<PAGE>
Exhibit 4.1
EXECUTION VERSION
CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,
JPMORGAN CHASE BANK, N.A.,
SERVICER,
JPMORGAN CHASE BANK, N.A.,
CUSTODIAN,
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
PAYING AGENT
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2006
$800,001,978
Multi-Class Mortgage Pass-Through Certificates
Series 2006-S3
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ARTICLE I
DEFINITIONS.....................................................
1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST
FUND....................... 37
Section 2.01
Conveyance
of Mortgage Loans........................... 37
Section 2.02
Acceptance
by Trustee.................................. 41
Section 2.03
Trust
Fund; Authentication of Certificates............. 42
Section 2.04
REMIC
Elections........................................ 42
Section 2.05
Permitted
Activities of Trust.......................... 47
Section 2.06
Qualifying
Special Purpose Entity...................... 47
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE
SERVICER; REPURCHASE OF MORTGAGE LOANS........................
47
Section 3.01
Representations and Warranties of the Depositor with
respect to the Mortgage Loans..........................
47
Section 3.02
Representations and Warranties of the Servicer.........
55
Section 3.03
Option to
Substitute................................... 56
ARTICLE IV THE
CERTIFICATES...............................................
56
Section 4.01
The
Certificates....................................... 58
Section 4.02
Registration of Transfer and Exchange of Certificates..
62
Section 4.03
Mutilated,
Destroyed, Lost or Stolen Certificates...... 62
Section 4.04
Persons
Deemed Owners.................................. 62
Section 4.05
Appointment of Paying Agent and Certificate Registrar;
Certificate Account................................. 62
Section 4.06
Authenticating Agents..................................
63
ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.................. 64
Section 5.01
Servicer
to Service Mortgage Loans..................... 64
Section 5.02
Sub-Servicing Agreements Between Servicer and
Sub-Servicers; Enforcement of Sub-Servicer's
Obligations......................................... 65
Section 5.03
Successor
Sub-Servicers................................ 65
Section 5.04
Liability
of the Servicer.............................. 66
Section 5.05 No Contractual
Relationship Between Sub-Servicer and
Trustee or Certificateholders....................... 66
Section 5.06
Termination of Sub-Servicing Agreement.................
66
Section 5.07
Collection
of Mortgage Loan Payments................... 66
Section 5.08
Establishment of Collection Account; Deposit in
Collection Account.................................. 66
Section 5.09
Permitted
Withdrawals from the Collection Account...... 68
Section 5.10
Establishment of Escrow Account; Deposits in Escrow
Account............................................. 68
Section 5.11
Permitted
Withdrawals from Escrow Account.............. 69
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Section 5.12
Payment of
Taxes, Insurance and Other Charges.......... 69
Section 5.13
Transfer
of Accounts................................... 69
Section 5.14
[Reserved].............................................
69
Section 5.15
Maintenance of the Primary Insurance Policies..........
69
Section 5.16
Maintenance of Standard Hazard Policies................
69
Section 5.17
[Reserved].............................................
70
Section 5.18
[Reserved].............................................
70
Section 5.19
Fidelity
Bond and Errors and Omissions Insurance....... 70
Section 5.20
Collections under Insurance Policies; Enforcement of
Due-On-Sale Clauses; Assumption Agreements.......... 71
Section 5.21
Income and
Realization from Defaulted Mortgage Loans... 71
Section 5.22
Trustee to
Cooperate; Release of Mortgage Files........ 73
Section 5.23
Servicing
and Other Compensation....................... 74
Section 5.24
1934 Act
Reports....................................... 74
Section 5.25
Annual
Statement as to Compliance...................... 76
Section 5.26
Assessment
of Compliance and Independent Public
Accountants' Attestation; Financial Statements...... 76
Section 5.27
Access to
Certain Documentation; Rights of the
Depositor in Respect of the Servicer................ 78
Section 5.28
REMIC-Related Covenants................................
79
ARTICLE VI PAYMENTS TO THE
CERTIFICATEHOLDERS............................. 80
Section 6.01
Distributions..........................................
80
Section 6.02
Statements
to the Certificateholders................... 87
Section 6.03
Advances
by the Servicer............................... 89
Section 6.04
Allocation
of Realized Losses.......................... 90
Section 6.05
Compensating Interest; Allocation of Certain Interest
Shortfalls.......................................... 91
Section 6.06
Subordination..........................................
92
Section 6.07
[Reserved].............................................
92
ARTICLE VII REPORTS TO BE PREPARED BY THE
SERVICER........................ 93
Section 7.01
Servicer
Shall Provide Information as Reasonably
Required............................................ 93
Section 7.02
Federal
Information Returns and Reports to
Certificateholders.................................. 93
ARTICLE VIII THE DEPOSITOR AND THE
SERVICER............................... 94
Section 8.01
Indemnification; Third Party Claims....................
94
Section 8.02
Merger or
Consolidation of the Depositor or the
Servicer............................................ 94
Section 8.03
Limitation
on Liability of the Depositor, the Servicer,
the Trustee and Others.............................. 95
ii
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Section 8.04
Depositor
and Servicer Not to Resign................... 95
Section 8.05
Successor
to the Servicer.............................. 95
Section 8.06
Maintenance of Ratings.................................
97
ARTICLE IX
DEFAULT........................................................
97
Section 9.01
Events of
Default...................................... 97
Section 9.02
Waiver of
Defaults..................................... 98
Section 9.03
Trustee to
Act; Appointment of Successor............... 98
Section 9.04
Notification to Certificateholders and the Rating
Agencies............................................ 98
ARTICLE X CONCERNING THE
TRUSTEE.......................................... 98
Section 10.01
Duties of
Trustee...................................... 98
Section 10.02
Certain Matters
Affecting the Trustee.................. 99
Section 10.03
Trustee Not
Liable for Certificates or Mortgage Loans.. 100
Section 10.04
Trustee May Own
Certificates........................... 100
Section 10.05
Fees and
Expenses...................................... 100
Section 10.06
Eligibility
Requirements for Trustee................... 101
Section 10.07
Resignation and
Removal of the Trustee................. 101
Section 10.08
Successor
Trustee...................................... 102
Section 10.09
Merger or
Consolidation of Trustee..................... 102
Section 10.10
Appointment of
Co-Trustee or Separate Trustee.......... 102
Section 10.11
Appointment of
Office or Agency........................ 103
Section 10.12
Indemnification........................................
103
ARTICLE XI
TERMINATION....................................................
104
Section 11.01
Termination............................................
104
ARTICLE XII MISCELLANEOUS
PROVISIONS...................................... 106
Section 12.01
Severability of
Provisions............................. 106
Section 12.02
Limitation on
Rights of Certificateholders............. 106
Section 12.03
Amendment..............................................
107
Section 12.04
Counterparts...........................................
107
Section 12.05
Duration of
Agreement.................................. 107
Section 12.06
Governing
Law.......................................... 107
Section 12.07
Notices................................................
107
Section 12.08
Further
Assurances..................................... 108
iii
<PAGE>
EXHIBIT A MORTGAGE LOAN
SCHEDULES
EXHIBIT A-1
MORTGAGE GROUP ONE MORTGAGE LOAN SCHEDULE
EXHIBIT A-2
MORTGAGE GROUP TWO MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF
MORTGAGE FILE
EXHIBIT C FORM OF CLASS A
CERTIFICATE
EXHIBIT D FORM OF CLASS M
CERTIFICATE
EXHIBIT E FORM OF CLASS B
CERTIFICATE
EXHIBIT F FORM OF CLASS
A-R CERTIFICATE
EXHIBIT G FORM OF TRUSTEE
CERTIFICATION
EXHIBIT H FORM OF
INVESTMENT LETTER
EXHIBIT I FORM OF RULE
144A INVESTMENT LETTER
EXHIBIT J FORM OF SPECIAL
SERVICING AND COLLATERAL FUND AGREEMENT
EXHIBIT K FORM OF CLASS
A-R TRANSFEREE LETTER
EXHIBIT K-1 FORM
OF CLASS A-R TRANSFEROR LETTER
EXHIBIT L REQUEST FOR
RELEASE OF DOCUMENTS
EXHIBIT M FORM OF
TRANSFEREE ERISA REPRESENTATION LETTER
EXHIBIT N [RESERVED]
EXHIBIT O FORM OF
OFFICER'S CERTIFICATE (PAYING AGENT)
EXHIBIT P LETTER OF
REPRESENTATIONS
EXHIBIT Q [RESERVED]
EXHIBIT R SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT S FORM OF
SARBANES-OXLEY CERTIFICATION
EXHIBIT T FORM OF ITEM
1123 CERTIFICATION OF SERVICER
EXHIBIT U FORM OF CLASS
1-A4 YIELD MAINTENANCE AGREEMENT
EXHIBIT U-1
[RESERVED]
EXHIBIT V [RESERVED]
SCHEDULE X
1934 ACT FORM 8-K
REPORTING OBLIGATIONS
SCHEDULE Y
1934 ACT FORM 10-D REPORTING OBLIGATIONS
SCHEDULE Z
1934 ACT FORM 10-K REPORTING OBLIGATIONS
iv
<PAGE>
This
Pooling and Servicing Agreement, dated as of October 1, 2006,
is
executed among Chase Mortgage Finance Corporation, as depositor
(together with
its permitted successors and assigns, the "Depositor"), JPMorgan
Chase Bank,
N.A. ("Chase"), as servicer (in such capacity, together with its
permitted
successors and assigns, the "Servicer"), JPMorgan Chase Bank, N.A.,
as custodian
(in such capacity, together with its permitted successors and
assigns, the
"Custodian"), The Bank of New York Trust Company, N.A., as paying
agent (in such
capacity, together with its permitted successors and assigns, the
"Paying
Agent") and The Bank of New York Trust Company, N.A., as trustee
(in such
capacity, together with its permitted successors and assigns, the
"Trustee").
In
consideration of the premises and the mutual agreements hereinafter
set
forth, the Depositor, the Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the
context
otherwise requires, shall have the following meanings:
ACCEPTED SERVICING PRACTICES: With respect to any Mortgage Loan,
those
mortgage servicing practices (including collection procedures) of
prudent
mortgage banking institutions which service mortgage loans of the
same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged
Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan) is
located, and
which are in accordance with FNMA servicing practices and
procedures for MBS
pool mortgages (as defined in the FNMA Guides including future
updates).
ACCOUNTANT'S ATTESTATION: As defined in Section 5.26(b).
ADDITIONAL FORM 10-D DISCLOSURE: As defined in Section 5.24(b).
ADDITIONAL FORM 10-K DISCLOSURE: As defined in Section 5.24(d).
ADVANCE: The aggregate of the advances made by the Servicer with
respect to
a particular Distribution Date pursuant to Section 6.03.
AFFILIATE: With respect to any specified Person, any other
Person
controlling, controlled by or under common control with such
Person. For the
purposes of this definition, "control" means the power to direct
the management
and policies of a Person, directly or indirectly, whether through
ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
AGENCY & TRUST OFFICE: With respect to the Trustee, the office
of the
Trustee at which at any particular time its corporate trust
business shall be
administered, which office at the date of execution of this
instrument is
located at 101 Barclay Street, New York, New York 10286; and, with
respect to
the Paying Agent, the office of the Paying Agent at which at any
particular time
its corporate trust business shall be administered, which office at
the date of
execution of this instrument is located at 600 Travis, 9th Floor,
Houston, Texas
77002.
AGGREGATE SUBORDINATED PERCENTAGE: As defined in Section
6.01(I)(b)(vii)(A).
AGREEMENT: This Pooling and Servicing Agreement and all amendments
hereof
and supplements hereto.
<PAGE>
APPRAISED VALUE: The value set forth in an appraisal or
recertification
document made in connection with the origination of the related
Mortgage Loan as
the value of the Mortgaged Property (or the related residential
dwelling unit in
the Underlying Mortgaged Property, in the case of a Co-op
Loan).
ASSESSMENT OF COMPLIANCE: As defined in Section 5.26(a).
ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice of
transfer
(or UCC-3 assignment (or equivalent instrument) with respect to
each Co-op Loan)
or equivalent instrument, in recordable form (except in the case of
a Co-op
Loan), sufficient under the laws of the jurisdiction where the
related Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan) is
located to reflect of record the sale and assignment of the
Mortgage Loan to the
Trustee, which assignment, notice of transfer or equivalent
instrument may, if
permitted by law, be in the form of one or more blanket assignments
covering
Mortgages secured by Mortgaged Properties located in the same
county.
AUTHENTICATING AGENT: The meaning specified in Section 4.06(a).
AVAILABLE DISTRIBUTION AMOUNT: As to either Mortgage Group or, as
the
context requires, both Mortgage Groups, on any Distribution Date,
an amount
equal to the amount on deposit in the Collection Account with
respect to such
Mortgage Group as of the close of business two Business Days
immediately
preceding the related Distribution Date (but prior to making any
deposits into
the Certificate Account on such date) except:
(a)
amounts received on particular Mortgage Loans in such Mortgage
Group as
late payments or other recoveries of principal or interest
(including any
Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds and
condemnation
awards) and respecting which the Servicer previously made an
unreimbursed
Advance of such amounts;
(b)
reimbursement for Nonrecoverable Advances and other amounts
permitted
to be withdrawn by the Servicer pursuant to Section 5.09 from, or
not required
to be deposited in, the Collection Account attributable, in each
case, to
Mortgage Loans in such Mortgage Group;
(c)
amounts representing the Servicing Fee attributable in each case to
the
Mortgage Loans in such Mortgage Group with respect to such
Distribution Date;
(d)
amounts representing all or part of a Monthly Payment with respect
to a
Mortgage Loan in such Mortgage Group due (i) after the related Due
Period or
(ii) on or prior to the Cut-off Date;
(e)
all Repurchase Proceeds, Principal Prepayments, Liquidation
Proceeds,
Insurance Proceeds, Subsequent Recoveries and condemnation awards
with respect
to Mortgage Loans in such Mortgage Group received after the related
Principal
Prepayment Period, and all related payments of interest
representing interest
for any period of time after the last day of the related Due Period
for such
Mortgage Loans; and
(f)
all income from Eligible Investments held in the Collection Account
for
the account of the Servicer.
BANKRUPTCY AMOUNT: As of any date of determination, $217,894.10
minus all
Bankruptcy Losses on the Mortgage Loans, if any, previously
allocated to the
Certificates in accordance with Section 6.04.
2
<PAGE>
BANKRUPTCY CODE: Title 11 of the United States Code, as the same
may be
amended from time to time.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or Debt Service Reduction.
BASIS RISK SHORTFALL CARRYOVER AMOUNT: For any Distribution Date
and the
Class 1-A4 Certificates, an amount equal to the sum of (i) the
excess of (x) the
amount of interest such Class of Certificates accrued for such
Distribution Date
at the related Certificate Rate over (y) the amount such Class of
Certificates
accrued for such Distribution Date at the per annum rate of 6.00%,
and (ii) the
unpaid portion of any Basis Risk Shortfall Carryover Amount for
such Class of
Certificates from prior Distribution Dates together with interest
accrued on
such unpaid portion for the most recently ended Accrual Period at
the related
Certificate Rate.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any
Book-Entry
Certificate through a Participant or an Indirect Participant or a
Person holding
a beneficial interest in any Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates (other than the
Class
A-R, Class 1-AX and Class 2-AX Certificates), Class M Certificates,
Class B-1
Certificates and Class B-2 Certificates, referred to
collectively.
BUSINESS DAY: Any day other than (a) a Saturday or Sunday, (b) a
legal
holiday in the States of New York and Louisiana or (c) a day on
which banking
institutions in the State of New York are authorized or obligated
by law or
executive order to be closed.
CAP
STRIKE RATE: With respect to any Distribution Date and the Class
1-A4
Yield Maintenance Agreement, the rate set forth under the heading
"Cap Strike
Rate" in Exhibit U.
CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution
Date, with
respect to any Class of Subordinated Certificates, an amount, if
any, equal to
the amount of principal distributable to such Class on any prior
Distribution
Date that has not been so distributed and is not attributable to a
Realized
Loss.
CASH
LIQUIDATION: Recovery of all cash proceeds by the Servicer with
respect to the liquidation of any Mortgage Loan, including
Insurance Proceeds
and other payments or recoveries (whether made at one time or over
a period of
time) which the Servicer deems to be finally recoverable, in
connection with the
sale, assignment or satisfaction of such Mortgage Loan, trustee's
sale,
foreclosure sale or otherwise, but only if title to the related
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan)
was not acquired by foreclosure or deed in lieu of foreclosure by
the Servicer
pursuant to Section 5.21.
CERTIFICATE: Any Class A, Class M or Class B Certificate.
CERTIFICATE ACCOUNT: The account created and maintained pursuant to
Section
4.05.
CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate
is
registered in the Certificate Register, except that, solely for the
purposes of
giving any consent, waiver, request or demand pursuant to this
Agreement, any
Certificate registered in the name of the Depositor, the Servicer,
any
Sub-Servicer, or any of their respective Affiliates shall be
disregarded and the
undivided Percentage Interest evidenced thereby shall not be taken
into account
in determining whether the requisite amount of Percentage Interests
necessary to
effect any such consent, waiver, request or demand has been
obtained.
3
<PAGE>
The Trustee and the Paying Agent shall be entitled to conclusively
rely upon the
certificate of the Depositor or the Servicer as to the
determination of which
Certificates are registered in the name of such Affiliates.
CERTIFICATE GROUP: Each of (i) the Class 1-A Certificates,
collectively and
(ii) the Class 2-A Certificates, collectively.
CERTIFICATE OWNER: Any Person who is the beneficial owner of a
Book-Entry
Certificate registered in the name of the Depository or its
nominee.
CERTIFICATE RATE: The per annum rate of interest borne by each
Class of
Certificates (other than the Class A-P Certificates), which (i) in
the case of
the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A5, Class 1-A6,
Class 1-A7,
Class 1-AX and Class A-R Certificates will be 6.00%, and (ii) in
the case of the
Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-AX Certificates will
be 5.50%. In
the case of the Class 1-A4 Certificates, the Certificate Rate with
respect to
the first Distribution Date will be 6.00%, and as to any
Distribution Date
thereafter, the Certificate Rate on the Class 1-A4 Certificates
will equal the
lesser of (A) 0.50% plus LIBOR and (B) 9.50%, but not less than
6.00%. With
respect to each Class of Subordinated Certificates, the per annum
rate of
interest will equal the fraction, expressed as a percentage, (I)
the numerator
of which will equal the sum of (i) the product of (x) 6.00% and (y)
the Group
One Subordinated Amount, and (ii) the product of (x) 5.50% and (y)
the Group Two
Subordinated Amount and (II) the denominator of which will equal
the sum of the
Group One Subordinated Amount and the Group Two Subordinated
Amount. For federal
income tax purposes, the Certificate Rate on each Class of
Subordinate
Certificates can be expressed as a per annum rate equal to the
weighted average
of the interest rates on the Lower-Tier REMIC Regular Interests
ending with the
designation "A" weighted on the basis of their principal amounts
immediately
prior to such Distribution Date. Interest with respect to each
Class of
Certificates shall be calculated based on a 360 day year comprised
of twelve
30-day months.
CERTIFICATE REGISTER: The register maintained pursuant to Section
4.02.
CERTIFICATE REGISTRAR: The Person appointed by the Trustee as
Certificate
Registrar pursuant to Section 4.05.
CHASE: JPMorgan Chase Bank, N.A., a national banking association,
or its
successor in interest.
CHF:
Chase Home Finance LLC, a Delaware limited liability company, or
its
successor in interest.
CLASS: Pertaining to the Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A4,
Class 1-A5, Class 1-A6, Class 1-A7, Class 1-AX, Class A-P, Class
A-R, Class
2-A1, Class 2-A2, Class 2-A3, Class 2-AX, Class A-M, Class M-1,
Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 Certificates or any Lower-Tier
REMIC
Interest, as the case may be.
CLASS 1-A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3,
Class 1-A4,
Class 1-A5, Class 1-A6, Class 1-A7, Class 1-AX and Class A-R
Certificates,
referred to collectively.
CLASS 1-A DEFICIENCY AMOUNT: As defined in Section 6.01(I)(b)(iii)
hereof.
CLASS 1-A1 CERTIFICATE: Any one of the Class 1-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to
4
<PAGE>
Section 4.06, the Authenticating Agent), senior in right of payment
to the Class
M and Class B Certificates, substantially in the form of the Class
A Certificate
set forth in Exhibit C hereto.
CLASS 1-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class A-1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(A).
CLASS 1-A2 AND CLASS 1-A3 LOCKOUT PERCENTAGE: With respect to
any
Distribution Date, will equal the Outstanding Certificate Principal
Balance
immediately preceding such Distribution Date of the Class 1-A2 and
Class 1-A3
Certificates divided by the aggregate Outstanding Certificate
Principal Balance
of the Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6
and Class 1-A7
Certificates, but in no case will the Class 1-A2 and Class 1-A3
Lockout
Percentage exceed 100%.
CLASS 1-A2 AND CLASS 1-A3 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT:
With
respect to any Distribution Date, will equal the product of (1) the
Class 1-A2
and Class 1-A3 Lockout Percentage, (2) the aggregate amount of
principal to be
distributed to the Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-A6
and Class 1-A7 Certificates on such Distribution Date pursuant to
Section 6.01
hereof and (3) the Lockout Shift Percentage.
CLASS 1-A2 CERTIFICATE: Any one of the Class 1-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(B).
CLASS 1-A3 CERTIFICATE: Any one of the Class 1-A3 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A3 Certificates on
such
5
<PAGE>
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 1-A3
Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class 1-A3
Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A3 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(C).
CLASS 1-A4 CERTIFICATE: Any one of the Class 1-A4 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A4 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A4
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A4
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A4 MAXIMUM YIELD MAINTENANCE AGREEMENT AMOUNT: The amount
described
in Section 5.29(e).
CLASS 1-A4 SCHEDULED NOTIONAL AMOUNT: With respect to any
Distribution Date
set forth in Exhibit U hereto, the amount set forth with respect to
such
Distribution Date in Exhibit U under the heading "Notional."
CLASS 1-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A4 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(D).
CLASS 1-A4 YIELD MAINTENANCE AGREEMENT: The Yield Maintenance
Agreement set
forth on Exhibit U hereto.
CLASS 1-A5 CERTIFICATE: Any one of the Class 1-A5 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A5 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A5
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A5
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A5 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A5 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(E).
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<PAGE>
CLASS 1-A6 CERTIFICATE: Any one of the Class 1-A6 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A6 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A6 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A6 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A6
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A6
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A6 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A6 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A6 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(F).
CLASS 1-A7 ACCRETION TERMINATION DATE: The earlier to occur of the
(i) the
Distribution Date following the Distribution Date on which the
aggregate
Outstanding Certificate Principal Balance of the Class 1-A6
Certificates has
been reduced to zero and (ii) the Distribution Date following the
Credit Support
Depletion Date.
CLASS 1-A7 CERTIFICATE: Any one of the Class 1-A7 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-A7 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 1-A7 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 1-A7 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 1-A7
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A7
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A7 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A7 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A7 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(G).
CLASS 1-AX CERTIFICATE: Any one of the Class 1-AX Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 1-AX INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 1-AX
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 1-AX
Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 1-AX Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 1-AX Certificates on such Distribution Date pursuant to
Section 6.05(d).
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<PAGE>
CLASS 1-AX NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the product of the aggregate Scheduled Principal
Balance of the
Non-Discount Mortgage Loans in Mortgage Group One and a fraction
the numerator
of which is the Group One Stripped Interest Rate and the
denominator of which is
6.00%.
CLASS 1-AX SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-AX Interest Accrual
Amount over the
amount actually distributed to the Class 1-AX Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(H).
CLASS 2-A CERTIFICATES: The Class 2-A1, Class 2-A2, Class 2-A3 and
Class
2-AX Certificates, referred to collectively.
CLASS 2-A DEFICIENCY AMOUNT: As defined in Section 6.01(I)(b)(iv)
hereof.
CLASS 2-A1 CERTIFICATE: Any one of the Class 2-A1 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 2-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 2-A1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 2-A1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 2-A1
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 2-A1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A-1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A1 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(I).
CLASS 2-A2 CERTIFICATE: Any one of the Class 2-A2 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 2-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 2-A2 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 2-A2 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 2-A2
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 2-A2
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A2 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(J).
CLASS 2-A3 CERTIFICATE: Any one of the Class 2-A3 Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
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<PAGE>
CLASS 2-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class 2-A3 Certificate minus (i) any
Compensating
Interest Shortfall allocated to the Class 2-A3 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class 2-A3
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 2-A3
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A3 Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(K).
CLASS 2-AX CERTIFICATE: Any one of the Class 2-AX Certificates,
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent), senior
in right of payment to the Class M and Class B Certificates,
substantially in
the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 2-AX INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date,
one month's interest at the Certificate Rate on the Class 2-AX
Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the
Class 2-AX
Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 2-AX Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 2-AX Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS 2-AX NOTIONAL AMOUNT: With respect to any Distribution Date,
an
amount equal to the product of (a) the aggregate Scheduled
Principal Balance of
the Non-Discount Mortgage Loans in Mortgage Group Two and (b) a
fraction the
numerator of which is the Group Two Stripped Interest Rate and the
denominator
of which is 5.50%.
CLASS 2-AX SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-AX Interest Accrual
Amount over the
amount actually distributed to the Class 2-AX Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(L).
CLASS A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A4,
Class 1-A5, Class 1-A6, Class 1-A7, Class 1-AX, Class A-P, Class
A-R, Class
2-A1, Class 2-A2, Class 2-A3 and Class 2-AX Certificates, referred
to
collectively.
