and is
intended by the Depositor, the Servicer, the Trustee and the
Certificateholders
to constitute and to be treated as a sale of the Subsequent
Mortgage Loans by
the Depositor to the Trust Fund. The related Mortgage File for each
Subsequent
Mortgage Loan shall be delivered to the Trustee or
