EXECUTION VERSION
J.P. MORGAN ACCEPTANCE CORPORATION
I
Depositor
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Master Servicer and Securities
Administrator
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
___________________________
POOLING AND SERVICING
AGREEMENT
Dated as of December 1, 2006
___________________________
J.P. MORGAN MORTGAGE TRUST
2006-S4
MORTGAGE PASS-THROUGH
CERTIFICATES
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
8
SECTION 1.01
Definitions.
8
SECTION 1.02
Calculations Respecting
Mortgage Loans.
49
ARTICLE II DECLARATION
OF TRUST; ISSUANCE OF CERTIFICATES
49
SECTION 2.01
Creation and Declaration
of Trust Fund; Conveyance of Mortgage Loans.
49
SECTION 2.02
Acceptance of Trust Fund
by Trustee; Review of Documentation for Trust Fund.
53
SECTION 2.03
Representations and
Warranties of the Depositor.
53
SECTION 2.04
Representations and
Warranties as to the Mortgage Loans.
55
SECTION 2.05
Discovery of Breach;
Repurchase or Substitution of Mortgage Loans; Representations
and
Warranties of Seller as
to the Mortgage Loans.
56
SECTION 2.06
Grant Clause.
62
ARTICLE III THE
CERTIFICATES
63
SECTION 3.01
The
Certificates.
63
SECTION 3.02
Registration.
64
SECTION 3.03
Transfer and Exchange of
Certificates.
64
SECTION 3.04
Cancellation of
Certificates.
68
SECTION 3.05
Replacement of
Certificates.
68
SECTION 3.06
Persons Deemed
Owners.
68
SECTION 3.07
Temporary
Certificates.
68
SECTION 3.08
Appointment of Paying
Agent.
69
SECTION 3.09
Book-Entry
Certificates.
69
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
71
SECTION 4.01
Custodial Accounts;
Distribution Account.
71
SECTION 4.02
[Reserved].
72
SECTION 4.03
[Reserved].
72
SECTION 4.04
Reports to Trustee and
Certificateholders.
72
SECTION 4.05
Reserve Fund; Yield
Maintenance Agreement.
75
ARTICLE V DISTRIBUTIONS
TO HOLDERS OF CERTIFICATES
76
SECTION 5.01
Distributions
Generally.
76
SECTION 5.02
Distributions from the
Distribution Account.
76
SECTION 5.03
Allocation of
Losses.
82
SECTION 5.04
Advances by Master
Servicer.
83
SECTION 5.05
Compensating Interest
Payments.
83
SECTION 5.06
Deposit of Uncertificated
REMIC Interests.
84
ARTICLE VI CONCERNING
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF
DEFAULT
84
SECTION 6.01
Duties of Trustee and the
Securities Administrator.
84
SECTION 6.02
Certain Matters Affecting
the Trustee and the Securities Administrator.
87
SECTION 6.03
Trustee and Securities
Administrator Not Liable for Certificates.
89
SECTION 6.04
Trustee and the
Securities Administrator May Own Certificates.
89
SECTION 6.05
Eligibility Requirements
for Trustee.
89
SECTION 6.06
Resignation and Removal
of Trustee and the Securities Administrator.
90
SECTION 6.07
Successor Trustee and
Successor Securities Administrator.
91
SECTION 6.08
Merger or Consolidation
of Trustee or the Securities Administrator.
92
SECTION 6.09
Appointment of
Co-Trustee, Separate Trustee or Custodian.
92
SECTION 6.10
Authenticating
Agents.
93
SECTION 6.11
Indemnification of the
Trustee, the Master Servicer and the Securities
Administrator.
94
SECTION 6.12
Fees and Expenses of
Securities Administrator and the Trustee.
95
SECTION 6.13
Collection of
Monies.
95
SECTION 6.14
Events of Default;
Trustee To Act; Appointment of Successor.
96
SECTION 6.15
Additional Remedies of
Trustee Upon Event of Default.
99
SECTION 6.16
Waiver of
Defaults.
100
SECTION 6.17
Notification to
Holders.
100
SECTION 6.18
Directions by
Certificateholders and Duties of Trustee During Event of
Default.
100
SECTION 6.19
Action Upon Certain
Failures of the Master Servicer and Upon Event of
Default.
101
SECTION 6.20
Preparation of Tax
Returns and Other Reports.
101
SECTION 6.21
Determination of
LIBOR.
102
ARTICLE VII PURCHASE OF
MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND
102
SECTION 7.01
Purchase of Mortgage
Loans; Termination of Trust Fund Upon Purchase or Liquidation of
All
Mortgage
Loans.