CLASS A PERCENTAGE: As of any Distribution Date, the fraction,
expressed as
a percentage (which shall never exceed 100%), the numerator of
which is the
Class A Principal Balance and the denominator of which is the
outstanding
Principal Balance of the Mortgage Loans as of the immediately
preceding Due
Date.
CLASS A PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class A
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed (or deemed distributed) to the Class A
Certificateholders on
such preceding Distribution Date allocable to principal (including
the principal
portion of Advances of the Servicer made pursuant to Section 6.03
and Realized
Losses allocated to the Class A Certificates pursuant to Section
6.04); provided
that the Class A Principal Balance on the first Distribution Date
shall be the
Original Class A Principal Balance.
CLASS A-M CERTIFICATE: Any one of the Class A-M Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to
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<PAGE>
Section 4.06, the Authenticating Agent), subordinated in right of
payment to the
Class A Certificates, substantially in the form of the Class M
Certificate set
forth in Exhibit D hereto.
CLASS A-M INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one (1) month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class A-M Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class A-M Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class A-M
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class A-M
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS A-M PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class A-M
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class A-M Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class A-M Certificates pursuant to Section 6.04);
provided that
the Class A-M Principal Balance on the first Distribution Date
shall be the
Original Class A-M Principal Balance, and provided further that if
the aggregate
Outstanding Certificate Principal Balance of the Class B and Class
M-1
Certificates has been reduced to zero, as of any Distribution Date,
the Class
A-M Principal Balance will equal the excess of the Mortgage Pool
Principal
Balance (together with the portion of any Monthly Payment due but
not paid with
respect to which an Advance has not been made) over the Class A
Principal
Balance.
CLASS A-M SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class A-M Interest Accrual
Amount over the
amount actually distributed to the Class A-M Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(c)(1)(A) and
6.01(I)(c)(1)(B).
CLASS A-P AMOUNT: With respect to any Distribution Date, the
applicable PO
Percentage of (i) all principal received on or in respect of each
Discount
Mortgage Loan (exclusive of any amounts in respect of any Monthly
Payment)
during the related Principal Prepayment Period and (ii) all
principal received
as part of a Monthly Payment on or in respect of a Discount
Mortgage Loan during
the related Due Period.
CLASS A-P CERTIFICATE: Any one of the Class A-P Certificates,
executed by
the Depositor and authenticated by the Trustee, senior in right of
payment to
the Class M and Class B Certificates, substantially in the form of
the Class A
Certificate set forth in Exhibit C hereto.
CLASS A-P COMPONENT ONE: The portion of the Class A-P Certificates
so
designated in Section 4.01(d).
CLASS A-P COMPONENT TWO: The portion of the Class A-P Certificates
so
designated in Section 4.01(d).
CLASS A-P SHORTFALL AMOUNT: With respect to any Distribution Date
prior to
and including the Credit Support Depletion Date, to the extent of
amounts
available to pay the Subordinated Optimal Principal Amount (without
regard to
clause (b)(2) of the definition of such term), an amount equal to
the sum of (i)
the applicable PO Percentage of the principal portion of any
Realized Loss
(other than an Excess Loss) with respect to a Discount Mortgage
Loan and (ii)
the sum of amounts, if any, by which the amounts specified in
clause (i) with
respect to each prior Distribution Date exceeded the amount
actually distributed
in respect thereof on such prior Distribution Date and not
subsequently
distributed to the Class A-P Certificateholders.
10
<PAGE>
CLASS A-R CERTIFICATE: The Class A-R Certificates, executed by
the
Depositor and authenticated by the Trustee (or, if an
Authenticating Agent has
been appointed pursuant to Section 4.06, the Authenticating
Agent),
substantially in the form of the Class A-R Certificate set forth in
Exhibit F
hereto.
CLASS A-R INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class A-R Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class A-R Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class A-R
Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class A-R
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS A-R SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class A-R Interest Accrual
Amount over the
amount actually distributed to the Class A-R Certificateholders on
such
Distribution Date pursuant to Section 6.01(I)(b)(i)(M).
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class
B-4 and
Class B-5 Certificates, referred to collectively.
CLASS B PERCENTAGE: As of any Distribution Date, the difference
between
100% and the sum of (i) the Class A Percentage and (ii) the Class M
Percentage
for such Distribution Date.
CLASS B PRINCIPAL BALANCE: As of any Distribution Date, the excess
of the
Mortgage Pool Principal Balance (together with the principal
portion of any
Monthly Payment due but not paid with respect to which an Advance
has not been
made) over the sum of (i) the Class A Principal Balance and (ii)
the Class M
Principal Balance.
CLASS B-1 CERTIFICATE: Any one of the Class B-1 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class A and Class M
Certificates,
substantially in the form of the Class B Certificate set forth in
Exhibit E
hereto.
CLASS B-1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-1
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-1 Interest Accrual
Amount over the
amount actually distributed to the Class B-1 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(1) (A) and (B).
CLASS B-2 CERTIFICATE: Any one of the Class B-2 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class A, Class M and Class
B-1
Certificates, substantially in the form of the Class B Certificate
set forth in
Exhibit E hereto.
CLASS B-2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-2
11
<PAGE>
Certificates minus (i) any Compensating Interest Shortfall
allocated to the
Class B-2 Certificates on such Distribution Date pursuant to
Section 6.05(b),
(ii) any Realized Loss Interest Shortfall resulting from an Excess
Loss
allocated to the Class B-2 Certificates on such Distribution Date
pursuant to
Section 6.05(c) and (iii) any interest shortfall resulting from the
Relief Act
allocated to the Class B-2 Certificates on such Distribution Date
pursuant to
Section 6.05(d).
CLASS B-2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-2 Interest Accrual
Amount over the
amount actually distributed to the Class B-2 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(2) (A) and (B).
CLASS B-3 CERTIFICATE: Any one of the Class B-3 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class A, Class M, Class B-1
and Class
B-2 Certificates, substantially in the form of the Class B
Certificate set forth
in Exhibit E hereto.
CLASS B-3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-3 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-3 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-3
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-3
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-3 Interest Accrual
Amount over the
amount actually distributed to the Class B-3 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(3) (A) and (B).
CLASS B-4 CERTIFICATE: Any one of the Class B-4 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class A, Class M, Class
B-1, Class B-2
and Class B-3 Certificates, substantially in the form of the Class
B Certificate
set forth in Exhibit E hereto.
CLASS B-4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-4 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-4 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-4
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-4
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-4 Interest Accrual
Amount over the
amount actually distributed to the Class B-4 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(4) (A) and (B).
CLASS B-5 CERTIFICATE: Any one of the Class B-5 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class A, Class M, Class
B-1, Class B-2,
Class B-3 and Class B-4 Certificates, substantially in the form of
the Class B
Certificate set forth in Exhibit E hereto.
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<PAGE>
CLASS B-5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class B-5 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class B-5 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class B-5
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class B-5
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS B-5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class B-5 Interest Accrual
Amount over the
amount actually distributed to the Class B-5 Certificates on such
Distribution
Date pursuant to Section 6.01(I)(d)(5) (A) and (B).
CLASS LT-R INTEREST: The sole residual interest in the Lower-Tier
REMIC.
CLASS M CERTIFICATES: The Class A-M and Class M-1 Certificates,
referred to
collectively.
CLASS M PERCENTAGE: As of any Distribution Date, the percentage
obtained by
dividing (i) the sum of the Class A-M Principal Balance and the
Class M-1
Principal Balance by (ii) the Mortgage Pool Principal Balance;
provided,
however, that on any Distribution Date on which the Class B
Percentage equals
0%, the Class M Percentage shall equal 100% minus the Class A
Percentage.
CLASS M PRINCIPAL BALANCE: As of any Distribution Date, the sum of
the
Class A-M Principal Balance and the Class M-1 Principal
Balance.
CLASS M-1 CERTIFICATE: Any one of the Class M-1 Certificates
executed by
the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent
has been appointed pursuant to Section 4.06, the Authenticating
Agent),
subordinated in right of payment to the Class A Certificates and
the Class A-M
Certificates, substantially in the form of the Class M Certificate
set forth in
Exhibit D hereto.
CLASS M-1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution
Date,
one (1) month's interest at the Certificate Rate on the Outstanding
Certificate
Principal Balance of the Class M-1 Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class M-1 Certificates on such
Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall
resulting from an Excess Loss allocated to the Class M-1
Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class M-1
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS M-1 PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class M-1
Principal Balance for the immediately preceding Distribution Date
less (b)
amounts distributed to the Class M-1 Certificateholders on such
preceding
Distribution Date allocable to principal (including the principal
portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized
Losses
allocated to the Class M-1 Certificates pursuant to Section 6.04);
provided that
the Class M-1 Principal Balance on the first Distribution Date
shall be the
Original Class M-1 Principal Balance, and provided further that if
the aggregate
Outstanding Certificate Principal Balance of the Class B
Certificates has been
reduced to zero, as of any Distribution Date, the Class M-1
Principal Balance
will equal the excess of the Mortgage Pool Principal Balance
(together with the
portion of any Monthly Payment due but not paid with respect to
which an Advance
has not been made) over the sum of the Class A Principal Balance
and the Class
A-M Principal Balance.
CLASS M-1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class M-1 Interest Accrual
Amount over the
amount actually distributed to the Class
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M-1 Certificateholders on such Distribution Date pursuant to
Section
6.01(I)(c)(2)(A) and Section 6.01(I)(c)(2)(B).
CLASS MT-R INTEREST: [Reserved.]
CLOSING DATE: October 27, 2006.
CODE: The Internal Revenue Code of 1986, as amended from time to
time, and
any successor statutes thereto, and applicable U.S. Department of
Treasury
temporary or final regulations promulgated thereunder.
COLLECTION ACCOUNT: The account created and maintained pursuant to
Section
5.08.
COMMISSION: The United States Securities and Exchange
Commission.
COMPENSATING INTEREST: The meaning specified in Section
6.05(a).
COMPENSATING INTEREST SHORTFALL: The meaning specified in Section
6.05(b).
CO-OP LEASE: With
respect to a Co-op Loan, the lease with respect to a
dwelling unit occupied by the Mortgagor and relating to the stock
allocated to
the related dwelling unit.
CO-OP LOAN: A Mortgage Loan secured by the pledge of stock
allocated to a
dwelling unit in a residential cooperative housing corporation and
a collateral
assignment of the related Co-op Lease.
COUNTERPARTY: JPMorgan Chase Bank, National Association, in its
capacity as
cap counterparty under the Yield Maintenance Agreement, and its
successors in
interest.
CREDIT SUPPORT: With respect to each Class of Subordinated
Certificates
(other than the Class B-5 Certificates), the level of credit
support supporting
such Class, expressed as a percentage of the aggregate Outstanding
Certificate
Principal Balance of all Classes of Certificates (other than the
Class A-P
Certficates). With respect to each Distribution Date, Credit
Support for each
such Class will equal in each case the percentage, rounded to two
decimal
places, obtained by dividing the aggregate Outstanding Certificate
Principal
Balances immediately prior to such Distribution Date of all Classes
of
Subordinated Certificates having higher numerical class
designations than such
Class (for this purpose, the Class M Certificates shall be deemed
to have a
lower numerical class designation than each Class of Class B
Certificates and
the Class A-M Certificates shall be deemed to have a lower
numerical class
designation than the Class M-1 Certificates) by the aggregate
Outstanding
Certificate Principal Balance of all Classes of Certificates (other
than the
Class A-P Certificates) immediately prior to such Distribution
Date.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which
the
aggregate Outstanding Certificate Principal Balance of the
Subordinated
Certificates has been or will be reduced to zero.
CUSTODIAN: JPMorgan Chase Bank, N.A., and its permitted successors
in
interest.
CUT-OFF DATE: October 1, 2006.
DEBT
SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction
in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent
jurisdiction in a proceeding under the Bankruptcy Code, other than
such a
reduction resulting from a Deficient Valuation.
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DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
of the
related Mortgaged Property (or stock allocated to a dwelling unit,
in the case
of a Co-op Loan) by a court of competent jurisdiction in an amount
less than the
then outstanding Principal Balance of the Mortgage Loan, which
valuation results
from a proceeding initiated under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: The Certificates referred to in Section
4.01(c).
DEPOSITOR: Chase Mortgage Finance Corporation, a Delaware
corporation, or
its successor in interest or any successor under this Agreement
appointed as
herein provided.
DEPOSITORY: The Depository Trust Company, the nominee of which is
Cede &
Co.
DEPOSITORY AGREEMENT: The agreement referred to in Section
4.01(b).
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
DETERMINATION DATE: The sixteenth day of the month in which the
related
Distribution Date occurs (or, if such sixteenth day is not a
Business Day, the
preceding Business Day).
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan have a Net Mortgage Rate
less
than the applicable Remittance Rate.
DISQUALIFIED ORGANIZATION: An organization referred to in
Section
860E(e)(5) of the Code.
DISTRIBUTION DATE: The 25th day of any month, or if such 25th day
is not a
Business Day, the first Business Day immediately following,
beginning with
November 27, 2006.
DUE
DATE: The first day of each month, being the day of the month on
which
each Monthly Payment is due on a Mortgage Loan, exclusive of any
days of grace.
DUE
PERIOD: With respect to any Distribution Date, the period from
the
second day of the month preceding the month in which such
Distribution Date
occurs through the first day of the month in which such
Distribution Date
occurs.
ELIGIBLE ACCOUNT: An account that is (i) maintained with a
depository
institution the long-term unsecured debt obligations of which are
rated by each
Rating Agency in one of its two highest rating categories, or (ii)
maintained
with the corporate trust department of a national bank or banking
corporation
which (a) has a rating of at least Baa3 or P-3 by Moody's and (b)
is either
Chase or is the corporate trust department of a national bank or
banking
corporation which has a rating of at least A-1 by S&P and F1 by
Fitch Ratings,
or (iii) an account or accounts the deposits in which are fully
insured by the
FDIC, or (iv) an account or accounts in a depository institution in
which such
accounts are insured by the FDIC (to the limit established by the
FDIC), the
uninsured deposits in which accounts are otherwise secured such
that, as
evidenced by an Opinion of Counsel delivered to and acceptable to
the Trustee
and each Rating Agency, the Certificateholders have a claim with
respect to the
funds in such account and a perfected first security interest
against any
collateral (which shall be limited to Eligible Investments)
securing such funds
that is superior to claims of any other depositors or creditors of
the
depository institution with which such account is maintained,
provided, however,
that such uninsured deposits do not result in the reduction of the
ratings
assigned to the Certificates by the Rating Agencies as evidenced by
a
15
<PAGE>
letter from each Rating Agency or (v) otherwise acceptable to each
Rating Agency
without reduction or withdrawal of the rating of any Class of
Certificates, as
evidenced by a letter from each Rating Agency.
ELIGIBLE INVESTMENTS: One or more of the following:
(i)
obligations of, or guaranteed as to principal and interest by,
the
United States or obligations of any agency or instrumentality
thereof when such
obligations are backed by the full faith and credit of the United
States;
provided that any such obligation held as a "cash flow investment"
within the
meaning of section 860G(a)(6) of the Code shall mature before the
next
Distribution Date;
(ii)
repurchase agreements on obligations specified in clause (i)
maturing
not more than two months from the date of acquisition thereof,
provided that the
long-term unsecured obligations of the party agreeing to repurchase
such
obligations are at the time rated by each Rating Agency with its
highest rating
and the short-term debt obligations of the party agreeing to
repurchase are
rated with one of the two highest ratings by Moody's, A-1+ by
S&P and, if rated
by Fitch, F+ by Fitch;
(iii) federal funds, certificates of deposit, time deposits and
bankers'
acceptances (other than bankers' acceptances issued by Chase or any
of its
Affiliates) (which shall each have an original maturity of not more
than 60 days
and, in the case of bankers' acceptances, shall in no event have an
original
maturity of more than 365 days) of any United States depository
institution or
trust company incorporated under the laws of the United States or
any state,
provided that the long-term unsecured debt obligations of such
depository
institution or trust company at the date of acquisition thereof
have been rated
by each Rating Agency with its highest rating and the short-term
obligations of
such depository institution or trust company are rated A-1+ by
S&P, P-1 by
Moody's and, if rated by Fitch, F+ by Fitch;
(iv)
commercial paper (other than commercial paper issued by Chase or
any
of its Affiliates) (having original maturities of not more than 365
days) of any
corporation incorporated under the laws of the United States or any
state
thereof which on the date of acquisition has been rated by each
Rating Agency in
its highest short-term unsecured commercial paper rating category;
provided that
such commercial paper shall have a remaining maturity of not more
than 45 days;
(v)
units of taxable money market funds (including those for which
the
Trustee or the Servicer or any Affiliate thereof acts as sponsor,
administrator
or the like and receives compensation with respect to such
investment) which may
be 12b-1 funds, as contemplated under the rules promulgated by the
Commission
under the Investment Company Act of 1940, as amended, and which
funds have been
rated by each Rating Agency in its highest rating category or which
have been
designated in writing by each Rating Agency as Eligible Investments
with respect
to this definition; or
(vi)
other obligations or securities (other than investments or
obligations
of Chase or any of its Affiliates) acceptable to each Rating Agency
rating the
Certificates as an Eligible Investment hereunder and will not
result in a
reduction or withdrawal in the then current rating of any Class of
Certificates,
as evidenced by a letter to such effect from each Rating
Agency;
Provided that no such instrument shall be an Eligible Investment if
such
instrument evidences either (a) a right to receive only interest
payments with
respect to the obligations underlying such instrument, or (b) both
principal and
interest payments derived from obligations underlying such
instrument where the
interest and principal payments with respect to such instrument
provide a yield
to maturity of greater than 120% of the yield to maturity at par of
such
underlying obligations; and provided further that no such
instrument shall be
purchased above par; and provided further that each Eligible
Investment must be
a "permitted investment" within the meaning of Section 860G(a)(5)
of the Code.
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<PAGE>
ERISA: The Employee Retirement Income Security Act of 1974, as
amended from
time to time, and any successor statutes thereto, and applicable
U.S. Department
of Labor temporary or final regulations promulgated thereunder.
ERISA QUALIFYING UNDERWRITING: A best efforts or firm
commitment
underwriting or private placement that would satisfy the
requirements of
Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14797 (March
28, 2002),
as amended, or any substantially similar administrative exemption
granted by the
U.S. Department of Labor to Chase, except, in relevant part, for
the requirement
that the certificates have received a rating at the time of
acquisition that is
in one of the three (or four, in the case of a "designated
transaction") highest
generic rating categories by at least one of the Rating
Agencies.
ERISA RESTRICTED CERTIFICATE: Any Class B-3, Class B-4 or Class
B-5
Certificate and any other Certificate, as long as the acquisition
and holding of
such Certificate is not covered by and exempt under Prohibited
Transaction
Exemption 2002-19, 67 Fed. Reg. 14797 (March 28, 2002), as amended,
or any
substantially similar administrative exemption granted by the U.S.
Department of
Labor to Chase.
ESCROW ACCOUNT: The account or accounts created and maintained
pursuant to
Section 5.10.
ESCROW PAYMENTS: The amounts constituting applicable ground rents,
taxes,
assessments, water rates, Standard Hazard Policy premiums and other
payments
required to be escrowed by the Mortgagor with the mortgagee
pursuant to a
Mortgage Loan.
EVENT OF DEFAULT: Any of the events specified in Section 9.01.
EXCEPTION REPORT: The report of the Custodian or Trustee, as
applicable,
referred to in Section 2.02.
EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof,
which
exceeds the then applicable Bankruptcy Amount.
EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which
exceeds the
then applicable Fraud Loss Amount.
EXCESS LOSSES: Excess Bankruptcy Losses, Excess Fraud Losses and
Excess
Special Hazard Losses, referred to collectively.
EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or portion
thereof,
that exceeds the then applicable Special Hazard Amount.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation or any
successor
organization.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor
organization.
FIDELITY BOND: The fidelity bond and errors and omissions insurance
to be
maintained by the Servicer pursuant to Section 5.19.
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<PAGE>
FINAL SCHEDULED DISTRIBUTION DATE: With respect to the Certificates
other
than the Class 2-A Certificates, the Distribution Date in November
2036, and
with respect to the Class 2-A Certificates, the Distribution Date
in November
2021.
FITCH RATINGS: Fitch, Inc. or its successor in interest.
FNMA: The Federal National Mortgage Association, or any
successor
organization.
FNMA
GUIDES: The FNMA Sellers' Guide and the FNMA Servicers' Guide, and
all
amendments or additions thereto.
FRAUD LOSS: Any Realized Loss or portion thereof sustained by
reason of a
default arising from fraud, dishonesty or misrepresentation in
connection with
the related Mortgage Loan, including by reason of the denial of
coverage under
any related Primary Insurance Policy.
FRAUD LOSS AMOUNT: As of any date of determination after the
Cut-off Date,
an amount (initially, $24,000,059.39) equal to (X) prior to the
third
anniversary of the Cut-off Date, (a) 1.00% of the aggregate
principal balance of
all of the Mortgage Loans as of the most recent anniversary of the
Cut-off Date
minus (b) the aggregate amounts allocated to the Certificates with
respect to
Fraud Losses on the Mortgage Loans since the most recent
anniversary of the
Cut-off Date up to such date of determination, (Y) from the third
to (but
excluding) the fifth anniversary of the Cut-off Date, (a) 0.50% of
the aggregate
principal balance of all of the Mortgage Loans as of the most
recent anniversary
of the Cut-off Date minus (b) the aggregate amounts allocated to
the
Certificates with respect to Fraud Losses on the Mortgage Loans
since the most
recent anniversary of the Cut-off Date up to such date of
determination and (Z)
on and after the fifth anniversary of the Cut-off Date, zero.
GROUP ONE CLASS A-P AMOUNT: With respect to any Distribution Date,
the
applicable PO Percentage of (i) all principal received on or in
respect of each
Discount Mortgage Loan in Mortgage Group One (exclusive of any
amounts in
respect of any Monthly Payment) during the related Principal
Prepayment Period
and (ii) all principal received as part of a Monthly Payment on or
in respect of
a Discount Mortgage Loan in Mortgage Group One during the related
Due Period.
GROUP ONE MORTGAGE LOANS: The Mortgage Loans in Mortgage Group
One.
GROUP ONE MORTGAGE POOL PRINCIPAL BALANCE: As of any date of
determination,
the aggregate of the Principal Balances of each Outstanding
Mortgage Loan in
Mortgage Group One on such date of determination less the principal
portion of
any Monthly Payment due but not paid with respect to which an
Advance has not
been made.
GROUP ONE NON-PO ALLOCATED AMOUNT: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Loan in Mortgage Group One on such date of determination
by the Non-PO
Percentage with respect to such Mortgage Loan and (ii) summing the
results.
GROUP ONE REMITTANCE RATE: 6.00% per annum.
GROUP ONE STRIPPED INTEREST RATE: The excess of the weighted
average Net
Mortgage Rate of the Group One Mortgage Loans that are Non-Discount
Mortgage
Loans over the Group One Remittance Rate.
GROUP ONE SUBORDINATED AMOUNT: For any Distribution Date, the
excess of the
Group One Non-PO Allocated Amount immediately following the
preceding
Distribution Date (or as of
18
<PAGE>
the Cut-off Date if there is no preceding Distribution Date) over
the aggregate
outstanding Principal Balance of the Class 1-A Certificates (prior
to giving
effect to distributions to be made on such Distribution Date and
allocation of
losses to be made on such Distribution Date).
GROUP TWO CLASS A-P AMOUNT: With respect to any Distribution Date,
the
applicable PO Percentage of (i) all principal received on or in
respect of each
Discount Mortgage Loan in Mortgage Group Two (exclusive of any
amounts in
respect of any Monthly Payment) during the related Principal
Prepayment Period
and (ii) all principal received as part of a Monthly Payment on or
in respect of
a Discount Mortgage Loan in Mortgage Group Two during the related
Due Period.
GROUP TWO MORTGAGE LOANS: The Mortgage Loans in Mortgage Group
Two.
GROUP TWO MORTGAGE POOL PRINCIPAL BALANCE: As of any date of
determination,
the aggregate of the Principal Balances of each Outstanding
Mortgage Loan in
Mortgage Group Two on such date of determination less the principal
portion of
any Monthly Payment due but not paid with respect to which an
Advance has not
been made.
GROUP TWO NON-PO ALLOCATED AMOUNT: At the time of any
determination, the
amount derived by (i) multiplying the outstanding Principal Balance
of each
Mortgage Loan in Mortgage Group Two on such date of determination
by the Non-PO
Percentage with respect to such Mortgage Loan and (ii) summing the
results.
GROUP TWO REMITTANCE RATE: 5.50% per annum.
GROUP TWO STRIPPED INTEREST RATE: The excess of the weighted
average Net
Mortgage Rate of the Group Two Mortgage Loans that are Non-Discount
Mortgage
Loans over the Group Two Remittance Rate.
GROUP TWO SUBORDINATED AMOUNT: For any Distribution Date, the
excess of the
Group Two Non-PO Allocated Amount immediately following the
preceding
Distribution Date (or as of the Cut-off Date, if there is no
preceding
Distribution Date) over the the aggregate outstanding Principal
Balance of the
Class 2-A Certificates (prior to giving effect to distributions to
be made on
such Distribution Date and allocation of losses to be made on such
Distribution
Date).
INDIRECT PARTICIPANT: A broker, dealer, bank or other financial
institution
or other Person that clears through or maintains a custodial
relationship with a
Depository Participant, either directly or indirectly.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any
insurance
policy covering a Mortgage Loan, net of costs of collecting such
proceeds and
net of amounts released to the Mortgagor or applied to the
restoration of the
Mortgaged Property (or in the underlying Mortgaged Property, in the
case of a
Co-op Loan).
INSURED EXPENSES: Expenses covered by any insurance policy.
INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and
any
Class of Certificates (other than the Class 1-A4 and Class A-P
Certificates),
the calendar month immediately preceding the month in which the
related
Distribution Date occurs, in each case calculated on the basis of a
360-day year
of twelve 30-day months. With respect to any Distribution Date and
the Class
1-A4, the period from and including the 25th day of the month
immediately
preceding the month in which such Distribution Date occurs (or from
the Closing
Date in the case of the first Distribution Date), to but
19
<PAGE>
excluding, the 25th day of the month in which such Distribution
Date occurs, in
each case calculated on the basis of a 360-day year of twelve
30-day months.
LATE
COLLECTIONS: With respect to any Mortgage Loan, all amounts
received
during any Due Period, whether as late payments of Monthly Payments
or as
Liquidation Proceeds, condemnation proceeds, Insurance Proceeds,
Subsequent
Recoveries or with respect to a disposition of a Mortgaged Property
(or stock
allocated to a dwelling unit, in the case of a Co-op Loan) which
has been
acquired by foreclosure or deed in lieu of foreclosure or
otherwise, which
represent late payments or collections of Monthly Payments due but
delinquent
for a previous Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date and the Certificate
Rate on
the Class 1-A4 Certificates, LIBOR as determined in accordance with
Section
6.07.
LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a Sunday
or (ii) a
day on which banking institutions in the city of London, England
are required or
authorized by law to be closed.
LIBOR CERTIFICATES: The Class 1-A4 Certificates.
LIQUIDATED MORTGAGE LOAN: Any Mortgage Loan (a) as to which the
Servicer
has determined that all amounts which it expects to recover from or
on account
of such Mortgage Loan or property acquired in respect thereof have
been
recovered, (b) as to which a Cash Liquidation has taken place or
(c) with
respect to which the Mortgaged Property (or stock allocated to a
dwelling unit,
in the case of a Co-op Loan) has been acquired by foreclosure or
deed in lieu of
foreclosure and a disposition (the term disposition shall include,
for purposes
of a repurchase pursuant to Section 11.01, any repurchase of a
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan)
pursuant to such Section) of such Mortgaged Property (or stock
allocated to a
dwelling unit, in the case of a Co-op Loan) has occurred.
LIQUIDATION EXPENSES: Expenses which are incurred by the Servicer
or any
Sub-Servicer in connection with the liquidation of any defaulted
Mortgage Loan
or property acquired in respect thereof including, without
limitation, legal
fees and expenses, any unreimbursed amount expended by the Servicer
pursuant to
Sections 5.16 and 5.21 respecting the related Mortgage Loan and any
related and
unreimbursed expenditures for real estate property taxes or for
property
restoration or preservation.
LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds) received
by the
Servicer in connection with the liquidation of any Mortgage Loan or
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan)
acquired in respect thereof, whether through the sale or assignment
of such
Mortgage Loan (other than pursuant to Section 5.21), trustee's
sale, foreclosure
sale or otherwise, or the sale of the Mortgaged Property (or stock
allocated to
a dwelling unit, in the case of a Co-op Loan) if the Mortgaged
Property (or
stock allocated to a dwelling unit, in the case of a Co-op Loan) is
acquired in
satisfaction of the Mortgage Loan other than amounts required to be
paid to the
Mortgagor pursuant to law or the terms of the applicable Mortgage
Note.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the
numerator
of which is the principal amount of the related Mortgage Loan at
the time of
origination (or, (i) for purposes of Section 5.15, at the time of
determination
and (ii) for purposes of a Mortgage Loan with respect to which a
conversion from
adjustable rate to fixed rate has occurred, at the time of initial
origination)
and the denominator of which is the Appraised Value of the related
Mortgaged
Property (or applicable dwelling unit, in the case of a Co-op Loan)
at the time
of origination or, in the case of a Mortgage Loan financing the
acquisition of
the Mortgaged Property (or applicable dwelling unit, in the case of
a Co-op
Loan), the sales price of the Mortgaged Property (or applicable
dwelling unit,
in the case of a Co-op Loan), if such
20
<PAGE>
sales price is less than such appraised value; provided however,
certain
Mortgage Loans financing the acquisition of a Mortgaged Property in
New York
will be based solely on the appraised value.
LOCKOUT SHIFT PERCENTAGE: With respect to any Distribution Date,
the
percentage indiated below:
DISTRIBUTION DATE OCCURRING IN
LOCKOUT SHIFT PERCENTAGE
----------------------------------------------------- ------------------------
November 2006 through October 2011...................
0%
November 2011 through October 2012...................
30%
November 2012 through October 2013...................
40%
November 2013 through October 2014...................
60%
November 2014 through October 2015...................
80%
November 2015 and thereafter.........................
100%
LONDON BUSINESS DAY: Any day on which banks are open for business
in London
and on which dealings in deposits in U.S. dollars are transacted in
the London
interbank market.
LOWER-TIER REMIC: The Lower-Tier REMIC as described in Section
2.04.
LOWER-TIER REMIC INTEREST: Any one of the Classes of Lower-Tier
REMIC
Interests described in Section 2.04.
LOWER-TIER REMIC REGULAR INTEREST: Any one of the Lower-Tier
REMIC
Interests other than the Class LT-R Interest.
LOWER-TIER REMIC SUBORDINATED BALANCE RATIO: The ratio among
the
Uncertificated Principal Balances of each of the Lower-Tier REMIC
Regular
Interests ending with the designation "A" that is equal to the
ratio among, with
respect to each such Lower-Tier REMIC Regular Interest, the excess
of (x) the
aggregate Non-PO Percentage of the Principal Balance of each of the
Mortgage
Loans in the related Mortgage Group over (y) the aggregate class
principal
amounts of the Certificate Group related to such Mortgage
Group.
MERS: Mortgage Electronic Registration Systems, Inc., a
Delaware
corporation, or any successor in interest thereto.
MERS
MORTGAGE LOAN: Any Mortgage Loan as to which the related Mortgage,
or
an Assignment of Mortgage, has been or will be recorded in the name
of MERS or
otherwise assigned to MERS, as agent for the holder from time to
time of the
Mortgage Note.
MIDDLE-TIER REMIC: [Reserved.]
MIDDLE-TIER REMIC INTEREST: [Reserved.]
MIDDLE-TIER REMIC REGULAR INTEREST: [Reserved.]
MODIFIED MORTGAGE LOAN: Any Mortgage Loan which the Servicer has
modified
pursuant to Section 5.01.
MONTHLY PAYMENT: The minimum required monthly payment of principal
and
interest due on a Mortgage Loan as specified in the Mortgage Note
for any Due
Date (before any adjustment to such scheduled amount by reason of
any bankruptcy
or similar proceeding or any moratorium or similar waiver
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<PAGE>
or grace period). Monthly Payments shall be deemed due on an
Outstanding
Mortgage Loan until such time as it becomes a Liquidated Mortgage
Loan.
MOODY'S: Moody's Investors Service, Inc. or its successor in
interest.
MORTGAGE: With respect to a Mortgage Loan that is not a Co-op Loan,
the
mortgage, deed of trust or other instrument creating a first lien
or a first
priority ownership interest in an estate in fee simple in real
property securing
a Mortgage Note. With respect to a Co-op Loan, the security
agreement creating a
security interest in the stock allocated to a dwelling unit in a
residential
cooperative housing corporation and pledged to secure such Co-op
Loan and the
related Co-op Lease.
MORTGAGE FILE: As to each Mortgage Loan, the items referred to in
Exhibit B
annexed hereto.
MORTGAGE GROUP: Pertaining to Mortgage Group One or Mortgage Group
Two, as
the case may be.
MORTGAGE GROUP ONE: The Mortgage Loans in the Trust Fund that
are
designated in the Mortgage Loan Schedule attached hereto as Exhibit
A-1 as
comprising Mortgage Group One.
MORTGAGE GROUP ONE SUBORDINATED PERCENTAGE: As of any Distribution
Date,
the difference between 100% and the Non-PO Class 1-A
Percentage.
MORTGAGE GROUP ONE SUBORDINATED PREPAYMENT PERCENTAGE: As of
any
Distribution Date, the difference between 100% and the Non-PO Class
1-A
Prepayment Percentage.
MORTGAGE GROUP TWO: The Mortgage Loans in the Trust Fund that
are
designated in the Mortgage Loan Schedule attached herero as Exhibit
A-2 as
comprising Mortgage Group Two.
MORTGAGE GROUP TWO SUBORDINATED PERCENTAGE: As of any Distribution
Date,
the difference between 100% and the Non-PO Class 2-A
Percentage.
MORTGAGE GROUP TWO SUBORDINATED PREPAYMENT PERCENTAGE: As of
any
Distribution Date, the difference between 100% and the Non-PO Class
2-A
Prepayment Percentage.
MORTGAGE LOAN: An individual mortgage loan and all rights with
respect
thereto, evidenced by a Mortgage and a Mortgage Note, sold and
assigned by the
Depositor to the Trustee and which is subject to this Agreement and
included in
the Trust Fund. The Mortgage Loans originally sold and subject to
this Agreement
are identified on the Mortgage Loan Schedule.
MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans attached
hereto as
Exhibit A as it may be amended in accordance with Section 3.03,
setting forth
the following information as to each Mortgage Loan: (i) the
Mortgage Loan
identifying number; (ii) the city, state and zip code of the
Mortgaged Property
(or Underlying Mortgaged Property, in the case of a Co-op Loan);
(iii) an
indication of whether the Mortgaged Property (or the related
residential
dwelling unit in the Underlying Mortgaged Property, in the case of
a Co-op Loan)
is owner-occupied; (iv) the property type of the Mortgaged Property
(or the
related residential dwelling unit in the Underlying Mortgaged
Property, in the
case of a Co-op Loan); (v) the original number of months to stated
maturity;
(vi) the number of months remaining to stated maturity from the
Cut-off Date;
(vii) the original Loan-to-Value Ratio; (viii) the original
principal balance of
the Mortgage Loan; (ix) the unpaid principal balance of the
Mortgage Loan as of
the close of business on the Cut-off Date; (x) the Mortgage Rate;
and (xi) the
amount of the current Monthly Payment.
22
<PAGE>
MORTGAGE NOTE: The note or other evidence of the indebtedness of
a
Mortgagor secured by a Mortgage.
MORTGAGE POOL: The pool of Mortgage Loans held in the Trust
Fund.
MORTGAGE POOL PRINCIPAL BALANCE: As of any date of determination,
the
aggregate of the Principal Balances of each Outstanding Mortgage
Loan on such
date of determination less the principal portion of any Monthly
Payment due but
not paid with respect to which an Advance has not been made,
initially
$800,001,980.
MORTGAGED PROPERTY: The property securing a Mortgage Note.
MORTGAGE RATE: With respect to each Mortgage Loan, the per annum
rate of
interest borne by the Mortgage Loan, as specified in the Mortgage
Note. The
Mortgage Rate for any Mortgage Loan shall be zero with respect to
the period
prior to the period during which interest accrues with respect to
such Mortgage
Loan's first Monthly Payment.
MORTGAGOR: The obligor on a Mortgage Note.
NET
LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation
Proceeds net of Liquidation Expenses.
NET
MORTGAGE RATE: With respect to each Mortgage Loan, a per annum rate
of
interest for the applicable period equal to the Mortgage Rate less
(i) the
Servicing Fee Rate and (ii) in the case of a substitute Mortgage
Loan, any
excess of the Mortgage Rate on the substitute Mortgage Loan over
the Mortgage
Rate on the removed Mortgage Loan.
NON-DISCOUNT MORTGAGE LOANS: Any Mortgage Loan having a Net
Mortgage Rate
in excess of the applicable Remittance Rate.
NON-MERS MORTGAGE LOAN: Any Mortgage Loan other than a MERS
Mortgage Loan.
NON-PO CLASS 1-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution
Date, the lesser of (a) the Non-PO Class 1-A Principal Balance and
(b) the sum
of:
(i) the Non-PO Class 1-A Percentage of the applicable Non-PO
Percentage of the principal portion of all Monthly Payments,
whether or not
received, which were due during the related Due Period on Group
One
Mortgage Loans which were outstanding during such Due Period;
(ii) the Non-PO Class 1-A Prepayment Percentage of the
applicable
Non-PO Percentage of all Principal Prepayments made on any Group
One
Mortgage Loan during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Loan not described in (iv)
below,
the
Non-PO Class 1-A Percentage of the applicable Non-PO Percentage of
the
principal portion of all Insurance Proceeds, condemnation awards
and any
other cash proceeds from a source other than the applicable
Mortgagor, to
the
extent required to be deposited in the Collection Account pursuant
to
Section 5.08(iv) and (v), which were received during the related
Principal
Prepayment Period with respect to a Group One Mortgage Loan, net of
related
unreimbursed Servicing Advances and net of any portion thereof
which, as to
any
such Mortgage Loan, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
23
<PAGE>
(iv) with respect to each Group One Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the lesser of (A) the
Non-PO Class 1-A Percentage of the applicable Non-PO
Percentage of an amount equal to the Principal Balance of such
Liquidated
Mortgage Loan as of the Due Date immediately preceding the date on
which it
became a Liquidated Mortgage Loan and (B) the Non-PO Class 1-A
Prepayment
Percentage of the applicable Non-PO Percentage of the Net
Liquidation
Proceeds with respect to such liquidated Mortgage Loan (net of
any
unreimbursed Advances);
(v) with respect to each Group One Mortgage Loan repurchased
during
the
related Principal Prepayment Period pursuant to Section 2.02,
3.01,
5.21
or 11.01, an amount equal to the Non-PO Class 1-A Prepayment
Percentage of the applicable Non-PO Percentage of the principal
portion of
the
Purchase Price (net of amounts with respect to which a distribution
of
principal has previously been made to the Non-PO Class 1-A
Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the excess of
the
Non-PO Class 1-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the Group One Non-PO Allocated
Amount,
as
of the preceding Distribution Date.
NON-PO CLASS 2-A OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution
Date, the lesser of (a) the Non-PO Class 2-A Principal Balance and
(b) the sum
of:
(i) the Non-PO Class 2-A Percentage of the applicable Non-PO
Percentage of the principal portion of all Monthly Payments,
whether or not
received, which were due during the related Due Period on Group
Two
Mortgage Loans which were outstanding during such Due Period;
(ii)
the Non-PO Class 2-A Prepayment Percentage of the applicable
Non-PO Percentage of all Principal Prepayments made on any Group
Two
Mortgage Loan during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Loan not described in (iv)
below,
the
Non-PO Class 2-A Percentage of the applicable Non-PO Percentage of
the
principal portion of all Insurance Proceeds, condemnation awards
and any
other cash proceeds from a source other than the applicable
Mortgagor, to
the
extent required to be deposited in the Collection Account pursuant
to
Section 5.08(iv) and (v), which were received during the related
Principal
Prepayment Period with respect to a Group Two Mortgage Loan, net of
related
unreimbursed Servicing Advances and net of any portion thereof
which, as to
any
such Mortgage Loan, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
(iv) with respect to each Group Two Mortgage Loan which has become
a
Liquidated Mortgage Loan during the related Principal Prepayment
Period,
the
lesser of (A) the Non-PO Class 2-A Percentage of the applicable
Non-PO
Percentage of an amount equal to the Principal Balance of such
Liquidated
Mortgage Loan as of the Due Date immediately preceding the date on
which it
became a Liquidated Mortgage Loan and (B) the Non-PO Class 2-A
Prepayment
Percentage of the applicable Non-PO Percentage of the Net
Liquidation
Proceeds with respect to such liquidated Mortgage Loan (net of
any
unreimbursed Advances);
(v) with respect to each Group Two Mortgage Loan repurchased
during
the
related Principal Prepayment Period pursuant to Section 2.02,
3.01,
5.21
or 11.01, an amount equal to the Non-PO Class 2-A Prepayment
Percentage of the applicable Non-PO Percentage of the applicable
Non-PO
Percentage of the principal portion of the Purchase Price (net of
amounts
with
respect to
24
<PAGE>
which a distribution of principal has previously been made to the
Non-PO
Class 2-A Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the excess of
the
Non-PO Class 2-A Principal Balance (calculated after giving effect
to
reductions thereof on such Distribution Date with respect to the
amounts
described in (i) - (v) above) over the Group Two Non-PO Allocated
Amount,
as
of the preceding Distribution Date.
NON-PO CLASS 1-A PERCENTAGE : As of any Distribution Date, a
fraction,
expressed as a percentage (which shall never exceed 100%), the
numerator of
which is the Non-PO Class 1-A Principal Balance and the denominator
of which is
the Group One Non-PO Allocated Amount as of the immediately
preceding Due Date.
NON-PO CLASS 2-A PERCENTAGE : As of any Distribution Date, a
fraction,
expressed as a percentage (which shall never exceed 100%), the
numerator of
which is the Non-PO Class 2-A Principal Balance and the denominator
of which is
the Group Two Non-PO Allocated Amount of the immediately preceding
Due Date.
NON-PO CLASS 1-A PREPAYMENT PERCENTAGE: As of any Distribution Date
up to
and including the Distribution Date in October 2011, 100%; as of
any
Distribution Date in the first year thereafter, the Non-PO Class
1-A Percentage
plus 70% of the Mortgage Group One Subordinated Percentage for such
Distribution
Date; as of any Distribution Date in the second year thereafter,
the Non-PO
Class 1-A Percentage plus 60% of the Mortgage Group One
Subordinated Percentage
for such Distribution Date; as of any Distribution Date in the
third year
thereafter, the Non-PO Class 1-A Percentage plus 40% of the
Mortgage Group One
Subordinated Percentage for such Distribution Date; as of any
Distribution Date
in the fourth year thereafter, the Non-PO Class 1-A Percentage plus
20% of the
Mortgage Group One Subordinated Percentage for such Distribution
Date; and as of
any Distribution Date after the fourth year thereafter, the Non-PO
Class 1-A
Percentage; provided that, if the Non-PO Class 1-A Percentage as of
any such
Distribution Date is greater than the Non-PO Class 1-A Percentage
on the first
Distribution Date, the Non-PO Class 1-A Prepayment Percentage shall
be 100%; and
provided further, however, that whenever the Non-PO Class 1-A
Percentage equals
0%, the Non-PO Class 1-A Prepayment Percentage shall equal 0%; and
provided
further that no reduction of the Non-PO Class 1-A Prepayment
Percentage below
the level in effect for the most recent period shall occur with
respect to any
Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (i) the aggregate outstanding Principal Balance
of Mortgage
Loans with respect to both Mortgage Groups, each taken
individually, delinquent
60 days or more (including for this purpose any Mortgage Loans in
foreclosure
and Mortgage Loans with respect to which the related Mortgaged
Property has been
acquired by the Trust Fund) does not exceed 50% of the Mortgage
Group One
Subordinated Percentage of the Mortgage Pool Principal Balance with
respect to
Mortgage Group One as of such date and (ii) cumulative Realized
Losses with
respect to both Mortgage Groups, each taken individually, do not
exceed (a) 30%
of the related Subordinated Percentage of the Mortgage Pool
Principal Balance
with respect to the related Mortgage Group as of the date of
issuance of the
Certificates (the related "Original Subordinated Principal
Balance") if such
Distribution Date occurs between and including November 2011 and
October 2012,
(b) 35% of the related Original Subordinated Principal Balance if
such
Distribution Date occurs between and including November 2012 and
October 2013,
(c) 40% of the related Original Subordinated Principal Balance if
such
Distribution Date occurs between and including November 2013 and
October 2014,
(d) 45% of the related Original Subordinated Principal Balance if
such
Distribution Date occurs between and including November 2014 and
October 2015,
and (e) 50% of the related Original Subordinated Principal Balance
if such
Distribution Date occurs during or after November 2015.
25
<PAGE>
NON-PO CLASS 2-A PREPAYMENT PERCENTAGE: As of any Distribution Date
up to
and including the Distribution Date in October 2011, 100%; as of
any
Distribution Date in the first year thereafter, the Non-PO Class
2-A Percentage
plus 70% of the Mortgage Group Two Subordinated Percentage for such
Distribution
Date; as of any Distribution Date in the second year thereafter,
the applicable
Non-PO Class 2-A Percentage plus 60% of the Mortgage Group Two
Subordinated
Percentage for such Distribution Date; as of any Distribution Date
in the third
year thereafter, the Non-PO Class 2-A Percentage plus 40% of the
Mortgage Group
Two Subordinated Percentage for such Distribution Date; as of any
Distribution
Date in the fourth year thereafter, the applicable Non-PO Class 2-A
Percentage
plus 20% of the Mortgage Group Two Subordinated Percentage for such
Distribution
Date; and as of any Distribution Date after the fourth year
thereafter, the
Non-PO Class 2-A Percentage; provided that, if the Non-PO Class 2-A
Percentage
on the first Distribution Date is greater than the Non-PO Class 2-A
Percentage,
the Non-PO Class 2-A Prepayment Percentage shall be 100%; and
provided further,
however, that whenever the Non-PO Class 2-A Percentage equals 0%,
the Non-PO
Class 2-A Prepayment Percentage shall equal 0%; and provided
further that no
reduction of the Non-PO Class 2-A Prepayment Percentage below the
level in
effect for the most recent period shall occur with respect to any
Distribution
Date unless, as of the last day of the month preceding such
Distribution Date,
(i) the aggregate outstanding Principal Balance of Mortgage Loans
with respect
to both Mortgage Groups, each taken individually, delinquent 60
days or more
(including for this purpose any Mortgage Loans in foreclosure and
Mortgage Loans
with respect to which the related Mortgaged Property has been
acquired by the
Trust Fund) does not exceed 50% of the Mortgage Group Two
Subordinated
Percentage of the Mortgage Pool Principal Balance with respect to
Mortgage Group
Two as of such date and (ii) cumulative Realized Losses with
respect to both
Mortgage Groups, each taken individually, do not exceed (a) 30% of
the related
Subordinated Percentage of the Mortgage Pool Principal Balance with
respect to
the related Mortgage Group as of the date of issuance of the
Certificates (the
related "Original Subordinated Principal Balance") if such
Distribution Date
occurs between and including November 2011 and October 2012, (b)
35% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
between and including November 2012 and October 2013, (c) 40% of
the related
Original Subordinated Principal Balance if such Distribution Date
occurs between
and including November 2013 and October 2014, (d) 45% of the
related Original
Subordinated Principal Balance if such Distribution Date occurs
between and
including November 2014 and October 2015, and (e) 50% of the
related Original
Subordinated Principal Balance if such Distribution Date occurs
during or after
November 2015.
NON-PO CLASS 1-A PRINCIPAL BALANCE: As of any Distribution Date,
(a) the
Non-PO Class 1-A Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Class 1-A
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Advances of the Servicer made
pursuant to
Section 6.03 and Realized Losses allocated to the Class 1-A
Certificates
pursuant to Section 6.04); provided that the Non-PO Class 1-A
Principal Balance
on the first Distribution Date shall be the Original Non-PO Class
1-A Principal
Balance.
NON-PO CLASS 2-A PRINCIPAL BALANCE: As of any Distribution Date,
(a) the
Non-PO Class 2-A Principal Balance for the immediately preceding
Distribution
Date less (b) amounts distributed (or deemed distributed) to the
Class 2-A
Certificateholders on such preceding Distribution Date allocable to
principal
(including the principal portion of Advances of the Servicer made
pursuant to
Section 6.03 and Realized Losses allocated to the Class 2-A
Certificates
pursuant to Section 6.04); provided that the Non-PO Class 2-A
Principal Balance
on the first Distribution Date shall be the Original Non-PO Class
2-A Principal
Balance.
NON-PO CLASS 1-A PRINCIPAL PAYMENT RULES:
26
<PAGE>
(I) With respect to
any Distribution Date up to and including the Credit
Support Depletion Date, distributions to the Class 1-A
Certificateholders
pursuant to Section 6.01(b)(ii)(A) shall be made in the following
amounts and
priority:
Concurrently:
(1)
16.5821716307%, to the Class 1-A1 Certificates, until the
Outstanding
Certificate Principal Balance of such Class has been reduced to
zero;
(2)
83.4178283693%, as follows:
(A) first, to the Class A-R Certificates, until the Outstanding
Certificate Principal Balance of such Class has been reduced to
zero;
(B) second, to the Class 1-A2, Class 1-A3, Class 1-A4, Class
1-A5,
Class 1-A6 and Class 1-A7 Certificates, as follows:
(i) first, to the Class 1-A2 and Class 1-A3 Certificates, pro
rata, based upon their Outstanding Certificate Principal Balances,
up to the
Class 1-A2 and Class 1-A3 Lockout Principal Distribution
Amount;
(ii) second, to the Class 1-A4 Certificates, up to an amount
equal to 1% of the amount remaining after payments made pursuant to
clause
(2)(B)(i) above;
(iii) third, on or after the Distribution Date in May 2007, to
the Class 1-A5 Certificates, up to an amount equal to the lesser of
(x)
$1,470,000 and (y) an amount equal to 99% of the amount remaining
after payments
made pursuant to clause (2)(B)(ii) above;
(iv) fourth, on or after the Distribution Date in November
2007,
sequentially, to the Class 1-A6 Certificates and the Class 1-A7
Certificates, in
that order, up to an aggregate amount equal to the lesser of (x)
$750,000 and
(y) an amount equal to 99% of the amount remaining after payments
made pursuant
to clause 2(B)(iii) above;
(v) fifth, sequentially, to the Class 1-A4, Class 1-A5, Class
1-A6 and Class 1-A7 Certificates, in that order, until the
Outstanding
Certificate Principal Balance of each such Class has been reduced
to zero; and
(vi) sixth, to the Class 1-A2 and Class 1-A3 Certificates, pro
rata, based upon their Outstanding Certificate Principal Balances,
until the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(II)
With respect to any Distribution Date after the Credit Support
Depletion Date, distributions pursuant to Section 6.01(b)(ii)(A)
shall be made
pro rata among the outstanding Classes of Class 1-A Certificates in
relation to
the respective Outstanding Certificate Principal Balances of such
outstanding
Classes, and not in accordance with the priority of payments among
such Classes
set forth in clause (I) above.