102
SECTION 7.02
Procedure Upon Redemption
or Termination of Trust Fund.
103
SECTION 7.03
Additional Trust Fund
Termination Requirements.
104
ARTICLE VIII RIGHTS OF
CERTIFICATEHOLDERS
104
SECTION 8.01
Limitation on Rights of
Holders.
104
SECTION 8.02
Access to List of
Holders.
105
SECTION 8.03
Acts of Holders of
Certificates.
106
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
SERVICER
107
SECTION 9.01
Duties of the Master
Servicer; Enforcement of Servicers; and Master Servicer’s
Obligations.
107
SECTION 9.02
Assumption of Master
Servicing by Trustee.
109
SECTION 9.03
Representations and
Warranties of the Master Servicer.
109
SECTION 9.04
Compensation to the
Master Servicer.
111
SECTION 9.05
Merger or
Consolidation.
111
SECTION 9.06
Resignation of Master
Servicer.
112
SECTION 9.07
Assignment or Delegation
of Duties by the Master Servicer.
112
SECTION 9.08
Limitation on Liability
of the Master Servicer and Others.
113
SECTION 9.09
Indemnification;
Third-Party Claims.
113
ARTICLE X REMIC
ADMINISTRATION
114
SECTION 10.01
REMIC
Administration.
114
SECTION 10.02
Prohibited Transactions
and Activities.
116
SECTION 10.03
Indemnification with
Respect to Prohibited Transactions or Loss of REMIC
Status.
116
SECTION 10.04
REO Property.
117
SECTION 10.05
Fidelity.
117
ARTICLE XI EXCHANGE ACT
REPORTING
118
SECTION 11.01
Form 10-D
Reporting.
118
SECTION 11.02
Form 10-K
Reporting.
119
SECTION 11.03
Form 8-K
Reporting.
121
SECTION 11.04
Delisting; Amendment;
Late Filing of Reports.
122
SECTION 11.05
Annual Statements of
Compliance.
123
SECTION 11.06
Annual Assessments of
Compliance.
123
SECTION 11.07
Accountant’s
Attestation.
125
SECTION 11.08
Sarbanes-Oxley
Certification.
126
SECTION 11.09
Indemnification.
127
SECTION 11.10
Additional
Information.
128
SECTION 11.11
[Reserved.]
128
SECTION 11.12
Intention of the Parties
and Interpretation.
128
SECTION 11.13
Notice under Article
XI.
129
ARTICLE XII
MISCELLANEOUS PROVISIONS
129
SECTION 12.01
Binding Nature of
Agreement; Assignment.
129
SECTION 12.02
Entire
Agreement.
129
SECTION 12.03
Amendment.
129
SECTION 12.04
Voting Rights.
131
SECTION 12.05
Provision of
Information.
131
SECTION 12.06
Governing Law.
131
SECTION 12.07
Notices.
132
SECTION 12.08
Severability of
Provisions.
132
SECTION 12.09
Indulgences; No
Waivers.
132
SECTION 12.10
Headings Not To Affect
Interpretation.
132
SECTION 12.11
Benefits of
Agreement.
132
SECTION 12.12
Special Notices to the
Rating Agencies.
133
SECTION 12.13
Conflicts.
134
SECTION 12.14
Counterparts.
134
SECTION 12.15
No Petitions.
134
ATTACHMENTS
Exhibit A
Forms of
Certificates
Exhibit B
Form of Residual
Certificate Transfer Affidavit (Transferee)
Exhibit C
Form of Residual
Certificate Transfer Affidavit (Transferor)
Exhibit D
[Reserved]
Exhibit E
List of Purchase and
Servicing Agreements, Servicing Agreements and Purchase
Agreements
Exhibit F
List of Custodial
Agreements
Exhibit G
[Reserved]
Exhibit H
Form of Rule 144A
Transfer Certificate
Exhibit I
Form of Purchaser’s
Letter for Institutional Accredited Investors
Exhibit J
Form of ERISA Transfer
Affidavit
Exhibit K
Form of Letter of
Representations with the Depository Trust Company
Exhibit L
Form of Custodian
Certification
Exhibit M
Relevant Servicing
Criteria
Exhibit N
Form 10-D, Form 8-K and
Form 10-K Reporting Responsibility
Exhibit O
Yield Maintenance
Agreement Schedule
Exhibit P
[Reserved]
Exhibit Q
Form of Annual
Certification
Exhibit R
Additional Disclosure
Notification
Schedule A
Mortgage Loan
Schedule
This POOLING AND SERVICING AGREEMENT,
dated as of December 1, 2006 (the “Agreement”), by and
among J.P. MORGAN ACCEPTANCE CORPORATION I, a Delaware corporation,
as depositor (the “Depositor”), U.S. BANK NATIONAL
ASSOCIATION, as trustee (the “Trustee”) and WELLS FARGO
BANK, N.A., in its dual capacities as master servicer (the
“Master Servicer”) and securities administrator (the
“Securities Administrator”) and acknowledged by
J.P. MORGAN MORTGAGE ACQUISITION CORP., a Delaware corporation, as
seller (the “Seller”), for purposes of Sections 2.04
and 2.05 and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national
banking association and THE BANK OF NEW YORK TRUST COMPANY, N.A., a
national banking association, as custodians (each a
“Custodian and together, the “Custodians”), for
purposes of Sections 11.06, 11.07 and 11.09.