NON-PO CLASS 2-A PRINCIPAL PAYMENT RULES:
(I)
With respect to any Distribution Date up to and including the
Credit
Support Depletion Date, distributions to the Class 2-A
Certificateholders
pursuant to Section 6.01(b)(ii)(B) shall be made in the following
amounts and
priority:
27
<PAGE>
Concurrently:
(1)
61.4607898507%, to the Class 2-A1 Certificates, until the
Outstanding
Certificate Principal Balance of such Class has been reduced to
zero; and
(2)
38.5392101493%, to the Class 2-A2 and Class 2-A3 Certificates,
pro
rata, based upon their Outstanding Certificate Principal Balances,
until the
Outstanding Certificate Principal Balance of each such Class has
been reduced to
zero.
(II)
With respect to any Distribution Date after the Credit Support
Depletion Date, distributions pursuant to Section 6.01(b)(ii)(B)
shall be made
pro rata among the outstanding Classes of Class 2-A Certificates in
relation to
the respective Outstanding Certificate Principal Balances of such
outstanding
Classes, and not in accordance with the priority of payments among
such Classes
set forth in clause (I) above.
NON
PO PERCENTAGE: With respect to each Mortgage Loan, the
fraction,
expressed as a percentage (but not greater than 100%), the
numerator of which
equals the applicable Net Mortgage Rate and the denominator of
which equals the
applicable Remittance Rate.
NON-PO PRINCIPAL BALANCE: In the case of a Non-Discount Mortgage
Loan, the
Scheduled Principal Balance of such Mortgage Loan and, in the case
of a Discount
Mortgage Loan, the product of (i) the Scheduled Principal Balance
of such
Mortgage Loan and (ii) the Non-PO Percentage for such Mortgage
Loan.
NONRECOVERABLE ADVANCE: Any Advance previously made or proposed to
be made
in respect of a Mortgage Loan by the Servicer pursuant to Section
6.03 which, in
the good faith judgment of the Servicer, will not or, in the case
of a proposed
Advance, would not, ultimately be recoverable by the Servicer from
Late
Collections or otherwise. The determination by the Servicer that it
has made, or
would be making, a Nonrecoverable Advance shall be evidenced by a
certificate of
a Servicing Officer of the Servicer delivered to the Trustee, any
co-trustee and
the Depositor and detailing the reasons for such determination.
OFFICERS' CERTIFICATE: A certificate signed by two of the Chairman
of the
Board, the Vice Chairman of the Board, the President or a Vice
President, the
Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant
Secretaries or any other duly authorized officer of the Depositor
or the
Servicer, and delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel for
the Depositor or the Servicer and who is reasonably acceptable to
the Trustee.
ORIGINAL CERTIFICATE PRINCIPAL BALANCE: With respect to any Class
of
Certificates, the amount specified for such Class or Component in
Section
4.01(d).
ORIGINAL CLASS A PRINCIPAL BALANCE:
$766,001,894.
ORIGINAL NON-PO CLASS 1-A PRINCIPAL BALANCE: $603,057,321.
ORIGINAL NON-PO CLASS 2-A PRINCIPAL BALANCE: $162,705,361.
ORIGINAL CLASS M PRINCIPAL BALANCE:
$ 24,400,000.
ORIGINAL CLASS B PRINCIPAL BALANCE:
$ 9,600,084.
28
<PAGE>
ORIGINAL CREDIT SUPPORT: With respect to any Class of
Subordinated
Certificates (other than the Class B-5 Certificates), the level of
Credit
Support indicated below:
Class A-M:
3.00%
Class M-1:
1.20%
Class B-1:
0.70%
Class B-2:
0.45%
Class B-3:
0.25%
Class B-4:
0.15%
OUTSTANDING CERTIFICATE GROUP: With respect to any Distribution
Date, any
Certificate Group which has not become a Retired Certificate Group
on any prior
Distribution Date.
ORIGINAL SUBORDINATED PRINCIPAL BALANCE: With respect to any
Mortgage
Group, the related Subordinated Amount, as of the date of issuance
of the
Certificates.
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any
Class of
Certificates of Certificates or Component (other than the Class
1-AX and Class
2-AX Certificates) and any Distribution Date, the Original
Certificate Principal
Balance of such Class or Component minus the sum of (i) any
distributions of
principal made on such Class or Component prior to such
Distribution Date and
(ii) any Realized Losses allocated to such Class prior to such
Distribution
Date; plus, in the case of the Class 1-A7 Certificates, on each
Distribution
Date prior to the Class 1-A7 Accretion Termination Date, the
amounts calculated
for such Distribution Date pursuant to Section 6.01(I)(b)(i)(N);
provided,
however, that on any Distribution Date on which a Subsequent
Recovery is
distributed, the Outstanding Certificate Principal Balance of any
Class of
Certificates then outstanding for which any Realized Loss has been
applied will
be increased, in order of seniority, by an amount equal to the
lesser of (i) the
amount the Class of Certificates has been reduced by any Realized
Losses which
have not been previously offset by any Subsequent Recovery pursuant
to this
proviso and (ii) the total amount of any Subsequent Recovery
distributed on such
date to Certificateholders (as reduced (x) by increases in the
Outstanding
Certificate Principal Balance of more senior Classes of
Certificates on such
Distribution Date and (y) to reflect a proportionate amount of what
would (but
for this clause (y)) have been the increases in the Outstanding
Certificate
Principal Balance of Classes of Certificates of equal seniority on
such
Distribution Date); provided, further, however, that (I) with
respect to the
Class of Class B Certificates then outstanding having the highest
numerical
class designation, the Outstanding Certificate Principal Balance of
such Class
shall equal the excess of the Mortgage Pool Principal Balance
(together with the
principal portion of any Monthly Payment due but not paid with
respect to which
an Advance has not been made) over the sum of the Outstanding
Certificate
Principal Balances of all Classes of Certificates (other than the
Class of Class
B Certificates then outstanding having the highest numerical class
designation);
and (II) during such time as the Outstanding Certificate Principal
Balance of
the Class B-1 Certificates equals zero, with respect to the Class
of Class M
Certificates then outstanding having the highest numerical class
designation
(for the purposes of this paragraph, the Class M-1 Certificates
shall be deemed
to have a higher numerical class designation than the Class A-M
Certificates),
the Outstanding Certificate Principal Balance of such Class shall
equal the
excess of the Mortgage Pool Principal Balance (together with the
principal
portion of any Monthly Payment due but not paid with respect to
which an Advance
has not been made) over the sum of the Outstanding Certificate
Principal
Balances of all Classes of Certificates (other than the Class of
Class M
Certificates then outstanding having the highest numerical class
designation).
29
<PAGE>
OUTSTANDING MORTGAGE LOAN: As to any Distribution Date, a Mortgage
Loan
which was not paid in full during the related or any previous
Principal
Prepayment Period, which did not become a Liquidated Mortgage Loan
during the
related or any previous Principal Prepayment Period and which was
not
repurchased under Section 2.02, 3.01, 5.01, 5.21 or 11.01 during
the related or
any previous Principal Prepayment Period.
OVERCOLLATERALIZED GROUP: As defined in Section
6.01(I)(b)(ix)(B).
PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section
860E(e)(6) of
the Code.
PAYING AGENT: The Person appointed by the Trustee as Paying Agent
pursuant
to Section 4.05.
PERCENTAGE INTEREST: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made hereunder,
such
percentage interest being equal, with respect to any Class, to the
percentage
obtained by dividing the Outstanding Certificate Principal Balance
(or the Class
1-AX Notional Amount and Class 2-AX Notional Amount in the case of
the Class
1-AX and Class 2-AX Certificates, respectively) of such Certificate
by the
aggregate of the Outstanding Certificate Principal Balances (or the
Class 1-AX
Notional Amount and Class 2-AX Notional Amount in the case of the
Class 1-AX and
Class 2-AX Certificates, respectively) of all the Certificates of
such Class and
with respect to all Certificates, the percentage obtained by
dividing the
Outstanding Certificate Principal Balance of such Certificate by
the aggregate
of the Outstanding Certificate Principal Balances of all the
Certificates.
PERMITTED ACTIVITIES: The primary activities of the Trust created
pursuant
to this Agreement which shall be: (i) holding Mortgage Loans
transferred from
the Depositor and other assets of the Trust Fund, including any
credit
enhancement and passive derivative financial instruments that
pertain to
beneficial interests issued or sold to parties other than the
Depositor, its
Affiliates, or its agents; (ii) issuing certificates and other
interests in the
assets of the Trust Fund; (iii) receiving collections on the
Mortgage Loans and
making payments on such certificates and interests in accordance
with the terms
of this Agreement; and (iv) engaging in other activities that are
necessary or
incidental to accomplish these limited purposes, which activities
cannot be
contrary to the status of the Trust Fund as a qualified special
purpose entity
under existing accounting literature.
PERSON: Any individual, corporation, partnership, limited
liability
company, limited liability partnership, joint venture, association,
joint-stock
company, trust, unincorporated organization or government or any
agency or
political subdivision thereof.
PO
PERCENTAGE: The PO Percentage with respect to each Mortgage Loan
as
identified on the Mortgage Loan Schedule, such percentage being
equal to the
fraction, expressed as a percentage (but not less than 0%), the
numerator of
which equals the excess of the applicable Remittance Rate over the
applicable
Net Mortgage Rate and the denominator of which equals the
applicable Remittance
Rate.
PLAN: As defined in Section 4.02(d)(i).
PRIMARY INSURANCE POLICY: Each primary policy of mortgage
guaranty
insurance or any replacement policy therefor referred to in Section
5.15 hereof.
PRINCIPAL BALANCE: At the time of any determination, the principal
balance
of a Mortgage Loan remaining to be paid at the close of business on
the Cut-off
Date (after deduction of all principal payments due on or before
the Cut-off
Date whether or not paid) (or, in the case of a substitute Mortgage
Loan
included in the Trust Fund pursuant to Section 3.03, the close of
business as of
the date of substitution) reduced by all amounts previously
distributed to
Certificateholders that are allocable to
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payments of principal on such Mortgage Loan (including the
principal portion of
Advances of the Servicer made pursuant to Section 6.03).
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on
a
Mortgage Loan (other than Late Collections) which is received other
than as part
of a monthly payment; provided, however, that the term Principal
Prepayment does
not include Insurance Proceeds, Liquidation Proceeds, Subsequent
Recoveries,
condemnation awards or other cash proceeds from a source other than
the
applicable Mortgagor.
PRINCIPAL PREPAYMENT PERIOD: With respect to any Distribution Date,
the
period beginning on the first day of the month preceding the month
in which such
Distribution Date occurs and ending on the last day of such
month.
PTCE: As defined in Section 4.02(d)(i).
PURCHASE PRICE: With respect to any Mortgage Loan required to be
purchased
on any date pursuant to Section 2.02, 3.01, 5.01, 5.21 or 11.01, an
amount equal
to the sum of (a) 100% of the Principal Balance thereof, (b) unpaid
accrued
interest at the Mortgage Rate thereon from the Due Date on which
interest was
last paid by the Mortgagor or Advanced by the Servicer to the Due
Date next
following the date of repurchase, (c) the aggregate of any
unreimbursed Advances
and any unreimbursed Servicing Advances and (d) any unreimbursed
costs,
penalties and/or damages incurred by the Trust Fund and/or the
Trustee in
connection with any violation relating to such Mortgage Loan of any
predatory or
abusive lending law.
QUALIFIED INSURER: An insurance company duly qualified as such
under the
laws of the states in which the Mortgaged Properties are located,
duly
authorized and licensed in such states to transact the applicable
insurance
business and to write the insurance provided, approved as an
insurer by FNMA and
FHLMC and whose claims-paying ability is rated in the two highest
rating
categories by S&P, Moody's and Fitch with respect to primary
mortgage insurance
and in the two highest rating categories for general policyholder
rating and
financial performance index rating by A.M. Best Company or its
successor in
interest with respect to hazard and flood insurance.
RATE
ADJUSTMENT DATE: The second LIBOR Business Day prior to the first
day
of each Interest Accrual Period after the initial Interest Accrual
Period.
RATE
CAP CEILING: With respect to the Class 1-A4 Yield Maintenance
Agreement and the applicable Distribution Date, the rate specified
in Exhibit U
under the heading "Ceiling" for that Distribution Date.
RATING AGENCY: Any nationally recognized statistical rating
organization,
or its successor, that rated one or more Classes of Certificates at
the request
of the Depositor at the time of the initial issuance of the
Certificates. If
such organization or a successor is no longer in existence, "Rating
Agency"
shall be such nationally recognized statistical rating
organization, or other
comparable Person, designated by the Depositor, notice of which
designation
shall be given to the Trustee and the Servicer. References herein
to the two
highest long-term debt rating categories of a Rating Agency shall
mean AA or
better in the case of S&P and Fitch Ratings and Aa or better in
the case of
Moody's.
REALIZED LOSS: With respect to (i) a Liquidated Mortgage Loan, the
amount,
if any, by which the unpaid Principal Balance and accrued interest
thereon at a
rate equal to the Net Mortgage Rate exceeds the amount actually
recovered by the
Servicer with respect thereto (net of reimbursement of Advances and
Servicing
Advances) at the time such Mortgage Loan became a Liquidated
Mortgage Loan or
(ii) with respect to a Mortgage Loan which is not a Liquidated
Mortgage Loan,
any amount of principal
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that the Mortgagor is no longer legally required to pay (except for
the
extinguishment of debt that results from the exercise of remedies
due to default
by the Mortgagor).
REALIZED LOSS INTEREST SHORTFALL: The meaning specified in Section
6.05(c).
RECORD DATE: With respect to each Class of Certificates (other than
the
Class 1-A4 Certificates), the close of business of the last
Business Day of the
month preceding the month of the related Distribution Date. With
respect to the
Class 1-A4 Certificates, the close of business on the business day
immediately
preceding the related Distribution Date.
REFERENCE BANKS: Four majory banks in the London interbank market
selected
by the Counterparty.
REGULATION AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from
time to time,
and subject to such clarification and interpretation as have been
provided by
the Commission in the adopting release (Asset-Backed Securities,
Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff
of the Commission, or as may be provided by the Commission or its
staff from
time to time.
RELEVANT MORTGAGE LOAN: The meaning specified in Section 5.01.
RELIEF ACT: The Servicemembers Civil Relief Act or the California
Military
and Veterans Code, as amended, or any other similar state or local
law.
REMIC: A "real estate mortgage investment conduit," as such term is
defined
in Section 860D of the Code. References herein to "a REMIC" or "the
REMICs"
shall mean one or all, as the context requires, of the REMICs
created hereunder.
REMIC POOL: Each of
the Lower-Tier REMIC and the Upper-Tier REMIC.
REMIC PROVISIONS: Provisions of the federal income tax law relating
to
REMICs which appear at Sections 860A through 860G of Part IV of
Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S. Department
of the Treasury temporary, proposed or final regulations and
rulings promulgated
thereunder, as the foregoing are in effect (or with respect to
proposed
regulations, are proposed to be in effect) from time to time.
REMIC REPORTING AGENT: As defined in Section 7.02(b).
REMITTANCE RATE: The Group One Remittance Rate or the Group Two
Remittance
Rate, as applicable.
REPURCHASE PROCEEDS: All proceeds of any Mortgage Loan or property
acquired
in respect thereof repurchased pursuant to Section 2.02, 3.01,
5.01, 5.21 or
11.01.
RESERVE FUND: As defined in Section 5.29.
RESIDUAL INTEREST: The interest represented by (i) amounts, if
any,
remaining in the Collection Account following termination of the
Trust Fund
after payments to the Class A Certificateholders (other than the
Class A-R
Certificateholders), the Class M Certificateholders and the Class
B
Certificateholders and (ii) amounts paid in respect of principal
and accrued
interest on the Class A-R Certificates, other than, in the case of
both (i) and
(ii), amounts attributable to the Class LT-R Interest.
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RESPONSIBLE OFFICER: When used with respect to the Trustee, any
senior vice
president, any vice president, any assistant vice president, any
senior trust
officer, any trust officer or any other officer of the Trustee in
its Agency &
Trust Office customarily performing functions similar to those
performed by any
of the above designated officers.
RETIRED CERTIFICATE GROUP: With respect to any Distribution Date,
any
Certificate Group with respect to which the aggregate Outstanding
Certificate
Principal Balance is reduced to zero on or before such Distribution
Date.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. or
its successor in interest.
SALE
AGREEMENT: The Mortgage Loan Sale Agreement dated as of October
1,
2006 between the Depositor and CHF.
SARBANES-OXLEY CERTIFICATION: The meaning specified in Section
5.24(f).
SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan as
of any
Distribution Date, the unpaid principal balance of such Mortgage
Loan as
specified in the amortization schedule at the time relating thereto
(before any
adjustment to such schedule by reason of bankruptcy or similar
proceeding or any
moratorium or similar waiver or grace period) as of the Due Date in
the month
preceding the month of such Distribution Date, or as the Cut-off
Date, with
respect to the first (1st) Distribution Date, after giving effect
to any
previously applied prepayments, the payment of principal due on
such first day
of the month and any reduction of the principal balance of such
Mortgage Loan by
a bankruptcy court, irrespective of any delinquency in payment by
the related
Mortgagor.
SECTION 302 REQUIREMENTS: Any rules or regulations promulgated
pursuant to
the Sarbanes-Oxley Act of 2002 (as such may be amended from time to
time).
SECURITIES ACT: The Securities Act of 1933, as amended.
SELLER: CHF.
SERVICER: Chase or any successor under this Agreement.
SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket"
costs and expenses incurred in the performance by the Servicer of
its servicing
obligations and which are "unanticipated expenses" (within the
meaning of
Treasury regulations section 1.860G-1(b)(3)(ii)) including, but not
limited to,
the cost of (i) the preservation, restoration and protection of the
Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), (ii)
any enforcement or judicial proceedings, including foreclosures,
(iii) the
management and liquidation of the Mortgaged Property (or stock
allocated to a
dwelling unit, in the case of a Co-op Loan) if the Mortgaged
Property (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) is
acquired in
satisfaction of the Mortgage, (iv) taxes and assessments on the
Mortgaged
Properties subject to the Mortgage Loans and (v) compliance with
the obligations
under Section 5.21.
SERVICING CRITERIA: The "servicing criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time to time.
SERVICING FEE: The amount of the monthly fee paid for the servicing
of the
Mortgage Loans, equal to, as of any Distribution Date, with respect
to each
Mortgage Loan, one-twelfth of the Servicing Fee Rate of the
Principal Balance
thereof as of the Determination Date in the preceding month,
subject to
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<PAGE>
adjustment as provided in Section 6.05. The Servicing Fee shall be
payable only
at the time of and with respect to those Mortgage Loans for which
payment is in
fact made of the entire amount of the Monthly Payments that shall
have come due
and only at the time such Monthly Payment shall be made. The right
to receive
the Servicing Fee is limited to, and the Servicing Fee is payable
solely from,
the interest portion of such Monthly Payments (or the interest
portion of any
Principal Prepayment in full) collected by the Servicer, or as
otherwise
provided under Section 5.09 or 5.23.
SERVICING FEE RATE: 0.2560% per annum.
SERVICING OFFICER: Any officer of the Servicer or any Sub-Servicer
involved
in, or responsible for, the administration and servicing of the
Mortgage Loans
whose name appears on a written certificate listing servicing
officers furnished
to the Trustee by the Servicer on or prior to the Closing Date, and
signed on
behalf of the Servicer or any Sub-Servicer by its President, any
Vice President
or its Treasurer, as such certificate may from time to time be
amended.
SFAS
140: Statement of Financial Accounting Standard No. 140,
Accounting
for Transfers and Servicing of Financial Assets and Extinguishment
of
Liabilities dated September 2000, published by the Financial
Accounting
Standards Board of the Financial Accounting Foundation.
SIMILAR LAW: The meaning specified in Section 4.02(d).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the
smallest
permissible original denomination for such Class of Certificates as
specified in
Section 4.01(d).
SPECIAL HAZARD AMOUNT: Initially, $8,000,019.80. As of the
first
anniversary of the Cut-off Date, the Special Hazard Amount shall be
reduced, but
not increased, to the lesser of (i) the initial Special Hazard
Amount less the
sum of all amounts allocated to the Subordinated Certificates in
respect of
Special Hazard Losses on the Mortgage Loans during such year or
(ii) the
Adjustment Amount for such anniversary. As of each subsequent
anniversary of the
Cut-off Date, the Special Hazard Amount shall be reduced, but not
increased, to
the lesser of (i) the Special Hazard Amount on the immediately
preceding
anniversary of the Cut-off Date less the sum of all amounts
allocated to the
Subordinated Certificates in respect of Special Hazard Losses on
the Mortgage
Loans during such year and (ii) the Adjustment Amount for such
anniversary. The
"Adjustment Amount" with respect to each anniversary of the Cut-off
Date will be
equal to 1.00% multiplied by the aggregate outstanding Principal
Balance of the
Mortgage Loans.
SPECIAL HAZARD LOSS: With respect to any Mortgage Loan, any
Realized Loss
or portion thereof resulting from direct physical loss or damage to
the related
Mortgaged Property (or Underlying Mortgaged Property, in the case
of a Co-op
Loan), which is not insured against under the Standard Hazard
Policy required to
be maintained hereunder.
STANDARD HAZARD POLICY: Each standard hazard insurance policy
or
replacement therefor referred to in Section 5.16.
STARTUP DAY: The meaning specified in Section 2.04(a).
SUBCONTRACTOR: Any vendor, subcontractor or other Person that is
not
responsible for the overall servicing (as "servicing" is commonly
understood by
participants in the mortgage-backed securities market) of Mortgage
Loans but
performs one or more discrete functions identified in Item 1122(d)
of Regulation
AB with respect to Mortgage Loans as determined by and under the
direction or
authority of the Servicer or a Sub-Servicer.
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<PAGE>
SUBORDINATED CERTIFICATES: The Class M and Class B Certificates,
referred
to collectively.
SUBORDINATED OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution
Date, the lesser of (a) the aggregate Outstanding Certificate
Principal Balance
of the Subordinated Certificates (before giving effect to any
distributions of
principal on such Distribution Date) and (b) (1) the sum of: (i)
the applicable
Subordinated Percentage of the applicable Non-PO Percentage of the
principal
portion of all Monthly Payments, whether or not received, which
were due during
the related Due Period on Mortgage Loans which were outstanding
during such Due
Period; (ii) the applicable Subordinated Prepayment Percentage of
the applicable
Non-PO Percentage of all Principal Prepayments made on any Mortgage
Loan during
the related Principal Prepayment Period; (iii) with respect to each
Mortgage
Loan not described in (iv) below, the applicable Subordinated
Percentage of the
applicable Non-PO Percentage of the principal portion of all
Insurance Proceeds,
condemnation awards and any other cash proceeds from a source other
than the
applicable Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were received
during the
related Principal Prepayment Period, net of related unreimbursed
Servicing
Advances and net of any portion thereof which, as to any such
Mortgage Loan,
constitutes Late Collections that have been the subject of an
Advance on any
prior Distribution Date; (iv) with respect to each Mortgage Loan
which has
become a Liquidated Mortgage Loan during the related Principal
Prepayment
Period, an amount equal to the portion (if any) of the Net
Liquidation Proceeds
with respect to such Mortgage Loan (net of any unreimbursed
Advances) that was
not included in the Group One Class A-P Amount, the Group Two Class
A-P Amount,
the Non-PO Class 1-A Optimal Principal Amount or Non-PO Class 2-A
Optimal
Principal Amount with respect to such Distribution Date; and (v)
with respect to
each Mortgage Loan repurchased or purchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01, an amount
equal to the applicable Subordinated Prepayment Percentage of
applicable Non-PO
Percentage of the principal portion of the Purchase Price (net of
amounts with
respect to which a distribution of principal has previously been
made to the
Subordinated Certificateholders) minus (2) the Class A-P Shortfall
Amount with
respect to such Distribution Date.
SUBORDINATED PERCENTAGE: The Mortgage Group One Subordinated
Percentage or
the Mortgage Group Two Subordinated Percentage, as the case may
be.
SUBORDINATED PREPAYMENT PERCENTAGE: The Mortgage Group One
Subordinated
Prepayment Percentage or the Mortgage Group Two Subordinated
Prepayment
Percentage, as the case may be.
SUB-SERVICER: Any Person that services Mortgage Loans on behalf of
the
Servicer or any Sub-Servicer and is responsible for the performance
(whether
directly or through Subservicers or Subcontractors) of a
substantial portion of
the material servicing functions required to be performed by the
Servicer under
this Agreement that are identified in Item 1122(d) of Regulation
AB. Any
Sub-Servicer shall meet the qualifications set forth in Section
5.02.
SUB-SERVICING AGREEMENT: Any agreement between the Servicer and
any
Sub-Servicer, relating to servicing or administration of certain
Mortgage Loans
as provided in Section 5.02, in such form as has been approved by
the Servicer
and the Depositor.
SUBSEQUENT RECOVERY: The amount, if any, recovered by the Servicer
with
respect to a Liquidated Mortgage Loan with respect to which a
Realized Loss has
been incurred after liquidation and disposition of such Mortgage
Loan.
SUBSTITUTE EXCESS INTEREST: As defined in Section 3.03.
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TELERATE SCREEN PAGE 3750: The display designated as page 3750 on
the Dow
Jones Telerate Service or such other page as may replace page 3750
on that
service for the purpose of displaying London interbank offered
rates of major
banks.
TRUST: The Trust created pursuant to this Agreement.
TRUST FUND: The corpus of the Trust consisting of (i) the Mortgage
Loans,
(ii) such assets as shall from time to time be identified as
deposited in the
Collection Account and the Certificate Account, (iii) the Trust's
rights under
the Yield Maintenance Agreement, (iv) property which secured a
Mortgage Loan and
which has been acquired by foreclosure or deed in lieu of
foreclosure, (v)
Standard Hazard Policies and any other insurance policies, and the
proceeds
thereof and (vi) any proceeds of any of the foregoing.
TRUSTEE: The Bank of New York Trust Company, N.A., a national
banking
association and its successors and any corporation resulting from
or surviving
any consolidation or merger to which it or its successors may be a
party, and
any successor trustee at the time serving as successor trustee
hereunder,
appointed as herein provided.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to any Lower-Tier
REMIC
Regular Interest as of any Distribution Date, the initial principal
amount of
such regular interest, reduced by (i) all amounts distributed on
previous
Distribution Dates on such regular interest with respect to
principal and (ii)
the principal portion of all Realized Losses allocated prior to
such
Distribution Date to such regular interest, and increased with
respect to
Subsequent Recoveries as provided in Section 2.04.
UNDERCOLLATERALIZED POOL: As defined in Section
6.01(I)(b)(ix)(B).
UPPER-TIER REMIC: The Upper-Tier REMIC as described in Section
2.04.
UPPER-TIER REMIC REGULAR INTERESTS: (i) Each of the Classes of
Certificates
(other than the Class A-R Certificate, Class A-P Certificate and
Class 1-A4
Certificate), (ii) each of the Class A-P Component One and Class
A-P Component
Two and (iii) the rights under the Class 1-A4 Certificates other
than the rights
with respect to Basis Risk Shortfall Carryover Amounts.
U.S.
PERSON: A "United States Person" as defined in Section 7701(a)(30)
of
the Code.
YIELD MAINTENANCE AGREEMENT: The yield maintenance agreement
described in
Section 5.29 and set forth in Exhibit U hereto.
YIELD MAINTENANCE AGREEMENT REMITTANCE DATE: The day that is two
New York
business days prior to each Distribution Date, provided that if
such day is not
a New York business day, such Yield Maintenance Agreement
Remittance Date shall
be the next preceding New York business day.
[END OF ARTICLE I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND
Section 2.01 Conveyance of Mortgage Loans. The Depositor,
concurrently with
the execution and delivery hereof, does hereby sell, transfer,
assign, set over
and convey to the Trustee without recourse
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<PAGE>
all the right, title and interest of the Depositor in and to the
Mortgage Loans,
including all interest and principal received on or with respect to
the Mortgage
Loans on or after the Cut-off Date (other than Monthly Payments due
on the
Mortgage Loans on or before the Cut-off Date).
In
connection with such assignment, the Depositor does hereby deliver
to,
and deposit with, the Custodian on behalf of the Trustee the
following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) With respect to each Mortgage Loan which is not a Co-op
Loan:
(A)
Original Mortgage Note bearing all intervening endorsements,
endorsed
"Pay to the order of ______, without recourse" and signed in the
name of the
last endorsee by an authorized officer.
(B)
The original Mortgage (including all riders thereto) with evidence
of
recording thereon, or a copy thereof certified by the public
recording office in
which such Mortgage has been recorded or, if the original Mortgage
has not been
returned from the applicable public recording office, a true
certified copy of
the original that was sent for recording, certified by the
Seller.
(ii) With respect to each Non-MERS Mortgage Loan which is not a
Co-op Loan:
(A)
The original Assignment of Mortgage to "The Bank of New York
Trust
Company, N.A., as trustee (Chase Mortgage Finance Corporation),"
which
assignment shall be in form and substance acceptable for recording,
or a copy
certified by the Seller as a true and correct copy of the original
Assignment of
Mortgage which has been sent for recordation. Subject to the
foregoing, such
assignments may, if permitted by law, be by blanket assignments for
Mortgage
Loans covering Mortgaged Properties situated within the same
county. If the
Assignment of Mortgage is in blanket form, a copy of the Assignment
of Mortgage
shall be included in the related individual Mortgage File.
(B)
The original policy of title insurance, or in the event such
original
title policy is unavailable a copy of the related policy (provided
that use of a
copy is acceptable to the related title insurance or escrow
company), including
riders and endorsements thereto, or if the policy has not yet been
issued, a
written commitment or interim binder or preliminary report of title
issued by
the title insurance or escrow company.
(C)
Originals of all recorded intervening Assignments of Mortgage,
or
copies thereof, certified by the public recording office in which
such
Assignments or Mortgage have been recorded showing a complete chain
of title
from the originator to the Depositor, with evidence of recording,
thereon, or a
copy thereof certified by the public recording office in which such
Assignment
of Mortgage has been recorded or, if the original Assignment of
Mortgage has not
been returned from the applicable public recording office, a true
certified
copy, certified by the Seller of the original Assignment of
Mortgage together
with a certificate of the Seller certifying that the original
Assignment of
Mortgage has been delivered for recording in the appropriate public
recording
office of the jurisdiction in which the Mortgaged Property is
located.
(D)
Originals, or copies thereof certified by the public recording
office
in which such documents have been recorded, of each assumption,
extension,
modification, written assurance or substitution agreements, if
applicable, or if
the original of such document has not been returned from the
applicable public
recording office, a true certified copy, certified by the Seller,
of such
original document together with certificate of Seller certifying
the original of
such document has been delivered for recording in the appropriate
recording
office of the jurisdiction in which the Mortgaged Property is
located.
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(E)
If the Mortgage Note or Mortgage or any other material document
or
instrument relating to the Mortgage Loan has been signed by a
Person on behalf
of the Mortgagor, the original power of attorney or other
instrument that
authorized and empowered such Person to sign bearing evidence that
such
instrument has been recorded, if so required in the appropriate
jurisdiction
where the Mortgaged Property is located (or, in lieu thereof, a
duplicate or
conformed copy of such instrument, together with a certificate of
receipt from
the recording office, certifying that such copy represents a true
and complete
copy of the original and that such original has been or is
currently submitted
to be recorded in the appropriate governmental recording office of
the
jurisdiction where the Mortgaged Property is located), or if the
original power
of attorney or other such instrument has been delivered for
recording in the
appropriate public recording office of the jurisdiction in which
the Mortgaged
Property is located, a copy of any applicable power of
attorney.
(iii) With respect to each Co-op Loan:
(A)
(I) The original
Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of ________, without recourse" and
signed
in the name of the last endorsee by an authorized officer.
(B)
The original Mortgage
entered into by the Mortgagor with respect to
such Co-Op Loan.
(C)
The original
Assignment of Mortgage to "The Bank of New York as
trustee (Chase Mortgage Finance Corporation)".
(D)
Original Assignments
of Mortgage showing a complete chain of
assignment from the originator of the related Co-Op Loan to the
Seller.
(E)
Original Form UCC-1
and any continuation statements with evidence of
filing thereon entered into by the Mortgagor with respect to
such
Co-Op Loan or if the original of such document has not been
returned
from the applicable public recording office, a true certified copy
of
the document sent for recording.
(F)
Form UCC-3 (or copy
thereof) by the applicable Mortgage Loan Seller or
its agent assigning the security interest covered by such Form
UCC-1
to "The Bank of New York as trustee" or to blank, together with
all
Forms UCC-3 (or copies thereof) showing a complete chain of
assignment
from the originator of the related Co-op Loan to the Seller,
with
evidence of recording thereon.
(G)
Stock certificate
representing the stock allocated to the related
dwelling unit in the related residential cooperative housing
corporation and pledged by the related Mortgagor to the originator
of
such Co-op Loan with a stock power in blank attached.
(H)
Original proprietary
lease.
(I)
Original assignment of
proprietary lease, to the Trustee or to blank,
and all intervening assignments thereof.
(J)
Original recognition
agreement of the interests of the mortgagee with
respect to the Co-op Loan by the residential cooperative
housing
corporation, the stock of which was pledged by the related
Mortgagor
to the originator of such Co-op Loan.
(K)
Originals of any
assumption, consolidation or modification agreements
relating to any of the items specified in (A) through (F) above
with
respect to such Co-op Loan.
38
<PAGE>
If
in connection with any Mortgage Loan which is not a Co-op Loan
the
Depositor cannot deliver the Mortgage, Assignments of Mortgage, or
assumption,
consolidation or modification agreement, as the case may be, with
evidence of
recording thereon concurrently with the execution and delivery of
this Agreement
solely because of a delay caused by the public recording office
where such
Mortgage, Assignments of Mortgage, or assumption, consolidation or
modification
agreement, as the case may be, has been delivered for recordation,
the Depositor
shall deliver or cause to be delivered to the Trustee written
notice stating
that such Mortgage, Assignments of Mortgage, or assumption,
consolidation or
modification agreement, as the case may be, has been delivered to
the
appropriate public recording office for recordation. Thereafter,
the Depositor
shall deliver or cause to be delivered to the Trustee such
Mortgage, Assignments
of Mortgage, or assumption, consolidation or modification
agreement, as the case
may be, with evidence of recording indicated thereon upon receipt
thereof from
the public recording office.
With
respect to any Non-MERS Mortgage Loans which are not Co-op Loans,
and
as to which the related Mortgaged Property is located in Florida,
the Servicer
shall cause to be recorded in the appropriate public recording
office for real
property records each Assignment of Mortgage referred to in this
Section 2.01 as
soon as practicable. With respect to any Non-MERS Mortgage Loans
which are not
Co-op Loans as to which the related Mortgaged Property is located
outside of
Florida, the Servicer shall not be obligated to cause to be
recorded the
Assignment of Mortgage referred to in this Section 2.01. With
respect to Co-op
Loans as to which the related dwelling unit is located in Florida,
the Servicer
shall cause to be filed in the appropriate filing office the Form
UCC-3 referred
to in this Section 2.01 as soon as practicable. With respect to any
Co-op Loans
as to which the related dwelling unit is located outside Florida,
the Servicer
shall not be obligated to cause to be filed the Form UCC-3 referred
to in this
Section 2.01. While each such Assignment of Mortgage or Form UCC-3
is being
recorded or filed, as applicable, the Servicer shall deliver to the
Trustee a
photocopy of such document. If any such Assignment of Mortgage or
Form UCC-3 is
returned unrecorded or unfiled to the Servicer because of any
defect therein,
the Servicer shall cause such defect to be cured and such document
to be
recorded or filed in accordance with this paragraph. The Depositor
shall deliver
or cause to be delivered each such original recorded or filed
Assignment of
Mortgage and intermediate assignment or Form UCC-3 to the Trustee
within 270
days of the Closing Date or shall deliver to the Trustee on or
before such date
an Officer's Certificate stating that such document has been
delivered to the
appropriate public recording or filing office for recording or
filing, but has
not been returned solely because of a delay caused by such
recording or filing
office. In any event, the Depositor shall use all reasonable
efforts to cause
each such document with evidence of recording or filing thereon to
be delivered
to the Trustee within 300 days of the Closing Date.
With
respect to each MERS Mortgage Loan, the Trustee, at the expense of
the
Depositor and at the direction and with the cooperation of the
Servicer, shall
cause to be taken such actions as are necessary to cause the
Trustee to be
clearly identified as the owner of each such Mortgage Loan on the
records of
MERS for purposes of the system of recording transfers of
beneficial ownership
of mortgages maintained by MERS.
The
ownership of each Mortgage Note, the Mortgage and the contents of
the
related Mortgage File is vested in the Trustee. Neither the
Depositor nor the
Servicer shall take any action inconsistent with such ownership and
shall not
claim any ownership interest therein. The Depositor and the
Servicer shall
respond to any third party inquiries with respect to ownership of
the Mortgage
Loans by stating that such ownership is held by the Trustee on
behalf of the
Certificateholders. Mortgage documents relating to the Mortgage
Loans not
delivered to the Trustee are and shall be held in trust by the
Servicer or any
Sub-Servicer, for the benefit of the Trustee as the owner thereof,
and the
Servicer's or such Sub-Servicer's possession of the contents of
each Mortgage
File so retained is for the sole purpose of servicing the related
Mortgage Loan,
and such retention and possession by the Servicer or such
Sub-Servicer is in a
custodial capacity only. The Depositor agrees to take no action
inconsistent
with the Trustee's ownership
39
<PAGE>
of the Mortgage Loans, to promptly indicate to all inquiring
parties that the
Mortgage Loans have been sold and to claim no ownership interest in
the Mortgage
Loans. Each Mortgage File and the mortgage documents relating to
the Mortgage
Loans contain proprietary business information of the Servicer and
its
customers. The Trustee and the Depositor agree that they will not
use such
information for business purposes without the express written
consent of the
Servicer and that all such information shall be kept strictly
confidential.
It
is the intention of this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Trust Fund
pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a
conveyance
of Mortgage Loans from any Seller to the Depositor is characterized
as a pledge
and not a sale, then the Depositor shall be deemed to have
transferred to the
Trustee all of the Depositor's right, title and interest in, to and
under the
obligations of such Seller deemed to be secured by said pledge; and
it is the
intention of this Agreement that the Depositor shall also be deemed
to have
granted to the Trustee a first priority security interest in all of
the
Depositor's right, title, and interest in, to and under the
obligations of such
Seller to the Depositor deemed to be secured by said pledge and
that the Trustee
shall be deemed to be an independent custodian for purposes of
perfection of the
security interest granted to the Depositor. If the conveyance of
the Mortgage
Loans from the Depositor to the Trustee is characterized as a
pledge, it is the
intention of this Agreement that this Agreement shall constitute a
security
agreement under applicable law, and that the Depositor shall be
deemed to have
granted to the Trustee a first priority security interest in all of
the
Depositor's right, title and interest in, to and under the Mortgage
Loans, all
payments of principal of or interest on such Mortgage Loans, all
other rights
relating to and payments made in respect of the Trust Fund, and all
proceeds of
any thereof. If the trust created by this Agreement terminates
prior to the
satisfaction of the claims of any Person in any Certificates, the
security
interest created hereby shall continue in full force and effect and
the Trustee
shall be deemed to be the collateral agent for the benefit of such
Person.
In
addition to the conveyance made in the first paragraph of this
Section
2.01, the Depositor does hereby convey, assign and set over to the
Trustee all
of its right, title and interest in that portion of the Trust Fund
described in
items (ii), (iii), (iv) and (v) of the definition thereof and
further assigns to
the Trustee for the benefit of the Certificateholders those
representations and
warranties of the Sellers contained in the Sale Agreements and
described in
Section 3.01 hereof and the benefit of the repurchase obligations
of the Sellers
described in Sections 2.02 and 3.01 hereof and the obligations of
the Sellers
contained in the Sale Agreements to take, at the request of the
Depositor or the
Trustee, all action on its part which is reasonably necessary to
ensure the
enforceability of a Mortgage Loan.
The
parties hereto agree and understand that it is not intended that
any
mortgage loan be included in the Trust that is any of (i) a
"High-Cost Home
Loan" as defined in the New Jersey Home Ownership Act effective
November 27,
2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico
Home Loan
Protection Act effective January 1, 2004, (iii) a "High-Cost Home
Mortgage Loan"
as defined in the Massachusetts Predatory Home Loan Practices Act
effective
November 7, 2004 or (iv) a "High-Cost Home Loan" as defined by the
Indiana High
Cost Home Loan Law effective January 1, 2005.
Section 2.02 Acceptance by Trustee. Except as set forth in the
Exception
Report delivered contemporaneously herewith (the "Exception
Report"), the
Trustee acknowledges receipt by the Custodian on the Trustee's
behalf of the
Mortgage Note for each Mortgage Loan and delivery of a Mortgage
File (but does
not acknowledge receipt of all documents required to be included in
such
Mortgage File) with respect to each Mortgage Loan and declares that
the
Custodian holds and will hold on the Trustee's behalf such
documents and any
other documents constituting a part of the Mortgage Files delivered
to it in
trust for the use and benefit of all present and future
Certificateholders. The
Depositor will cause the Seller to repurchase any Mortgage Loans to
which an
exception was taken in the Exception
40
<PAGE>
Report unless such exception is cured to the satisfaction of the
Trustee within
45 Business Days of the Closing Date. The Trustee may accept
delivery of such
Mortgage Files by the Custodian on its behalf. The Custodian will
deliver a copy
of the Exception Report to the Depositor and the Trustee
The
Custodian, on the Trustee's behalf, agrees, for the benefit of
Certificateholders, to review each Mortgage File delivered to it
within 270 days
after the Closing Date to ascertain that all documents required by
Section 2.01
have been executed and received, and that such documents relate to
the Mortgage
Loans identified in Exhibit A that have been conveyed to it. If the
Custodian on
the Trustee's behalf finds any document or documents constituting a
part of a
Mortgage File to be missing or defective (that is, mutilated,
damaged, defaced
or unexecuted) in any material respect, the Custodian on the
Trustee's behalf
shall promptly (and in any event within no more than five Business
Days) after
such finding so notify the Servicer, the Seller, the Trustee and
the Depositor.
In addition, the Custodian on the Trustee's behalf shall also
notify the
Servicer, the Seller, the Trustee and the Depositor, if (a) in
examining the
Mortgage Files, the documentation shows on its face (i) any adverse
claim, lien
or encumbrance, (ii) that any Mortgage Note was overdue or had been
dishonored,
(iii) any evidence on the face of any Mortgage Note or Mortgage of
any security
interest or other right or interest therein, or (iv) any defense
against or
claim to the Mortgage Note by any party or (b) the original
Mortgage with
evidence of recording thereon with respect to a Mortgage Loan is
not received
within 270 days of the Closing Date; provided, however, that if the
Depositor
cannot deliver the original Mortgage with evidence of recording
thereon because
of a delay caused by the public recording office where such
Mortgage has been
delivered for recordation, the Depositor shall deliver or cause to
be delivered
to the Custodian and the Trustee written notice stating that such
Mortgage has
been delivered to the appropriate public recording officer for
recordation and
thereafter the Depositor shall deliver or cause to be delivered
such Mortgage
with evidence of recording thereon upon receipt thereof from the
public
recording office. The Depositor shall request that the Seller
correct or cure
such omission, defect or other irregularity, or substitute a
Mortgage Loan
pursuant to the provisions of Section 3.03, within 60 days from the
date the
Seller was notified of such omission or defect and, if the Seller
does not
correct or cure such omission or defect within such period, that
the Seller
purchase such Mortgage Loan from the Trustee within 90 days from
the date the
Depositor notified the Seller and the Trustee of such omission,
defect or other
irregularity at the Purchase Price of such Mortgage Loan. The
Purchase Price for
any Mortgage Loan purchased pursuant to this Section 2.02 shall be
paid to the
Servicer and deposited by the Servicer in the Collection Account
promptly upon
receipt, and, upon receipt by the Trustee of written notification
of such
deposit signed by a Servicing Officer, the Trustee shall promptly
release to the
Seller the related Mortgage File and the Trustee shall execute and
deliver such
instruments of transfer or assignment, without recourse, as shall
be necessary
to vest in the Seller or its designee, as the case may be, any
Mortgage Loan
released pursuant hereto, and the Trustee shall have no further
responsibility
with regard to such Mortgage Loan. It is understood and agreed that
the
obligation of the Seller to purchase, cure or substitute any
Mortgage Loan as to
which a material defect in or omission of a constituent document
exists shall
constitute the sole remedy respecting such defect or omission
available to the
Trustee on behalf of Certificateholders. The Trustee shall be under
no duty or
obligation to inspect, review and examine such documents,
instruments,
certificates or other papers to determine that they are genuine,
enforceable or
appropriate to the represented purpose, or that they have actually
been
recorded, or that they are other than what they purport to be on
their face. The
Trustee shall keep confidential the name of each Mortgagor and
shall not solicit
any such Mortgagor for the purpose of refinancing the related
Mortgage Loan.
Within 280 days of the Closing Date, the Trustee based solely
on
information provided to it by the Custodian shall deliver to the
Depositor and
the Servicer the Trustee's Certification, substantially in the form
of Exhibit G
attached hereto, setting forth the status of the Mortgage Files as
of such date.
41
<PAGE>
Section 2.03 Trust Fund; Authentication of Certificates. The
Trustee
acknowledges and accepts the assignment to it of the Trust Fund
created pursuant
to this Agreement in trust for the use and benefit of all present
and future
Certificateholders. The Trustee acknowledges the assignment to it
for the
benefit of the Trust Fund of the Mortgage Loans and has caused to
be
authenticated and delivered to or upon the order of the Depositor,
in exchange
for the Mortgage Loans, Certificates duly authenticated by the
Trustee or, if an
Authenticating Agent has been appointed pursuant to Section 4.06,
the
Authenticating Agent in authorized denominations evidencing
ownership of the
entire Trust Fund.
Section 2.04 REMIC Elections.
(a)
The Depositor hereby instructs and authorizes the Paying Agent to
make
appropriate elections to treat the Trust Fund as comprising two
REMICs (the
Lower-Tier REMIC and the Upper-Tier REMIC). This Agreement shall be
construed so
as to carry out the intention of the parties that each REMIC
created hereunder
be treated as a REMIC at all times prior to the date on which the
Trust Fund is
terminated. The Closing Date is hereby designated as the "startup
day" of each
REMIC created hereunder within the meaning of Section 860G(a)(9) of
the Code.
The Lower-Tier REMIC shall hold as assets all property of the Trust
Fund other
than (i) the Lower-Tier REMIC Interests and (ii) the Yield
Maintenance Agreement
and the Reserve Fund. Each of the Lower-Tier REMIC Regular
Interests is hereby
designated a "regular interest" (within the meaning of Section
860G(a)(1) of the
Code) in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as
assets the
several classes of uncertificated Lower-Tier REMIC Regular
Interests. Each of
the Upper-Tier REMIC Regular Interests is hereby designated as a
"regular
interest" (within the meaning of Section 860G(a)(1) of the Code) in
the
Upper-Tier REMIC. The Class LT-R Interest is hereby designated as
the sole
residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the
Lower-Tier REMIC. The Residual Interest is hereby designated as the
sole
residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the
Upper-Tier REMIC. The Class A-R Certificate evidences ownership of
the Class
LT-R Interest and the Residual Interest. All interests described in
this Section
2.04(a) shall be designated as such on the Startup Day.
42
<PAGE>
LOWER-TIER REMIC
The
following table specifies the class designation, initial
principal
amount, pass-through rate and related Mortgage Group for each class
of
Lower-Tier REMIC Interest.
<TABLE>
<CAPTION>
Lower-Tier REMIC Interest Initial Principal Amount
Pass-Through
Rate Related
Mortgage Group
------------------------- ------------------------
----------------- ----------------------
<S>
<C>
<C>
<C>
LT-R
(1)
(1)
N/A
LTA-P Component One
$167,981.00
0.00%
N/A
LTA-P Component Two
$ 71,231.00
0.00%
N/A
LT1-AX
(2)
6.00%
N/A
LT2-AX
(3)
5.50%
N/A
LT1-A
(4)
6.00%
Mortgage Group One
LT1-B
(5)
6.00%
Mortgage Group One
LT2-A
(6)
5.50%
Mortgage Group Two
LT2-B
(5)
5.50%
Mortgage Group Two
</TABLE>
(1) The Class LT-R
Interest shall represent the sole class of residual interest
in
the Lower-Tier REMIC. The Class LT-R Interest will not have a
principal
amount or an interest rate. The Class LT-R Interest shall be
represented by
the
Class A-R Certificate.
(2) The Class LT1A-X
Interest is an interest only interest, has no principal
balance, is not entitled to payments of principal and will bear
interest on
its
notional amount. The notional amount of the Class LT1A-X Interest
shall
equal the Class 1-AX Notional Amount.
(3) The Class LT2A-X
Interest is an interest only interest, has no principal
balance, is not entitled to payments of principal and will bear
interest on
its
notional amount. The notional amount of the Class LT2A-X Interest
shall
equal the Class 2-AX Notional Amount.
(4) The initial
principal amount of the Class LT1-A Interest shall equal 1% of
the
Group One Subordinated Amount as of the first Distribution
Date.
(5) The initial
principal amount of each Lower-Tier REMIC Interest ending with
the
designation "B" shall equal the excess of (i) the initial Group
One
Non-PO Allocated Amount (in the case of the Class LT1-B Interest)
or the
initial Group Two Non-PO Allocated Amount (in the case of the Class
LT2-B
Interest) over (ii) the initial principal amount of the Lower-Tier
REMIC
Interest ending with the designation "A" that is related to the
same
Mortgage Group.
(6) The initial
principal amount of the Class LT2-A Interest shall equal 1% of
the
Group Two Subordinated Amount as of the first Distribution
Date.
Interest shall be payable to, and shortfalls and losses are
allocable to,
the Class LT1-AX Interest as such amounts are payable or allocable
to the Class
1-AX Certificates. Interest shall be payable to, and shortfalls and
losses are
allocable to, the Class LT2-AX Interest as such amounts are payable
or allocable
to the Class 2-AX Certificates.
Principal shall be payable to, and shortfalls, losses, prepayments
and
increases in principal amount related to Subsequent Recoveries are
allocable to,
the Class LTA-P Component One Interest as such amounts are payable
or allocable
to Class A-P Component One. Principal shall be payable to, and
shortfalls,
losses, prepayments and increases in principal amount related to
Subsequent
Recoveries are allocable to, the Class LTA-P Component Two Interest
as such
amounts are payable or allocable to Class A-P Component Two.