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage
Loans from the Seller and at the Closing Date is the owner of the
Mortgage Loans and the other property being conveyed by the
Depositor to the Trustee hereunder for inclusion in the Trust Fund.
On the Closing Date, the Depositor will acquire the
Certificates from the Trustee as consideration for the
Depositor’s transfer to the Trust Fund of the Mortgage Loans
and the other property constituting the Trust Fund. The
Depositor has duly authorized the execution and delivery of this
Agreement to provide for the conveyance to the Trustee of the
Mortgage Loans and the other property constituting the Trust Fund.
All covenants and agreements made by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee
herein, with respect to the Mortgage Loans and the other property
constituting the Trust Fund, are for the benefit of the Holders
from time to time of the Certificates. The Depositor, the
Trustee, the Master Servicer and the Securities Administrator are
entering into this Agreement, and the Trustee is accepting the
Trust Fund created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged.
As provided herein, the Trustee shall
elect that the Trust Fund (exclusive of the Yield Maintenance
Agreement and the Reserve Fund) be treated for federal income tax
purposes as comprising three real estate mortgage investment
conduits (each, a “REMIC”): Lower-Tier REMIC 1,
Middle-Tier REMIC 1 and Upper-Tier REMIC 1. Each
Certificate, other than the Residual Certificates, shall represent
ownership of a regular interest in Upper-Tier REMIC 1 for purposes
of the REMIC Provisions.
Lower-Tier REMIC 1 shall hold the assets
of the Trust Fund (other than the Yield Maintenance Agreement and
the Reserve Fund) and shall issue several uncertificated interests,
including the LT-R-1 Interest, which is hereby designated as the
sole residual interest in Lower-Tier REMIC 1. Each remaining
uncertificated interest in Lower-Tier REMIC 1 is hereby designated
as a REMIC regular interest.
Middle-Tier REMIC 1 shall hold the
uncertificated REMIC regular interests issued by Lower-Tier REMIC 1
and shall issue several uncertificated interests, including the
MT-R-1 Interest, which is hereby designated as the sole residual
interest in Middle-Tier REMIC 1. Each remaining
uncertificated interest in Middle-Tier REMIC 1 is hereby designated
as a REMIC regular interest.
Upper-Tier REMIC 1 shall hold the
uncertificated REMIC regular interests issued by Middle-Tier REMIC
1. Each of the Certificates (other than the Class A-R
Certificate and the Exchangeable Certificates) and the
Uncertificated REMIC Interests represent ownership of regular
interests in Upper-Tier REMIC 1. Upper-Tier REMIC 1 shall
also issue the Class A-R Certificate, which is hereby designated as
the sole residual interest in Upper-Tier REMIC 1.
The latest possible maturity date of all
REMIC regular interests created in this Agreement shall be the
Latest Possible Maturity Date.