43
<PAGE>
After the foregoing allocations and distributions are made to the
Class
LT1-AX Interest, Class LT2-AX Interest, the Class LTA-P Component
One Interest
and the Class LTA-P Component Two Interest, distributions shall be
deemed to be
made and Realized Losses shall be deemed to be allocated to the
other Lower-Tier
REMIC Regular Interests first, so as to keep the Uncertificated
Principal
Balance of each Lower-Tier REMIC Regular Interest ending with the
designation
"A" equal to 1% of the excess of (x) the Group One Non-PO Allocated
Amount (in
the case of the Class LT1-A Interest) or the Group Two Non-PO
Allocated Amount
(in the case of the Class LT2-A Interest) over (y) the aggregate
class principal
amounts of the Class 1-A Certificates (in the case of the Class
LT1-A Interest)
or the Class 2-A Certificates (in the case of the Class LT2-A
Interest) (except
that if 1% of any such excess is greater than the principal amount
of the
corresponding Lower-Tier REMIC Regular Interest ending with the
designation "A",
the least amount of principal and Realized Losses shall be
distributed and
allocated to such Lower-Tier REMIC Regular Interests such that the
Lower-Tier
REMIC Subordinated Balance Ratio is maintained); and second, any
remaining
principal and Realized Losses to the Lower-Tier REMIC Regular
Interests ending
with the designation "B" in such a manner that the remaining
principal balance
of each such Lower-Tier REMIC Regular Interest equals the excess of
(x) the
Group One Non-PO Allocated Amount (in the case of the Class LT1-B
Interest) or
the Group Two Non-PO Allocated Amount (in the case of the Class
LT2-B Interest)
over (y) the Uncertificated Principal Balance of the Lower-Tier
REMIC Regular
Interest ending with the designation "A" which is related to the
same Mortgage
Group. All computations with respect to the Lower-Tier REMIC
Interests shall be
taken out to eight decimal places.
If
on any Distribution Date there is an increase in the principal
amount of
any Class of Certificates (other than the Class A-P Certificates)
related to
Subsequent Recoveries, then, prior to distributions of principal
and allocations
of losses on such Distribution Date with respect to the Lower-Tier
REMIC, there
shall be a corresponding increase in the Uncertificated Principal
Balance of the
Lower-Tier REMIC Regular Interests, with such increase allocated
among the
Lower-Tier REMIC Regular Interests first, to each Lower-Tier REMIC
Regular
Interest ending with the designation "A", so that the
Uncertificated Principal
Balance of each such Lower-Tier REMIC Regular Interest continues to
equal the
same percentage of the excess of (x) the Group One Non-PO Allocated
Amount (in
the case of the Class LT1-A Interest) or the Group Two Non-PO
Allocated Amount
(in the case of the Class LT2-A Interest) over (y) the aggregate
class principal
amounts of the Class 1-A Certificates (in the case of the Class
LT1-A Interest)
or the Class 2-A Certificates (in the case of the Class LT2-A
Interest) and so
that the Lower-Tier REMIC Subordinated Balance Ratio is maintained;
and second,
any remaining increase allocated to the Lower-Tier REMIC Regular
Interests
ending with the designation "B" in such a manner that the principal
balance of
each such Lower-Tier REMIC Regular Interest equals the excess of
(x) the Group
One Non-PO Allocated Amount (in the case of the Class LT1-B
Interest) or the
Group Two Non-PO Allocated Amount (in the case of the Class LT2-B
Interest) over
(y) the Uncertificated Principal Balance of the Lower-Tier REMIC
Regular
Interest ending with the designation "A" which is related to the
same Mortgage
Group.
44
<PAGE>
(b)
Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury
Regulations, the "latest possible maturity date" of each "regular
interest" in
each REMIC created hereunder is the Distribution Date immediately
following the
latest scheduled maturity of any Mortgage Loan.
(c)
The "tax matters person" with respect to each REMIC created
hereunder
for purposes of the REMIC Provisions shall be the beneficial owner
of the Class
A-R Certificate having the largest Percentage Interest of such
Class; provided,
however, that such largest beneficial owner and, to the extent
relevant, each
other Holder of a Class A-R Certificate, by its acceptance thereof,
irrevocably
appoints the Servicer as its agent and attorney-in-fact to act as
"tax matters
person" with respect to each REMIC created hereunder for purposes
of the REMIC
provisions.
(d)
It is intended that each REMIC created hereunder shall constitute,
and
that the affairs of the Trust Fund shall be conducted so as to
qualify each
REMIC created hereunder as, a "real estate mortgage investment
conduit" as
defined in and in accordance with the REMIC Provisions. In
furtherance of such
intention, the Servicer covenants and agrees that it shall act as
agent (and the
Servicer is hereby appointed to act as agent) on behalf of the
Trust Fund, each
REMIC created hereunder and the Holder of the Class A-R Certificate
and that in
such capacity it shall:
(i) prepare and file, or cause to be prepared and filed, in a
timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax
Return
(Form 1066) for each REMIC
created hereunder and prepare and file or cause
to
be prepared and filed with the Internal Revenue Service and
applicable
state or local tax authorities income tax or information returns
for each
taxable year with respect to each REMIC created hereunder, using
the
calendar year as the taxable year and the accrual method of
accounting,
containing such information and at the times and in the manner as
may be
required by the Code or state or local tax laws, regulations, or
rules, and
shall furnish or cause to be furnished to Certificateholders the
schedules,
statements or information at such times and in such manner as may
be
required thereby;
(ii) within thirty days of the Closing Date, shall furnish or cause
to
be
furnished to the Internal Revenue Service, on Form 8811 or as
otherwise
may
be required by the Code, the name, title, address, and telephone
number
of
the person that the Holders of the Certificates may contact for
tax
information relating thereto (and the Servicer shall act as the
representative of the Trust Fund for this purpose), together with
such
additional information as may be required by such Form, and shall
update
such
information at the time or times in the manner required by the
Code;
(iii) make or cause to be made an election, on behalf of each
REMIC
created hereunder, to be treated as a REMIC, and make the
appropriate
designations, if applicable, in accordance with this Section 2.04
on the
federal tax return of each REMIC hereunder for its first taxable
year (and,
if
necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and forwarded,
to
the
Certificateholders and to the Internal Revenue Service and, if
necessary, state tax authorities, all information returns or
reports, or
furnish or cause to be furnished by telephone, mail, publication or
other
appropriate method such information, as and when required to be
provided to
them
in accordance with the REMIC Provisions, including without
limitation,
the
calculation of any original issue discount;
(v) provide information necessary for the computation of tax
imposed
on
the transfer of the Class A-R Certificate to a Disqualified
Organization, or an agent (including a broker,
45
<PAGE>
nominee or other middleman) of a Disqualified Organization, or
a
pass-through entity in which a Disqualified Organization is the
record
holder of an interest (the reasonable cost of computing and
furnishing such
information may be charged to the Person liable for such tax);
(vi) ensure that federal, state or local income tax or
information
returns shall be signed by the Trustee or such other Person as may
be
required to sign such returns by the Code or state or local
laws,
regulations or rules; and
(vii) maintain such records relating to each REMIC created
hereunder
as
may be required by the Code and as may be necessary to prepare
the
foregoing returns, schedules, statements or information.
(e)
Pursuant to Section 6.02(b), the Servicer, with the consent of
the
Trustee, hereby appoints the Global Corporate Trust MBS Group of
The Bank of New
York Trust Company, N.A. to perform the duties enumerated in (d)
above.
(f)
It is intended that the rights of each Class of the Class 1-A4
Certificates to receive payments in respect of Basis Risk Shortfall
Carryover
Amounts shall be treated as a right in interest rate cap contracts
and such
shall be accounted for as property held separate and apart from the
regular
interests in the Upper-Tier REMIC held by the Holders of the Class
1-A4
Certificates. This provision is intended to satisfy the
requirements of Treasury
Regulations Section 1.860G-2(i) for the treatment of property
rights coupled
with REMIC interests to be separately respected and shall be
interpreted
consistently with such regulation.
Section 2.05 Permitted Activities of Trust. The Trust is created
for the
object and purpose of engaging in the Permitted Activities.
Section 2.06 Qualifying Special Purpose Entity. For purposes of
SFAS 140,
the parties hereto intend that the Trust shall be treated as a
"qualifying
special purpose entity" as such term is used in SFAS 140 and any
successor rule
thereto and its power and authority as stated in Section 2.05 of
this Agreement
shall be limited in accordance with paragraph 35 thereof.
[END OF ARTICLE II]
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE SERVICER; REPURCHASE OF MORTGAGE LOANS
Section 3.01 Representations
and Warranties of the Depositor with respect
to the Mortgage Loans.
The
Depositor hereby represents and warrants to the Trustee for the
benefit
of the Certificateholders that on or before the Closing Date it has
entered into
the Sale Agreements with the Sellers, that the Sellers have made
the following
representations and warranties with respect to each Mortgage Loan
in the Sale
Agreement as of the Closing Date, which representations and
warranties run to
and are for the benefit of the Depositor and the Trustee for the
benefit of the
Certificateholders, and as to which the Depositor has assigned to
the Trustee
for the benefit of the Certificateholders, pursuant to Section 2.01
hereof, the
right to cause the Seller to repurchase a Mortgage Loan as to which
there has
occurred an uncured breach of representations and warranties in
accordance with
the provisions of the Sale Agreement.
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(a)
The information set forth in the Mortgage Loan Schedule is
complete,
true and correct in all material respects;
(b)
With respect to a Mortgage Loan which is not a Co-op Loan, the
Mortgage
creates a first lien or a first priority ownership interest in an
estate in fee
simple in real property securing the related Mortgage Note. With
respect to a
Co-op Loan, the related Mortgage is a valid, enforceable and
subsisting first
security interest on the related cooperative shares securing the
related
Mortgage Note, subject only to (a) liens of the related residential
cooperative
housing corporation for unpaid assessments representing the
Mortgagor's pro rata
share of the related residential cooperative housing corporation's
payments for
its blanket mortgage, current and future real property taxes,
insurance
premiums, maintenance fees and other assessments to which like
collateral is
commonly subject and (b) other matters to which like collateral is
commonly
subject which do not materially interfere with the benefits of the
security
intended to be provided by the related security agreement. There
are no liens
against or security interest in the cooperative shares relating to
each Co-op
Loan (except for unpaid maintenance, assessments and other amounts
owed to the
related cooperative which individually or in the aggregate will not
have a
material adverse effect on such Co-op Loan), which have priority
over the
Trustee's security interest in such cooperative shares;
(c)
All payments due prior to the Cut-off Date for such Mortgage Loan
have
been made as of the Closing Date, the Mortgage Loan is not
delinquent in payment
more than 30 days and has not been dishonored; to the best of the
Seller's
knowledge, there are no material defaults under the terms of the
Mortgage Loan;
the Seller has not advanced funds, or induced, solicited or
knowingly received
any advance of funds from a party other than the owner of the
Mortgaged Property
subject to the Mortgage (or, with respect to a Co-op Loan, the
related
Mortgagor), directly or indirectly, for the payment of any amount
required by
the Mortgage Loan; there has been no more than one delinquency in
excess of 30
days during the preceding twelve-month period;
(d)
To the best of the Seller's knowledge, all taxes, governmental
assessments, insurance premiums, water, sewer and municipal
charges, leasehold
payments or ground rents which previously became due and owing have
been paid,
or escrow funds have been established in an amount sufficient to
pay for every
such escrowed item which remains unpaid and which has been assessed
but is not
yet due and payable;
(e)
The terms of the Mortgage Note and the Mortgage have not been
impaired,
waived, altered or modified in any respect, except by written
instruments. No
Mortgagor has been released, in whole or in part, from the terms
thereof except
in connection with an assumption agreement and which assumption
agreement is
part of the Mortgage File and the terms of which are reflected in
the Mortgage
Loan Schedule;
(f)
The Mortgage Note and the Mortgage are not subject to any right
of
rescission, set-off, counterclaim or defense, including, without
limitation, the
defense of usury, nor will the operation of any of the terms of the
Mortgage
Note or Mortgage, or the exercise of any right thereunder, render
the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject to
any right of
rescission, set-off, counterclaim or defense, including the defense
of usury,
and no such right of rescission, set-off, counterclaim or defense
has been
asserted with respect thereto, and the Mortgagor was not a debtor
in any state
or federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was
originated;
(g)
With respect to a Mortgage Loan which is not a Co-op Loan, all
buildings or other customarily insured improvements upon the
Mortgaged Property
are insured by an insurer acceptable under the FNMA Guides against
loss by fire,
hazards of extended coverage and such other hazards as are provided
for in the
FNMA Guides or by FHLMC. All such standard hazard policies are in
full force and
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<PAGE>
effect and on the date of origination contained a standard
mortgagee clause
naming the Seller and its successors in interest and assigns as
loss payee and
such clause is still in effect and all premiums due thereon have
been paid. If
required by the Flood Disaster Protection Act of 1973, as amended,
the Mortgaged
Property is covered by a flood insurance policy meeting the
requirements of the
current guidelines of the Federal Insurance Administration which
policy conforms
to FNMA and FHLMC requirements. The Mortgage obligates the
Mortgagor thereunder
to maintain all such insurance at the Mortgagor's cost and expense,
and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage
to maintain
such insurance at the Mortgagor's cost and expense and to seek
reimbursement
therefor from the Mortgagor;
(h)
Any and all requirements of any federal, state or local laws and
all
applicable predatory and abusive lending laws, including, without
limitation,
usury, truth-in-lending, real estate settlement procedures,
consumer credit
protection, equal credit opportunity or disclosure laws applicable
to the
Mortgage Loan have been complied with in all material respects;
(i)
The Mortgage has not been satisfied, canceled or subordinated, in
whole
or in part, or rescinded, and the Mortgaged Property has not been
released from
the lien of the Mortgage, in whole or in part nor has any
instrument been
executed that would effect any such release, cancellation,
subordination or
rescission;
(j)
With respect to a Mortgage Loan which is not a Co-op Loan, the
Mortgage
is a valid, subsisting, enforceable and perfected first lien on the
Mortgaged
Property, including, all buildings on the Mortgaged Property. The
Mortgage and
the Mortgage Note do not contain any evidence of any security
interest or other
interest or right thereto. Such lien is free and clear of all
adverse claims,
liens and encumbrances having priority over the first lien of the
Mortgage
subject only to (1) the lien of non-delinquent current real
property taxes and
assessments not yet due and payable, (2) covenants, conditions and
restrictions,
rights of way, easements and other matters of the public record as
of the date
of recording which are acceptable to mortgage lending institutions
generally and
either (A) which are referred to or otherwise considered in the
appraisal made
for the originator of the Mortgage Loan, or (B) which do not
adversely affect
the Appraised Value of the Mortgaged Property as set forth in such
appraisal,
and (3) other matters to which like properties are commonly subject
which do not
materially interfere with the benefits of the security intended to
be provided
by the Mortgage or the use, enjoyment, value or marketability of
the related
Mortgaged Property. Any security agreement, chattel mortgage or
equivalent
document related to and delivered in connection with the Mortgage
Loan
establishes and creates a valid, subsisting, enforceable and
perfected first
lien and first priority security interest on the property described
therein, and
the Depositor has the full right to sell and assign the same to the
Trustee for
the benefit of the Certificateholders;
(k)
The Mortgage Note and the related Mortgage are original and genuine
and
each is the legal, valid and binding obligation of the maker
thereof,
enforceable in all respects in accordance with its terms subject to
bankruptcy,
insolvency and other laws of general application affecting the
rights of
creditors and the Depositor has taken all action necessary to
transfer such
rights of enforceability to the Trustee for the benefit of the
Certificateholders. All parties to the Mortgage Note and the
Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and
deliver the
Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage
have been
duly and property executed by such parties. The proceeds of the
Mortgage Loan
have been fully disbursed and there is no requirement for future
advances
thereunder, and any and all requirements as to completion of any
on-site or
off-site improvements and as to disbursements of any escrow funds
therefor have
been complied with;
(l)
The Seller is the sole owner and holder of the Mortgage Loan and
the
indebtedness evidenced by the Mortgage Note, except for the
Assignments of
Mortgage which have been sent for
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<PAGE>
recording, and upon recordation the Seller will be the owner of
record of the
Mortgage and the indebtedness evidenced by the Mortgage Note, and
upon the sale
of the Mortgage Loan to the Trust for the benefit of the
Certificateholders, the
Seller will retain the Mortgage File or any part thereof with
respect thereto
not delivered to the Trust for the benefit of the
Certificateholders or its
designee in trust only for the purpose of servicing and supervising
the
servicing of the Mortgage Loan. Immediately prior to the transfer
and assignment
to the Trust for the benefit of the Certificateholders, the
Mortgage Loan,
including the Mortgage Note and the Mortgage, were not subject to
an assignment
or pledge, and the Depositor had good and marketable title to and
was the sole
owner thereof and had full right to transfer and sell the Mortgage
Loan to the
Trustee for the benefit of the Certificateholders free and clear of
any
encumbrance, equity, lien, pledge, charge, claim or security
interest and has
the full right and authority subject to no interest or
participation of, or
agreement with, any other party, to sell and assign the Mortgage
Loan pursuant
to this Agreement and following the sale of the Mortgage Loan, the
Trustee for
the benefit of the Certificateholders will own such Mortgage Loan
free and clear
of any encumbrance, equity, participation interest, lien, pledge,
charge, claim
or security interest;
(m)
With respect to a Mortgage Loan which is not a Co-op Loan, the
Mortgage
Loan is covered by an ALTA lender's title insurance policy or other
generally
acceptable form of policy or insurance acceptable to FNMA or FHLMC,
issued by a
title insurer acceptable to FNMA or FHLMC and qualified to do
business in the
jurisdiction where the Mortgaged Property is located, insuring
(subject to the
exceptions contained in (j) (1), (2) and (3) above) the Seller, its
successors
and assigns, as to the first priority lien of the Mortgage in the
original
principal amount of the Mortgage Loan. Such lender's title
insurance policy
insures ingress and egress by or upon the Mortgaged Property or any
interest
therein. Where required by state law or regulation, the Mortgagor
has been given
the opportunity to choose the carrier of the required mortgage
title insurance.
The Seller, its successors and assigns, are the sole insureds of
such lender's
title insurance policy, and such lender's title insurance policy is
in full
force and effect and will be in full force and effect upon the
consummation of
the transactions contemplated by this Agreement. No claims have
been made under
such lender's title insurance policy, and no prior holder of the
related
Mortgage, including the Seller, has done, by act or omission,
anything which
would impair the coverage of such lender's title insurance
policy;
(n)
There is no default, breach, violation or event of acceleration
existent, under the Mortgage or the related Mortgage Note and no
event which,
with the passage of time or with notice and the expiration of any
grace or cure
period, would constitute a default, breach, violation or event
permitting
acceleration; and neither the Seller nor any prior mortgagee has
waived any
default, breach, violation or event permitting acceleration;
(o)
There are no mechanics', or similar liens or claims which have
been
filed for work, labor or material (and no rights are outstanding
that under law
could give rise to such liens) affecting the related Mortgaged
Property (or the
related residential dwelling unit in the Underlying Mortgage
Property, in the
case of a Co-op Loan) which are or may be liens prior to or equal
to the lien of
the related Mortgage;
(p)
With respect to a Mortgage Loan which is not a Co-op Loan, all
improvements subject to the Mortgage which were considered in
determining the
Appraised Value of the Mortgaged Property lie wholly within the
boundaries and
building restriction lines of the Mortgaged Property (and wholly
within the
project with respect to a condominium unit) and no improvements on
adjoining
properties encroach upon the Mortgaged Property except those which
are insured
against by the title insurance policy referred to in clause (m)
above and all
improvements on the property comply with all applicable zoning and
subdivision
laws and ordinances; the Mortgaged Property is lawfully occupied
under
applicable law;
(q)
The Mortgage Loan complies in all material respects with all the
terms,
conditions and requirements of the Seller's underwriting standards
in effect at
the time of origination of such Mortgage
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<PAGE>
Loan. The Mortgage Notes and Mortgages (exclusive of any riders)
are on forms
generally acceptable to FNMA or FHLMC. Monthly Payments under the
Mortgage Note
are due and payable on the first day of each month. The Mortgage
contains the
usual and enforceable provisions of the originator at the time of
origination
for the acceleration of the payment of the unpaid principal amount
of the
Mortgage Loan if the related Mortgaged Property is sold without the
prior
consent of the mortgagee thereunder;
(r)
The Mortgaged Property (or Underlying Mortgaged Property, in the
case
of a Co-op Loan), is not subject to any material damage by waste,
fire,
earthquake, windstorm, flood or other casualty. To the best of the
Seller's
knowledge, at origination of the Mortgage Loan there was, and there
currently
is, no proceeding pending for the total or partial condemnation of
the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan);
(s)
The related Mortgage contains customary and enforceable provisions
such
as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the
security
provided thereby, including, (l) in the case of a Mortgage
designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is
no homestead or other exemption available to the Mortgagor which
would interfere
with the right to sell the Mortgaged Property at a trustee's sale
or the right
to foreclose the Mortgage subject to applicable federal and state
laws and
judicial precedent with respect to bankruptcy and right of
redemption or similar
law;
(t)
If the Mortgage constitutes a deed of trust, a trustee, authorized
and
duly qualified if required under applicable law to act as such, has
been
properly designated and currently so serves and is named in the
Mortgage, and no
fees or expenses, except as may be required by local law, are or
will become
payable by the Purchaser to the trustee under the deed of trust,
except in
connection with a trustee's sale or attempted sale after default by
the
Mortgagor;
(u)
The Mortgage File contains an appraisal or a recertification
document
(in the case of a Mortgage Loan originated under CHF's Streamlined
Refinance
Program) of the related Mortgaged Property (or the related
residential dwelling
unit in the Underlying Mortgaged Property, in the case of a Co-op
Loan), signed
prior to the final approval of the mortgage loan application by an
appraiser
approved by the Seller who had no interest, direct or indirect, in
the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), or in
any loan made on the security thereof, and whose compensation is
not affected by
the approval or disapproval of the Mortgage Loan. The appraisal is
in a form
acceptable to FNMA or FHLMC;
(v)
All parties which have had any interest in the Mortgage, whether
as
mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which
they held and disposed of such interest, were) (A) in substantial
compliance
with any and all applicable licensing requirements of the laws of
the state
wherein the Mortgaged Property (or Underlying Mortgaged Property,
in the case of
a Co-op Loan), is located, and (B) (1) organized under the laws of
such state,
or (2) qualified to do business in such state, or (3) federal
savings and loan
associations or national banks or a Federal Home Loan Bank or
savings bank
having principal offices in such state, or (4) not doing business
in such state;
(w)
The related Mortgage Note is not and has not been secured by
any
collateral except the lien of the corresponding Mortgage and the
security
interest of any applicable security interest of any applicable
agreement or
chattel mortgage referred to above and such collateral does not
serve as
security for any other obligation;
(x)
The Mortgagor has received all disclosure materials required by
applicable law with respect to the making of such mortgage
loans;
50
<PAGE>
(y)
The Mortgage Loan does not contain "graduated payment"
features;
(z)
The Mortgagor is not in bankruptcy and, to the best of the
Seller's
knowledge, the Mortgagor is not insolvent;
(aa)
The Mortgage Loans are fixed rate mortgage loans. Each Mortgage
Loan
has an original term to maturity of not more than thirty (30) years
with
interest payable in arrears on the first day of each month. No
Mortgage Loan
contains terms or provisions which would result in negative
amortization;
(bb)
Each Mortgage Note, each Mortgage, each Assignment of Mortgage and
any
other documents required pursuant to this Agreement to be delivered
to the
Trustee on behalf of the Certificateholders or its designee, or its
assignee for
each Mortgage Loan, have been, on or before the Closing Date,
delivered to the
Trustee on behalf of the Certificateholders or its designee, or its
assignee;
(cc)
All escrow payments have been collected in full compliance with
state
and federal law and the provisions of the related Mortgage Note and
Mortgage. As
to any Mortgage Loan that is the subject of an escrow, escrow of
funds is not
prohibited by applicable law and has been established in an amount
sufficient to
pay for every escrowed item that remains unpaid and has been
assessed but is not
yet due and payable. No escrow deposits or other charges or
payments due under
the Mortgage Note have been capitalized under any Mortgage or the
related
Mortgage Note. Any interest required to be paid pursuant to state,
federal and
local law has been properly paid and credited;
(dd)
[Reserved];
(ee)
In the event that at origination the Mortgage Loan has a
Loan-to-Value
Ratio greater than 80%, the excess of the principal balance of the
Mortgage Loan
over 75% of the Appraised Value of the Mortgaged Property, with
respect to a
refinanced Mortgage Loan, or the lesser of the Appraised Value or
the purchase
price of the Mortgaged Property (or Underlying Mortgaged Property,
in the case
of a Co-op Loan), with respect to a purchase money Mortgage Loan,
is and will be
insured as to payment defaults by a Primary Insurance Policy issued
by a
Qualified Insurer, except where the primary mortgage insurance was
(i)
impermissible at origination at applicable law, in which case such
Mortgage Loan
was originated in accordance with applicable law, (ii) cancelled at
the request
of the Mortgagor pursuant to the cancellation requirements of FNMA,
FHLMC, state
law or, as applicable the Home Owner and Equity Protection Act of
1994, as
amended, or (iii) automatically terminated in accordance with the
termination
requirements of FNMA, FHLMC, state law or, as applicable the Home
Owner and
Equity Protection Act of 1994, as amended. All provisions of such
Primary
Insurance Policy have been and are being complied with, such policy
is in full
force and effect, and all premiums due thereunder have been paid.
No action,
inaction, or event has occurred and no state of facts exists that
has, or will
result in the exclusion from, denial of, or defense to coverage.
Any Mortgage
Loan subject to a Primary Insurance Policy obligates the Mortgagor
thereunder to
maintain the Primary Insurance Policy and to pay all premiums and
charges in
connection therewith. The Mortgage Rate for the Mortgage Loan as
set forth on
the Mortgage Loan Schedule is net of any such insurance
premium;
(ff)
The Assignment of Mortgage is in recordable form and is acceptable
for
recording (or, in the case of a Co-op Loan, is in a form acceptable
for filing)
under the laws of the jurisdiction in which the Mortgaged Property
(or
underlying Mortgaged Property, in the case of a Co-op Loan) is
located;
(gg)
As to Mortgage Loans that are not secured by an interest in a
leasehold estate, the Mortgaged Property (or Underlying Mortgaged
Property, in
the case of a Co-op Loan), is located in the state identified in
the Mortgage
Loan Schedule and consists of a single parcel of real property with
a detached
single family residence erected thereon, or a two-to four-family
dwelling, or an
individual
51
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condominium unit in a condominium project, or a dwelling unit in a
residential
cooperative housing corporation or an individual unit in an
attached planned
unit development or a detached planned unit development, provided,
however, that
no residence or dwelling is a single parcel of real property with a
mobile home
thereon. As of the date of origination, no portion of the Mortgaged
Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan), was
used for
commercial purposes, and since the date of origination, to the best
of the
Seller's knowledge, no portion of the Mortgaged Property (or
Underlying
Mortgaged Property, in the case of a Co-op Loan), is used for
commercial
purposes;
(hh)
If the Mortgaged Property is a condominium unit or a planned
unit
development (other than a de minimis planned unit development), as
of the date
of origination of the related Mortgage Loan, such condominium or
planned unit
development project met the the Seller's eligibility requirements,
as set forth
in the Seller's underwriting guidelines as of such date; in the
case of each
Co-op Loan, the related residential cooperative housing corporation
complied in
all material respects with the Seller's requirements as set forth
in the the
Seller's underwriting guidelines as of such date;
(ii)
To the best of the Seller's knowledge, there is no pending action
or
proceeding directly involving the Mortgaged Property (or Underlying
Mortgaged
Property, in the case of a Co-op Loan), in which compliance with
any
environmental law, rule or regulation is an issue;
(jj)
As of the Cut-off Date, the Seller has not granted any interest
rate
relief to the Mortgagor under the Relief Act;
(kk)
No Mortgage Loan was made in connection with the construction
or
rehabilitation of a Mortgaged Property (or Underlying Mortgaged
Property, in the
case of a Co-op Loan), or facilitating the trade-in or exchange of
a Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan);
(ll)
No action has been taken or failed to be taken by Depositor, on
or
prior to the Closing Date, which has resulted or will result in an
exclusion
from, denial of, or defense to coverage under any Primary Insurance
Policy
(including, without limitation, any exclusions, denials or defenses
which would
limit or reduce the availability of the timely payment of the full
amount of the
loss otherwise due thereunder to the insured) whether arising out
of actions,
representations, errors, omissions, negligence, or fraud of the
Depositor, or
for any other reason under such coverage;
(mm)
The Mortgage Loan was originated by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of
the National Housing Act, as amended, a savings and loan
association, a savings
bank, a commercial bank, credit union, insurance company or similar
institution
which is supervised and examined by a federal or state
authority;
(nn)
Principal payments on the Mortgage Loan commenced no more than
sixty
(60) days after funds were disbursed in connection with the
Mortgage Loan. The
Mortgage Note is payable on the first day of each month in equal
monthly
installments of principal and interest, with interest calculated
and payable in
arrears, sufficient to amortize the Mortgage Loan fully by the
stated maturity
date, over an original term of not more than thirty years from
commencement of
amortization;
(oo)
As of the Closing Date, the Mortgage Loan is a "qualified
mortgage"
within the meaning of Section 860G(a)(3) of the Code (without
regard to Treasury
Regulations Section 1.860G-2(f) or any similar rule that provides
that a
defective obligation is a qualified mortgage for a temporary
period);
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<PAGE>
(pp)
With respect to a Mortgage Loan that is a Co-op Loan, the stock
that
is pledged as security for the Mortgage Loan is held by a Person as
a
tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative
housing corporation (as defined in Section 216 of the Code);
(qq)
As of the Closing Date, the Mortgage Loan is not the subject of
pending or final foreclosure proceedings and the Seller would not,
based on the
delinquency status of the Mortgage Loan, institute foreclosure
proceedings with
respect to the Mortgage Loan prior to the next scheduled payment
for the
Mortgage Loan;
(rr)
As of the Closing Date, the Mortgage Loan does not provide for
interest other than at either (i) a single fixed rate in effect
throughout the
term of the Mortgage Loan or (ii) a "variable rate" (within the
meaning of
Treasury Regulation Section 1.860G-1(a)(3)) in effect throughout
the term of the
Mortgage Loan;
(ss)
No Mortgage Loan is a "covered loan" within the meaning of the
Georgia
Fair Lending Act of 2002, as amended;
(tt)
None of the Mortgage Loans are (a) covered by the Home Ownership
and
Equity Protection Act of 1994 or (b) classified as a "high cost"
loan or
similarly classified using different terminology under any federal,
state or
local law imposing heightened regulatory scrutiny or additional
legal liability
for residential mortgage loans having high interest rates, points
and/or fees
such as predatory lending laws; None of the Mortgage Loans are
"high cost" loans
as defined by the applicable federal, state or local predatory and
abusive
lending laws nor is any Mortgage Loan a "High Cost Loan" or
"Covered Loan," as
applicable (as such terms are defined in the current Standard &
Poor's LEVELS(R)
Glossary which is now version 5.6 revised, appendix E) and no
Mortgage Loan
originated on or after October 1, 2002 through March 6, 2003 is
governed by the
Georgia Fair Lending Act of 2002, as amended; and
(uu)
As to each Mortgage Loan that is secured by an interest in a
leasehold
estate, (i) the use of a leasehold estate for residential
properties is an
accepted practice in the area where the related Mortgaged Property
is located,
(ii) residential property consisting of leasehold estates is
marketable in the
area where the related Mortgaged Property is located, (iii) the
related lease
has been recorded in the applicable land records, (iv) the lease is
valid and in
good standing and is not subject to any prior lien by which the
lease could be
terminated or subject to any charge or penalty, and (v) the
remaining term of
the lease does not terminate less than five years after the
maturity date of
such Mortgage Loan.
Upon
discovery by any of the Depositor, the Servicer or the Trustee of
a
breach of any of the foregoing representations and warranties which
materially
and adversely affects the value of a Mortgage Loan or the interest
of the
Certificateholders (or which materially and adversely affects the
interests of
the Certificateholders in the related Mortgage Loan in the case of
a
representation and warranty relating to a particular Mortgage
Loan), the party
discovering such breach shall give prompt written notice to the
other parties
and to the Seller, which notice shall specify the date of
discovery. Pursuant to
the Sale Agreement, the Seller shall within 90 days from the
earlier of (i) the
date of receipt of notice of such breach or (ii) the date the
Seller otherwise
discovers such breach, cure such breach, substitute a Mortgage Loan
pursuant to
the provisions of Section 3.03 or, if the breach relates to a
particular
Mortgage Loan, purchase such Mortgage Loan from the Trustee at the
Purchase
Price. The Purchase Price for the purchased Mortgage Loan shall be
paid to the
Servicer and shall be deposited by the Servicer in the Collection
Account
promptly upon receipt, and, upon receipt by the Trustee of written
notification
of such deposit signed by a Servicing Officer, the Trustee shall
promptly
release to the Seller the related Mortgage File, and the Trustee
shall execute
and deliver such instruments of transfer or assignment as may be
provided to it
by the Servicer, without recourse, as shall be necessary to vest in
the Seller
or its
53
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designee, as the case may be, any Mortgage Loan released pursuant
hereto, and
the Trustee shall have no further responsibility with regard to
such Mortgage
Loan. It is understood and agreed that the obligation of the Seller
to cure,
substitute or purchase any Mortgage Loan as to which such a breach
has occurred
shall constitute the sole remedy respecting such breach available
to
Certificateholders or the Trustee on behalf of
Certificateholder.
Section 3.02 Representations and Warranties of the Servicer. The
Servicer
represents and warrants to, and covenants with, the Trustee for the
benefit of
the Certificateholders that as of the Closing Date:
(a)
The Servicer is a limited liability company duly chartered and
validly
existing in good standing under the laws of the State of Delaware,
and the
Servicer is duly qualified or registered as a foreign corporation
in good
standing in each jurisdiction in which the ownership or lease or
its properties
or the conduct of its business requires such qualification;
(b)
The execution and delivery of this Agreement by the Servicer and
its
performance and compliance with the terms of this Agreement will
not violate the
Servicer's certificate of formation or by-laws or constitute a
default (or an
event which, with notice or lapse of time, or both, would
constitute a default)
under, or result in the breach of, any material contract, agreement
or other
instrument to which the Servicer is a party or which may be
applicable to the
Servicer or any of its assets;
(c)
This Agreement, assuming due authorization, execution and delivery
by
the Trustee and the Depositor, constitutes a valid, legal and
binding obligation
of the Servicer, enforceable against it in accordance with the
terms hereof
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and
other laws affecting the enforcement of creditors' rights generally
and to
general principles of equity, regardless of whether such
enforcement is
considered in a proceeding in equity or at law;
(d)
The Servicer is not in default with respect to any order or decree
of
any court or any order, regulation or demand of any federal, state,
municipal or
governmental agency, which default might have consequences that
would materially
and adversely affect the condition (financial or other) or
operations of the
Servicer or its properties or might have consequences that would
affect its
performance hereunder; and
(e)
No litigation is pending or, to the best of the Servicer's
knowledge,
threatened against the Servicer which would prohibit its entering
into this
Agreement or performing its obligations under this Agreement. It is
understood
and agreed that the representations and warranties set forth in
this Section
3.02 shall survive the issuance and delivery of the Certificates
and shall be
continuing as long as any Certificate shall be outstanding or this
Agreement has
been terminated.
Section 3.03 Option to Substitute. If either of the Sellers is
required to
repurchase any Mortgage Loan pursuant to Section 2.02 or 3.01, that
Seller may,
at its option, within two years from the Closing Date, remove such
defective
Mortgage Loan from the terms of this Agreement and substitute
another mortgage
loan for such defective Mortgage Loan, in lieu of repurchasing such
defective
Mortgage Loan. Any substitute Mortgage Loan shall (a) have a
Principal Balance
at the time of substitution not in excess of the Principal Balance
of the
removed Mortgage Loan (the amount of any difference, plus one
month's interest
thereon at the Mortgage Rate borne by the removed Mortgage Loan,
being paid by
the Seller and deemed to be a Principal Prepayment to be deposited
by the
Servicer in the Collection Account), (b) have a Mortgage Rate not
less than, and
not more than one percentage point greater than, the Mortgage Rate
of the
removed Mortgage Loan (provided, however, that if the Mortgage Rate
on the
substitute Mortgage Loan exceeds the Mortgage Rate on the removed
Mortgage Loan,
the amount of that
54
<PAGE>
excess interest (the "Substitute Excess Interest") shall be payable
to the Class
A-R Certificate), (c) have a remaining term to stated maturity not
later than,
and not more than one year less than, the remaining term to stated
maturity of
the removed Mortgage Loan, (d) be, in the reasonable determination
of the
Servicer, of the same type, quality and character (including
location of the
Mortgaged Property (or underlying Mortgaged Property, in the case
of a Co-op
Loan)) as the removed Mortgage Loan as if the breach had not
occurred, (e) have
a Loan-to-Value Ratio at origination no greater than that of the
removed
Mortgage Loan and (f) be, in the reasonable determination of the
Seller, in
material compliance with the representations and warranties
contained in the
Sale Agreement and described in Section 3.01, as of the date of
substitution.
The
Seller shall amend the Mortgage Loan Schedule to reflect the
withdrawal
of the removed Mortgage Loan from this Agreement and the
substitution of such
substitute Mortgage Loan therefor and shall send a copy of such
amended Mortgage
Loan Schedule to the Servicer and the Trustee. The Sale Agreements
provide that
upon such amendment the Seller shall be deemed to have made as to
such
substitute Mortgage Loan the representations and warranties set
forth in Section
3.01 as of the date of such substitution, which shall be continuing
as long as
any Certificate shall be outstanding or this Agreement has not been
terminated,
and the remedies for breach of any such representation or warranty
shall be as
set forth in Section 3.01. Upon such amendment, the Custodian on
behalf of the
Trustee shall review the Mortgage File delivered to it relating to
the
substitute Mortgage Loan, within the time and in the manner and
with the
remedies specified in Section 2.02, except that for purposes of
this Section
3.03 (other than the two-year period specified in the first
sentence of this
Section), such time shall be measured from the date of the
applicable
substitution. In the event of such a substitution, accrued interest
on the
substitute Mortgage Loan for the month in which the substitution
occurs and any
Principal Prepayments made thereon during such month shall be the
property of
the Trust Fund, and accrued interest for such month on the Mortgage
Loan for
which the substitution is made and any Principal Prepayments made
thereon during
such month shall be the property of the Seller. The principal
payment on a
substitute Mortgage Loan due on the Due Date in the month of
substitution shall
be the property of the Seller, and the principal payment on the
Mortgage Loan
for which the substitution is made due on such date shall be the
property of the
Trust Fund.
[END OF ARTICLE III]
ARTICLE IV
THE CERTIFICATES
Section 4.01 The Certificates.
(a)
The Class A, Class M and Class B Certificates shall be
substantially in
the forms thereof included within Exhibits C, D, E and F and shall,
on original
issue, be executed by the Depositor and authenticated by the
Trustee (or, if an
Authenticating Agent has been appointed pursuant to Section 4.06,
the
Authenticating Agent) upon receipt by the Trustee of the documents
specified in
Section 2.01, delivered to or upon the order of the Depositor.
(b)
The Depository and the Trustee have entered into a Depository
Agreement
dated as of October 27, 2006 (the "Depository Agreement"). Except
as provided in
paragraph (c) below, the Book-Entry Certificates shall at all times
remain
registered in the name of the Depository or its nominee and at all
times: (i)
registration of the Book-Entry Certificates may not be transferred
as provided
in Section 4.02 except to a successor to the Depository; (ii)
ownership and
transfers of registration of the Book-Entry Certificates on the
books of the
Depository shall be governed by applicable rules established
55
<PAGE>
by the Depository; (iii) the Depository may collect its usual and
customary
fees, charges and expenses from its Depository Participants; (iv)
the Paying
Agent and the Trustee shall deal with the Depository, Depository
Participants
and Indirect Participants as representatives of the Certificate
Owners of the
Book-Entry Certificates for purposes of exercising the rights of
such Holders
under this Agreement, and requests and directions for and votes of
such
representatives shall not be deemed to be inconsistent if they are
made with
respect to different Certificate Owners; and (v) the Paying Agent
and the
Trustee may rely and shall be fully protected in relying upon
information
furnished by the Depository with respect to its Depository
Participants and
furnished by the Depository Participants with respect to Indirect
Participants
and persons shown on the books of such Indirect Participants as
direct or
indirect Certificate Owners. The Depository Agreement provides that
the
Depository shall maintain book-entry records with respect to the
Certificate
Owners and with respect to ownership and transfers of such
Certificates.
All
transfers by Certificate Owners of Book-Entry Certificates shall
be
made in accordance with the procedures established by the
Depository Participant
or brokerage firm representing such Certificate Owners. Each
Depository
Participant shall only transfer Book-Entry Certificates of
Certificate Owners it
represents or of brokerage firms for which it acts as agent in
accordance with
the Depository's normal procedures.
(c)
If (i)(A) the Depository advises the Depositor, the Paying Agent or
the
Trustee in writing that the Depository is no longer willing or able
to properly
discharge its responsibilities as Depository and (B) the Trustee,
the Paying
Agent or the Depositor are unable after exercise of their
reasonable best
efforts to locate a qualified successor or (ii) the Depositor at
its option
advises the Trustee in writing that it elects to terminate the
book-entry system
through the Depository, the Trustee or, if a Paying Agent has been
appointed
under Section 4.05, the Paying Agent, shall notify all Certificate
Owners,
through the Depository, of the occurrence of any such event and of
the
availability of definitive, fully registered Certificates (the
"Definitive
Certificates") to Certificate Owners requesting the same. Upon
surrender to the
Trustee or, if a Paying Agent has been appointed under Section
4.05, the Paying
Agent, of the Book-Entry Certificates by the Depository for
registration and
receipt by the Trustee or, if a Paying Agent has been appointed
under Section
4.05, the Paying Agent, of an adequate supply of certificates from
the
Depositor, the Trustee or if the Paying Agent is appointed under
Section 4.05,
the Paying Agent shall issue the Definitive Certificates based on
information
received from the Depository. Neither the Depositor, the Servicer,
the Paying
Agent nor the Trustee shall be liable for any delay in delivery of
such
instructions and may conclusively rely on, and shall be protected
in relying on,
such instructions.
(d)
The Certificates (other than the Class A-R Certificate) shall
be
issuable in the minimum original dollar denominations (and integral
multiples of
$1,000.00 in excess of such amount) and aggregate original dollar
denominations
per Class (or in the case of the Class 1-AX and 2-AX Certificates,
in the
minimum denominations based upon the Class 1-AX Notional Amount and
the Class
2-AX Notional Amount, respectively) as set forth in the following
table (except
that, if necessary, in order to aggregate the Original Certificate
Principal
Balance of a Class, one Certificate of such Class will be issued in
a different
denomination). A single Class A-R Certificate will be issued in
definitive form
in a $100 denomination.
56
<PAGE>
Aggregate Original Certificate
Minimum
Principal Balance of all
Original
Certificates of the
CUSIP
Class
Denomination
Indicated Class
Number
------------------ ------------
------------------------------ ---------
Class 1-A1........ $100,000.00
$100,000,000
16162X AA 5
Class 1-A2........ $100,000.00
$102,000,000
16162X AB 3
Class 1-A3........ $100,000.00
$ 8,301,950
16162X AC 1
Class 1-A4........ $100,000.00
$195,340,000
16162X AD 9
Class 1-A5........ $100,000.00
$100,000,000
16162X AE 7
Class 1-A6........ $100,000.00
$ 96,915,271
16162X AF 4
Class 1-A7........ $100,000.00
$ 500,000
16162X AG 2
Class 1-AX........ $100,000.00
(1) 16162X AL 1
Class 2-A1........ $100,000.00
$100,000,000
16162X AH 0
Class 2-A2........ $100,000.00
$ 60,980,961
16162X AJ 6
Class 2-A3........ $100,000.00
$ 1,724,400
16162X AK 3
Class 2-AX........ $100,000.00
(1) 16162X AM 9
Class A-P......... $100,000.00
$ 239,212(3)
16162X AW 7
Class A-R(2)...... $ 100.00
$
100 16162X AN
7
Class A-M......... $100,000.00
$ 10,000,000
16162X AP 2
Class M-1......... $100,000.00
$ 14,400,000
16162X AQ 0
Class B-1......... $100,000.00
$ 4,000,000
16162X AR 8
Class B-2......... $100,000.00
$ 2,000,000
16162X AS 6
Class B-3......... $100,000.00
$ 1,600,000
16162X AT 4
Class B-4......... $100,000.00
$ 800,000
16162X AU 1
Class B-5......... $100,000.00
$ 1,200,084
16162X AV 9
----------
(1) The Class 1-AX and
Class 2-AX Certificates are interest-only certificates,
have
no principal balance, are not entitled to payments of principal
and
will
bear interest on their notional amounts. The initial notional
amounts
of
the Class 1-AX and Class 2-AX Certificates will be
approximately
$60,146,543 and $17,066,143, respectively.
(2) The Class A-R
Certificate represents the residual interest in each of the
REMIC Pools.
(3) The Class A-P
Certificates consist of two components. The original
principal amount of Class A-P Component One is $167,981.00 and the
original
principal amount of Class A-P Component Two is $71,231.00.
The
Certificates shall be signed by manual or facsimile signature on
behalf
of the Depositor by an officer of the Depositor. Certificates
bearing the manual
or facsimile signatures of individuals who were at the time of
signature
officers of the Depositor shall bind the Depositor, notwithstanding
that such
individuals or any of them have ceased to be an officer prior to
the
authentication and delivery of such Certificate or did not hold
such offices at
the date of such Certificates. No Certificate shall be entitled to
any benefit
under this Agreement, or be valid for any purpose, unless there
appears on such
Certificate a manual authentication by an officer of the Trustee
(or if an
Authenticating Agent has been appointed pursuant to Section 4.06,
the
Authenticating Agent) and such authentication upon any Certificate
shall be
conclusive evidence, and the only evidence, that such Certificate
has been duly
authenticated and delivered hereunder. All Certificates shall be
dated the date
of their authentication.
57
<PAGE>
Section 4.02 Registration of Transfer and Exchange of
Certificates.
(a)
The Trustee or, if a Paying Agent has been appointed under
Section
4.05, the Paying Agent, shall cause to be kept a certificate
register (the
"Certificate Register") in which, subject to such reasonable
regulations as it
may prescribe, the Trustee or, if a Paying Agent has been appointed
under
Section 4.05, the Paying Agent, shall provide for the registration
of
Certificates and of transfers and exchanges of Certificates as
herein provided.
(b)
Upon surrender for registration of transfer of any Certificate at
any
office or agency of the Trustee, or if a Paying Agent has been
appointed
hereunder pursuant to Section 4.05, the Paying Agent maintained for
such
purpose, the Depositor shall execute and the Trustee or if an
Authenticating
Agent is appointed under Section 4.06, the Authenticating Agent
shall
authenticate and deliver, in the name of the designated transferee
or
transferees, a Certificate of a like Class and aggregate Percentage
Interest and
dated the date of authentication by the Authenticating Agent.
(c)
No transfer of a Class B-3, Class B-4 or Class B-5 Certificate
shall be
made unless such transfer is made pursuant to an effective
registration
statement or otherwise in accordance with the requirements under
the Securities
Act. If such a transfer is to be made in reliance upon an exemption
from said
Act, (i) the Depositor may require (except with respect to the
initial transfer
of a Class B-3, Class B-4 or Class B-5 Certificate from J.P. Morgan
Securities
Inc. and except if the transferee executes a certificate
substantially in the
form of Exhibit H hereto) a written opinion of independent counsel
acceptable to
and in form and substance reasonably satisfactory to the Depositor
and the
Trustee that such transfer may be made pursuant to an exemption,
describing the
applicable exemption and the basis therefor, from said Act and laws
or is being
made pursuant to said Act and laws, which opinion of counsel shall
not be an
expense of the Trust Fund, the Trustee, the Depositor or the
Servicer, and (ii)
the Depositor shall require the transferee to execute a
certification
substantially in the form of Exhibit H or Exhibit I.
(d)
(i) No transfer of an ERISA Restricted Certificate or a Class
A-R
Certificate shall be made unless the prospective transferee
provides the
Depositor and the Trustee with (I) a representation as set forth in
Exhibit K
for Class A-R Certificates or in Exhibit M for ERISA Restricted
Certificates to
the effect that such transferee is not an employee benefit plan
subject to Title
I of ERISA, a plan subject to Section 4975 of the Code or a plan or
arrangement
subject to any provisions under any federal, state, local, non-U.S.
or other
laws or regulations that are substantively similar to the foregoing
provisions
of ERISA or the Code ("Similar Law") (collectively, a "Plan"), and
is not
directly or indirectly acquiring the Certificate for, on behalf of
or with any
assets of any such Plan, or (II) solely in the case of an ERISA
Restricted
Certificate, (A) if the Certificate has been the subject of an
ERISA-Qualifying
Underwriting, a representation as set forth in Exhibit M that such
transferee is
an insurance company that is acquiring the ERISA-Restricted
Certificate with
assets contained in an "insurance company general account," as
defined in
Section V(E) of Prohibited Transaction Class Exemption ("PTCE")
95-60, and the
acquisition and holding of the Certificate are covered and exempt
under Sections
I and III of PTCE 95-60, or (B) solely in the case of a Definitive
Certificate,
an Opinion of Counsel reasonably satisfactory to the Depositor and
the Trustee
to the effect that the acquisition and holding of such Certificate
will not
constitute or result in a nonexempt prohibited transaction under
ERISA or the
Code, or a violation of Similar Law, and will not subject the
Depositor, the
Servicer or the Trustee to any obligation in addition to those
expressly
undertaken in this Agreement, which Opinion of Counsel shall not be
an expense
of the Depositor, the Servicer or the Trustee.
(ii) Except in the case of a Definitive Certificate, the
representations set forth in paragraph (i) of this Subsection
4.02(d), other
than subparagraph (i)(II)(B), shall be deemed to have been made to
the Depositor
and the Trustee by the transferee's acceptance of an ERISA
Restricted
Certificate or a Class A-R Certificate (or the acceptance by a
Certificate Owner
of the beneficial interest in any Class of ERISA Restricted
Certificates
58
<PAGE>
or a Class A-R Certificate). Notwithstanding any other provision
herein to the
contrary, any purported transfer of an ERISA Restricted Certificate
or a Class
A-R Certificate to or on behalf of a Plan without the delivery to
the Depositor
of a representation or an Opinion of Counsel reasonably
satisfactory to the
Depositor and the Trustee as described above shall be void and of
no effect.
None of the Depositor, the Servicer or the Trustee shall be under
any liability
to any Person for any registration or transfer of any ERISA
Restricted
Certificate or Class A-R Certificate that is in fact not permitted
by this
Section 4.02(d) nor shall the Paying Agent be under any liability
for making any
payments due on such Certificate to the Holder thereof or taking
any other
action with respect to such Holder under the provisions of this
Agreement so
long as the transfer was registered in accordance with the
foregoing
requirements. The Depositor, Servicer, Paying Agent and/or Trustee
shall be
entitled, but not obligated, to recover from any Holder of any
ERISA Restricted
Certificate or Class A-R Certificate that was in fact a Plan and
that held such
Certificate in violation of this Section 4.02(d) all payments made
on such ERISA
Restricted Certificate or Class A-R Certificate at and after the
time it
commenced such holding. Any such payments so recovered shall be
paid and
delivered to the last preceding Holder of such Certificate that is
not a Plan.
(e)
At the option of a Certificateholder, a Certificate may be
exchanged
for another Certificate or Certificates of authorized denominations
of a like
Class, upon surrender of the Certificate to be exchanged at any
office or agency
of the Trustee, or if a Paying Agent has been appointed under
Section 4.05, the
Paying Agent, maintained for such purpose. Whenever the Certificate
is so
surrendered for exchange, the Depositor shall execute and the
Authenticating
Agent shall authenticate and deliver, the Certificate which the
Certificateholder making the exchange is entitled to receive. Every
Certificate
presented or surrendered for transfer or exchange shall (if so
required by the
Authenticating Agent) be duly endorsed by, or be accompanied by a
written
instrument of transfer in the form satisfactory to the
Authenticating Agent duly
executed by, the Holder thereof or his attorney duly authorized in
writing.
(f)
No service charge shall be made to the Holder for any transfer
or
exchange of a Certificate, but the Servicer may require payment by
the
Certificateholders of a sum sufficient to cover any tax or
governmental charge
that may be imposed in connection with any transfer or exchange of
such
Certificate.
(g)
All Certificates surrendered for transfer or exchange shall be
destroyed by the Trustee or if a Paying Agent has been appointed
under Section
4.05, the Paying Agent, in accordance with the Trustee's or, if a
Paying Agent
has been appointed under Section 4.05, the Paying Agent's, standard
procedures.
(h)
[Reserved].
(i) A Disqualified
Organization is prohibited from acquiring beneficial
ownership of a Class A-R Certificate. Notwithstanding anything to
the contrary
contained herein, (i) unless and until the Servicer and the Trustee
shall have
received an Opinion of Counsel, satisfactory to it in form and
substance, to the
effect that the absence of the conditions contained in this Section
4.02(i)
would not result in the imposition of federal tax upon any REMIC
created
hereunder or cause any REMIC created hereunder to fail to qualify
as a REMIC, no
transfer, sale or other disposition of the Class A-R Certificate
(including for
purposes of this section any beneficial interest therein) may be
made without
the express written consent of the Certificate Registrar or, if no
Certificate
Registrar is appointed, the Trustee, which consent is to be granted
by the
Certificate Registrar or, if no Certificate Registrar is appointed,
the Trustee
only upon compliance with the requirements of this Section and (ii)
no transfer,
sale or other disposition of the Class A-R Certificate (or any
beneficial
interest therein) may be made to a Person who is not a U.S. Person
unless such
Person furnishes the transferor, the Certificate Registrar and the
Trustee, with
a duly
59
<PAGE>
completed and effective Form W-8ECI (or any successor thereto) or
an Opinion of
Counsel to the effect that such transfer is in accordance with the
requirements
of the Code and that the transfer will not be disregarded for
federal income tax
purposes. As a condition to granting its consent to a transfer of a
Class A-R
Certificate, the Certificate Registrar or, if no Certificate
Registrar is
appointed, the Trustee, shall require the proposed transferee of
such
Certificate (including, in the case of the initial issuance of the
Class A-R
Certificate, the initial Holder thereof) to execute a letter and
affidavit
substantially in the form attached hereto as Exhibit K and shall
require the
proposed transferor (other than in the case of the transfer to the
initial
Holder) of such Certificate to execute a letter substantially in
the form
attached hereto as Exhibit K-1. In the absence of a contrary
instruction from
the transferor of such Certificate, declaration (11) in the
affidavit in Exhibit
K may be left blank. If the transferor requests by written notice
to the
Certificate Registrar or, if no Certificate Registrar is appointed,
the Trustee,
prior to the date of the proposed transfer that one of the two
other forms of
declaration (11) of such affidavit be used, then the Certificate
Registrar or,
if no Certificate Registrar is appointed, the Trustee, shall
require that such
form of declaration (11) be included in such affidavit.
As a
condition to the granting of the consent referred to in this
Section
4.02(i), prior to the transfer, sale, pledge, hypothecation or
other disposition
of the Class A-R Certificate or any interest therein, the
Certificate Registrar
or, if no Certificate Registrar is appointed, the Trustee shall
require that (1)
the proposed transferee deliver to the Trustee or Certificate
Registrar, as
applicable, its taxpayer identification number and state, under
penalties of
perjury that such number is the social security or employer
identification
number, as the case may be, of the transferee or provide an
affidavit under
penalties of perjury stating that as of the date of such transfer
such
transferee is not and has no intention of becoming a Disqualified
Organization;
(2) the proposed transferee deliver to the Trustee or Certificate
Registrar, as
applicable, an affidavit stating (i) that such transferee is not
acquiring such
Class A-R Certificate as an agent, broker, nominee, or middleman
for a
Disqualified Organization, (ii) if the Class A-R Certificate is a
"non-economic
residual interest" within the meaning of Treas. Reg. Section
1.860E-1(c)(2), (X)
that no purpose of the acquisition of the Class A-R Certificate is
to avoid or
impede the assessment or collection of tax, (Y) that such
transferee has
historically paid its debts as they came due and will continue to
pay its debts
as they come due, and (Z) that such transferee represents that it
understands
that, as the holder of the non-economic residual interest, the
transferee may
incur tax liabilities in excess of any cash flows generated by the
interest and
that the transferee intends to pay taxes associated with holding
the residual
interest, and (iii) unless the Certificate Registrar or, if no
Certificate
Registrar is appointed, the Trustee consents to the transfer of the
Class A-R
Certificate to a Person who is not a U.S. Person and who has
furnished either a
duly completed and effective Form W-8ECI (or any successor thereto)
or an
Opinion of Counsel to the effect that the transfer will not be
disregarded for
federal income tax purposes, that it is a U.S. Person; (3) if so
requested by
the transferor in written notice provided to the Certificate
Registrar or, if no
Certificate Registrar is appointed, the Trustee, prior to the date
of the
proposed transfer, the proposed transferee deliver to the Trustee
or Certificate
Registrar, as applicable, an affidavit that includes a declaration
made in the
form of declaration (11) in the affidavit set forth in Exhibit K
requested by
the transferor; and (4) the transferor deliver to the Certificate
Registrar or,
if no Certificate Registrar is appointed, the Trustee a written
certification
that as of the date of such transfer it has no knowledge and no
reason to know
that the affirmations described in clauses (1), (2) and (3) were
false. The
Certificate Registrar or, if no Certificate Registrar is appointed,
the Trustee
shall not grant the consent referred to in this Section 4.02(i) if
it has actual
knowledge that any statement made in the affidavit issued pursuant
to the
preceding sentence is not true. Notwithstanding any purported
transfer, sale or
other disposition of the Class A-R Certificate to a Disqualified
Organization or
in violation of the provisions of this Section 4.02(i), such
transfer, sale or
other disposition shall be deemed to be of no legal force or effect
whatsoever
and such Disqualified Organization shall not be deemed to be a
Class A-R
Certificateholder for any purpose hereunder, including, but not
limited to, the
receipt of distributions on such Class A-R Certificate. If any
purported
transfer shall be in violation of the provisions of this Section
4.02(i) then
the prior Holder of the Class A-R Certificate shall, upon discovery
that the
transfer of such Class A-R
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Certificate was not in fact permitted by this Section 4.02(i), be
restored to
all rights and obligations as a Holder thereof retroactive to the
date of the
purported transfer of such Class A-R Certificate. The Trustee, the
Servicer and
the Certificate Registrar shall be under no liability to any Person
for any
registration or transfer of a Class A-R Certificate that is not
permitted by
this Section 4.02(i) or for making payments due on such Class A-R
Certificate to
the purported Holder thereof or taking any other action with
respect to such
purported Holder under the provisions of this Agreement so long as
the transfer
was not registered under the written certification of the
Certificate Registrar
or, if no Certificate Registrar is appointed, the Trustee as
described in this
Section 4.02(i). The prior Holder shall be entitled to recover from
any
purported Holder of a Class A-R Certificate that was in fact not a
permitted
purported transferee under this Section 4.02(i) at the time it
became a
purported Holder all payments made to such purported Holder on such
Class A-R
Certificate; provided that the Servicer shall not be responsible
for such
recovery. Each Class A-R Certificateholder, by the acceptance of
the Class A-R
Certificate, shall be deemed for all purposes to have consented to
the
provisions of this Section 4.02(i) and to any amendment to this
Agreement deemed
necessary by counsel of the Trustee or the Servicer to ensure that
the Class A-R
Certificate is not transferred to a Disqualified Organization and
that any
transfer of such Class A-R Certificate will not cause the
imposition of a tax
upon any REMIC created hereunder or cause any REMIC created
hereunder to fail to
qualify as a REMIC. The restrictions on transfer of the Class A-R
Certificate
will cease to apply and be void upon receipt by the Certificate
Registrar or, if
no Certificate Registrar is appointed, the Trustee of an Opinion of
Counsel to
the effect that such restrictions on transfer are no longer
necessary to avoid
the risk of material federal taxation to any REMIC created
hereunder or prevent
any REMIC created hereunder from qualifying as a REMIC.
(j)
The Servicer shall make available upon written request to each
Holder
and each proposed transferee of a Class B-3, Class B-4 or Class B-5
Certificate
such information as may be required to permit the proposed transfer
to be
effected pursuant to Rule 144A under the Securities Act.
Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any
mutilated Certificate is surrendered to the Trustee or, if a Paying
Agent has
been appointed under Section 4.05, the Paying Agent, or the Trustee
or, if a
Paying Agent has been appointed under Section 4.05, the Paying
Agent, receives
evidence to its satisfaction of the destruction, loss or theft of
any
Certificate, and (b) there is delivered to the Trustee or, if a
Paying Agent has
been appointed under Section 4.05, the Paying Agent, such security
or indemnity
as may be required by it to save it harmless, then, in the absence
of notice to
the Trustee or, if a Paying Agent has been appointed under Section
4.05, the
Paying Agent, that such Certificate has been acquired by a bona
fide purchaser,
the Trustee or, if a Paying Agent has been appointed under Section
4.05, the
Paying Agent, shall authenticate and deliver, in exchange for or in
lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like
tenor and Class. Upon the issuance of any new Certificate under
this Section,
the Trustee or, if a Paying Agent has been appointed under Section
4.05, the
Paying Agent, may require of the Certificateholder the payment of a
sum
sufficient to cover any tax or other governmental charge that may
be imposed in
relation thereto and any other expenses connected therewith. Any
replacement
Certificate of any Class issued pursuant to this Section shall
constitute
complete and indefeasible evidence of ownership of the Percentage
Interest in
the distributions to which the Certificateholders of such Class are
entitled, as
if originally issued, whether or not the mutilated, destroyed, lost
or stolen
Certificate shall be found at any time, and such mutilated,
destroyed, lost or
stolen Certificate shall be of no force or effect under this
Agreement, to the
extent permitted by law.
Section 4.04 Persons Deemed Owners. Prior to due presentation of
a
Certificate of any Class for registration of transfer, the
Depositor, the
Servicer, the Paying Agent and the Trustee may treat the Person in
whose name
any Certificate is registered on the Record Date as the owner of
such
Certificate and the Percentage Interest in the distributions to
which the
Certificateholders of such Class are entitled on the relevant date
as the Holder
of such Certificate and the Percentage Interest represented by
such
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Certificate for the purpose of receiving remittances pursuant to
Section 6.01
and for all other purposes whatsoever, and neither the Depositor,
the Servicer,
the Paying Agent nor the Trustee shall be affected by notice to the
contrary.
Section 4.05 Appointment of Paying Agent and Certificate
Registrar;
Certificate Account. The Trustee shall appoint a Paying Agent and a
Certificate
Registrar (the "Certificate Registrar") hereunder, provided such
Paying Agent
and such Certificate Registrar shall not be the Depositor, any
Seller, or an
Affiliate of the Depositor or any Seller. No later than two
Business Days prior
to each Distribution Date, the Servicer shall deposit or cause to
be deposited
with the Paying Agent from funds on deposit in the Collection
Account a sum up
to the Available Distribution Amount, such sum to be held in trust
for the
benefit of Certificateholders in a segregated account (the
"Certificate
Account") which shall be an Eligible Account in the name of "The
Bank of New
York Trust Company, N.A., as Trustee, in trust for and for the
benefit of the
Certificateholders of Multi-Class Mortgage Pass-Through
Certificates, Chase
Mortgage Finance Corporation, Series 2006-S3 - Certificate
Account". The Paying
Agent shall establish such Certificate Account with a commercial
bank, a savings
bank or a savings and loan association. The Paying Agent may invest
moneys in
the Certificate Account in Eligible Investments, which shall mature
not later
than a date sufficient to make payment on the Distribution Date
next following
the date of such investment and shall not be sold or disposed of
prior to
maturity. All income and gain realized from any such investment
shall be for the
benefit of the Paying Agent as additional compensation and shall be
subject to
its withdrawal or order from time to time. The amount of any losses
incurred in
respect of any such investments (to the extent not offset by income
from other
such investments) shall be deposited in the Certificate Account by
the Paying
Agent out of its own funds immediately as realized. The Servicer
shall cause the
Paying Agent to perform each of the obligations of the Paying Agent
set forth
herein and shall be liable to the Trustee and the
Certificateholders for failure
of the Paying Agent to perform such obligations. So long as the
Paying Agent is
a party other than the Trustee, the Trustee shall have no liability
in
connection with the performance or failure of performance of the
Paying Agent.
The Trustee designates The Bank of New York Trust Company, N.A. as
the initial
Paying Agent and initial Certificate Registrar. Only the Trustee
may remove the
Paying Agent and Certificate Registrar and may do so at will,
provided that the
Trustee gives 20 days' prior written notice of such removal to the
Paying Agent
and Certificate Registrar and the Rating Agencies.
The
Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the
Certificateholders entitled
thereto until such sums shall be paid to such
Certificateholders.
Section 4.06 Authenticating Agents.
(a)
The Trustee may appoint one or more Authenticating Agents (each,
an
"Authenticating Agent") which shall be authorized to act on behalf
of the
Trustee in authenticating the Certificates. Wherever reference is
made in this
Agreement to the authentication of Certificates by the Trustee or
the Trustee's
certificate of authentication, such reference shall be deemed to
include
authentication on behalf of the Trustee by an Authenticating Agent
and a
certificate of authentication executed on behalf of the Trustee by
an
Authenticating Agent. Each Authenticating Agent must be an entity
organized and
doing business under the laws of the United States of America or of
any state,
having a combined capital and surplus of at least $15,000,000,
authorized under
such laws to do a trust business and subject to supervision or
examination by
federal or state authorities. So long as the Authenticating Agent
is a party
other than the Trustee, the Trustee shall have no liability in
connection with
the performance or failure of performance of the Authenticating
Agent. The
Trustee hereby appoints the Paying Agent as the initial
Authenticating Agent.
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(b)
Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person
resulting from any
merger, conversion or consolidation to which any Authenticating
Agent shall be a
party, or any Person succeeding to the corporate agency business of
any
Authenticating Agent, shall continue to be the Authenticating Agent
without the
execution or filing of any paper or any further act on the part of
the Trustee
or the Authenticating Agent.
(c)
Any Authenticating Agent may at any time resign by giving at least
30
days' advance written notice of resignation to the Trustee and the
Depositor.
The Trustee may at any time terminate the agency of any
Authenticating Agent by
giving written notice of termination to such Authenticating Agent
and the
Depositor. Upon receiving a notice of resignation or upon such a
termination, or
in case at any time any Authenticating Agent shall cease to be
eligible in
accordance within the provisions of this Section 4.06, the Trustee
may appoint a
successor Authenticating Agent, shall give written notice of such
appointment to
the Depositor and shall mail notice of such appointment to all
Holders of
Certificates. Any successor Authenticating Agent upon acceptance of
its
appointment hereunder shall become vested with all the rights,
powers, duties
and responsibilities of its predecessor hereunder, with like effect
as if
originally named as Authenticating Agent. No successor
Authenticating Agent
shall be appointed unless eligible under the provisions of this
Section 4.06. No
Authenticating Agent shall have responsibility or liability for any
action taken
by it as such at the direction of the Trustee. Each of the
Authenticating Agent,
Certificate Registrar and Paying Agent shall be afforded the same
rights,
protections and indemnities as the Trustee as set forth under
Article VIII
hereunder.
[END OF ARTICLE IV]
ARTICLE V
ADMINISTRATION AND
SERVICING OF MORTGAGE LOANS
Section 5.01 Servicer to Service Mortgage Loans. The Servicer shall
service
and administer the Mortgage Loans and shall have full power and
authority,
acting alone or through Sub-Servicers as provided in Section 5.02,
to do any and
all things which it may deem necessary or desirable in connection
with such
servicing and administration, all in accordance with Accepted
Servicing
Practices. Without limiting the generality of the foregoing, the
Servicer in its
own name or in the name of a Sub-Servicer shall, pursuant to a
power of attorney
granted hereby by the Trustee for such purposes, when the Servicer
or the
Sub-Servicer, as the case may be, believes it appropriate in its
best judgment,
to execute and deliver, on behalf of the Certificateholders and the
Trustee or
any of them, any and all instruments of satisfaction or
cancellation, or of
partial or full release or discharge and all other comparable
instruments, with
respect to the Mortgage Loans and with respect to the related
Mortgaged
Properties; provided, however, that subject to the provisions of
this paragraph,
the Servicer may allow a modification with respect to a Mortgage
Loan if the
Servicer would take such action in the ordinary course of its
business if it
were the owner of the Mortgage Loan. The Servicer will indemnify
the Trustee for
any misuse of such power of attorney provided hereunder. The
Servicer may agree
to a modification of any Mortgage Loan (the "Relevant Mortgage
Loan") upon the
request of the related Mortgagor, provided that (i) the
modification is in lieu
of a refinancing and the Mortgage Rate on the Relevant Mortgage
Loan, as
modified, is approximately a prevailing market rate of
newly-originated mortgage
loans having similar terms, (ii) the aggregate of the adjusted
bases of all
Modified Mortgage Loans (including the Relevant Mortgage Loans)
plus the
aggregate adjusted bases of any assets that are not qualified
mortgages or
permitted investments under Section 860G(a) of the Code that are
assets of the
Trust Fund established hereunder at all times on any day is less
than one
percent of the aggregate of the adjusted bases of all assets of the
Trust Fund
(including such Modified Mortgage Loans) on such day, and (iii) the
Servicer
purchases the Relevant Mortgage Loan from the Trust Fund as
described below.
Effective immediately
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after such modification, and, in any event, on the same Business
Day on which
the modification occurs, all right, title and interest of the
Trustee in and to
the Modified Mortgage Loan shall automatically be deemed
transferred and
assigned to the Servicer and all benefits and burdens of ownership
thereof,
including without limitation the right to accrued interest thereon
from and
including the date of modification and the risk of default thereon,
shall pass
to the Servicer. To confirm such transfer and assignment, the
Servicer, as
servicer hereunder, as soon as practicable shall execute an
instrument of
assignment of the Modified Mortgage Loan without recourse in
customary form to
the Servicer in its individual capacity. The Servicer shall deposit
the Purchase
Price for any Modified Mortgage Loan in the Collection Account
pursuant to
Section 5.08. Upon receipt by the Trustee of written notification
of any such
deposit signed by a Servicing Officer, the Trustee shall release to
the Servicer
the related Mortgage File and shall execute and deliver such
instruments of
transfer or assignment, in each case without recourse, as shall be
necessary
more fully to vest in the Servicer any Modified Mortgage Loan
previously
transferred and assigned pursuant thereto. Notwithstanding anything
herein to
the contrary, the Servicer shall not make or permit any
modification of a
Mortgage Loan that would cause any REMIC Pool to fail to qualify as
a REMIC for
federal income tax purposes or that would result in the imposition
of any
material tax under Section 860F(a) or Section 860G(d) of the
Code.
The
Servicer shall furnish to the Trustee for execution and redelivery
to
the Servicer or, at the request of the Servicer, a Sub-Servicer,
such documents
necessary or appropriate to enable the Servicer to service and
administer the
Mortgage Loans and the Trustee shall not be responsible for the
Servicer's
application thereof. The Servicer agrees to remain eligible as
either a FNMA or
FHLMC seller/servicer, or both, for so long as it is Servicer.
All
Servicing Advances made by the Servicer in effecting the timely
payment
of taxes, insurance and assessments on the properties subject to
the Mortgage
Loans shall not, for the purpose of calculating monthly
distributions to
Certificateholders, be added to the amount owing under the related
Mortgage
Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such
Servicing Advances shall be recoverable by the Servicer to the
extent permitted
by Sections 5.09 and 5.23.
Section 5.02 Sub-Servicing Agreements Between Servicer and
Sub-Servicers;
Enforcement of Sub-Servicer's Obligations.
(a)
The Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers
for the servicing and administration of all or part of the Mortgage
Loans.
References in this Agreement to actions taken or to be taken by the
Servicer in
servicing the Mortgage Loans serviced by it include actions taken
or to be taken
by a Sub-Servicer on behalf of the Servicer. Each Sub-Servicing
Agreement will
be upon such terms and conditions as are not inconsistent with this
Agreement
and as the Servicer and the Sub-Servicer have agreed. The Servicer
hereby agrees
to notify the Trustee in writing promptly upon the appointment of
any
Sub-Servicer. For purposes of this Agreement, the receipt by the
Sub-Servicer of
any amount with respect to a Mortgage Loan (other than amounts
representing
servicing compensation or reimbursement for an advance) shall be
treated as the
receipt by the Servicer of such amount. The Sub-Servicer shall
deposit all such
funds in an Eligible Account.
(b)
As part of its servicing activities hereunder, the Servicer, for
the
benefit of the Trustee and the Certificateholders, shall enforce
the obligations
of each Sub-Servicer under the related Sub-Servicing Agreement.
Such
enforcement, including, without limitation, the legal prosecution
of claims,
termination of Sub-Servicing Agreements as appropriate, and the
pursuit of other
remedies, shall be in such form and carried out to such an extent
and at such
time as the Servicer, in its good faith business judgment, would
require were it
the owner of the related Mortgage Loans. The Servicer shall pay the
costs of
such enforcement at its own expense but shall be reimbursed
therefor only (i)
from a general recovery resulting from such enforcement only to the
extent, if
any, that such recovery exceeds all
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amounts due in respect of the related Mortgage Loans or (ii) from a
specific
recovery of costs, expenses or attorneys' fees against the party
against whom
such enforcement is directed.
(c)
The Servicer shall not permit a Sub-Servicer to perform any
servicing
responsibilities hereunder with respect to the Mortgage Loans
unless that
Sub-Servicer first agrees in writing with the Servicer to deliver
an Assessment
of Compliance and an Accountant's Attestation in such manner and at
such times
that permits the Servicer to comply with Section 5.25 of this
Agreement.
Section 5.03 Successor Sub-Servicers. The Servicer shall be
entitled to
terminate any Sub-Servicing Agreement that may exist in accordance
with the
terms and conditions of such Sub-Servicing Agreement and without
any limitation
by virtue of this Agreement.
Section 5.04 Liability of the Servicer. Notwithstanding any
Sub-Servicing
Agreement, any of the provisions of this Agreement relating to
agreements or
arrangements between the Servicer and a Sub-Servicer or reference
to actions
taken through a Sub-Servicer or otherwise, the Servicer shall
remain obligated
and liable to the Trustee and Certificateholders for the servicing
and
administering of the Mortgage Loans in accordance with the
provisions of this
Agreement without diminution of such obligation or liability by
virtue of such
Sub-Servicing Agreements or arrangements or by virtue of
indemnification from
the Sub-Servicer and to the same extent and under the same terms
and conditions
as if the Servicer alone were servicing and administering the
Mortgage Loans.
The Servicer shall be entitled to enter into any agreement with a
Sub-Servicer
for indemnification of the Servicer and nothing contained in this
Agreement
shall be deemed to limit or modify such indemnification.
Section 5.05 No Contractual Relationship Between Sub-Servicer and
Trustee
or Certificateholders. Any Sub-Servicing Agreement that may be
entered into and
any other transactions or services relating to the Mortgage Loans
involving a
Sub-Servicer in its capacity as such and not as an originator shall
be deemed to
be between the Sub-Servicer and the Servicer alone, and the Trustee
and
Certificateholders shall not be deemed parties thereto and shall
have no claims,
rights, obligations, duties or liabilities with respect to the
Sub-Servicer.
Section 5.06 Termination of Sub-Servicing Agreement. If the
Servicer shall
for any reason no longer be the Servicer hereunder (including by
reason of any
Event of Default), the Servicer shall thereupon terminate each
Sub-Servicing
Agreement that may have been entered into, and the Trustee, its
designee or the
successor servicer and the Trustee shall not be deemed to have
assumed any of
the Servicer's interest therein or to have replaced the Servicer as
a party to
any such Sub-Servicing Agreement.
Section 5.07 Collection of Mortgage Loan Payments. Continuously
from the
date hereof until the principal and interest on all Mortgage Loans
are paid in
full, the Servicer will proceed diligently to collect all payments
due under
each of the Mortgage Loans when the same shall become due and
payable; provided,
however, that the Servicer may elect, to the extent consistent with
Accepted
Servicing Practices, to waive any late payment charge and shall, to
the extent
such procedures shall be consistent with this Agreement, follow
such collection
procedure