The Lower-Tier REMIC 1
The Lower Tier Interests in Lower-Tier
REMIC 1 shall have the class designations, initial principal
amounts, interest rates and corresponding Pool, Subgroup or Class
of Certificates as set forth in the following table:
|
Class Designation
|
Initial Principal
Amount
|
Certificate Interest
Rate
|
Corresponding Pool, Subgroup or
Class of Certificates
|
|
LT1-SG1-A (0.9% of SP Subgroup
1)
|
(1)
|
5.50%
|
1
|
|
LT1-SG1-B (0.1% of SP Subgroup
1)
|
(1)
|
5.50%
|
1
|
|
LT1-SG1-C (Excess of Subgroup
1)
|
(1)
|
5.50%
|
1
|
|
LT1-SG2-A (0.9% of SP Subgroup
2)
|
(1)
|
6.00%
|
2
|
|
LT1-SG2-B (0.1% of SP Subgroup
2)
|
(1)
|
6.00%
|
2
|
|
LT1-SG2-C (Excess of Subgroup
2)
|
(1)
|
6.00%
|
2
|
|
LT1-SG3-A (0.9% of SP Subgroup
3)
|
(1)
|
7.00%
|
3
|
|
LT1-SG3-B (0.1% of SP Subgroup
3)
|
(1)
|
7.00%
|
3
|
|
LT1-SG3-C (Excess of Subgroup
3)
|
(1)
|
7.00%
|
3
|
|
LTA-P
|
(3)
|
(4)
|
A-P
|
|
LTA-X
|
(2)
|
(4)
|
A-X
|
|
LT1-P
|
$100.00
|
0.00%
|
N/A
|
|
LT-R-1
|
(5)
|
(5)
|
N/A
|
_______________
(1)
Each Class A Interest will have a
principal balance initially equal to 0.9% of the Pool Subordinate
Amount or Subgroup Subordinate Amount, as applicable in each case,
the (“SP”), of its corresponding Pool or Subgroup, as
applicable. Each Class B Interest will have a principal
balance initially equal to 0.1% of the Pool Subordinate Amount or
Subgroup Subordinate Amount, as applicable, of its corresponding
Pool or Subgroup, as applicable. The initial principal balance of
each Class C Interest will equal the excess of the initial
aggregate principal balance of its corresponding Pool or Subgroup,
as applicable (less the initial principal balance of any
principal-only interest in the Lower-Tier REMIC 1 payable from such
Pool or Subgroup) over the initial aggregate principal balances of
the Class A and Class B Interests corresponding to such
Pool or Subgroup, as applicable.
(2)
This interest shall be an interest-only
regular interest and shall bear interest on its notional principal
amount, which shall be equal at all times to the Class Notional
Amount of the Class A-X Certificates.
(3)
This Lower Tier Interest shall have an
initial principal balance equal to the initial principal balance of
its Corresponding Class of Certificates.
(4)
This Lower Tier Interest shall bear
interest at the same rate as the Certificate Interest Rate of its
Corresponding Class of Certificates.
(5)
The Class LT-R-1 Interest is the
sole class of residual interest in the Lower-Tier REMIC 1. It has
no principal balance and pays no principal or interest.
On each Distribution Date, the Available
Distribution Amount shall be distributed with respect to the Lower
Tier Interests in the following manner:
(1)
Interest shall be distributed with
respect to each Lower-Tier Interest at the rate, or according to
the formulas, described above;
(2)
Principal if no Cross-Over Situation
Exists. If no Cross-Over Situation exists with respect to any Class
of Interests, then Principal Amounts arising with respect to each
Pool or Subgroup, as applicable, will be allocated: first to cause
the Pool's or Subgroup’s, as applicable, corresponding
Class A and Class B to equal, respectively, 0.9% of the
related SP and 0.1% of the SP; and second to the Pool's or
Subgroup’s, as applicable, corresponding Class C
Interest;
(3)
Principal if a Cross-Over Situation
Exists. If a Cross-Over Situation exists with respect to the
Class A and Class B Interests then:
(a)
if the Calculation Rate in respect of the
outstanding Class A and Class B Interests relating to a
Group of Subordinate Certificates would be less than the
Certificate Interest Rate of such Group of Subordinate
Certificates, Principal Relocation Payments will be made
proportionately to the outstanding Class A Interests prior to
any other Principal Distributions from each such Pool or Subgroup,
as applicable; and
(b)
if the Calculation Rate in respect of the
outstanding Class A and Class B Interests would be
greater than the Certificate Interest Rate of such Group of
Subordinate Certificates, Principal Relocation Payments will be
made proportionately to the outstanding Class B Interests
prior to any other Principal Distributions from each such Pool or
Subgroup, as applicable.
In each case, Principal Relocation
Payments will be made so as to cause the Calculation Rate in
respect of the outstanding Class A and Class B Interests
relating to a Group of Subordinate Certificates to equal the
Certificate Interest Rate of such Group or Subordinate
Certificates. With respect to each Pool or Subgroup, as applicable,
if (and to the extent that) the sum of (a) the principal payments
comprising the Principal Remittance Amount received during the Due
Period and (b) the Realized Losses, are insufficient to make the
necessary reductions of principal on the Class A and
Class B Interests, then interest will be added to the Pool's
or Subgroup’s, as applicable, other Interests that are not
receiving Principal Relocation Payments, in proportion to their
principal balances.
(c)
The outstanding aggregate Class A
and Class B Interests for all Pools and Subgroups will not be
reduced below 1 percent of the excess of (i) the aggregate
outstanding Class Principal Amounts of all Pools and Subgroups as
of the end of any Due Period over (ii) the Senior Certificates for
all Pools and Subgroups as of the related Distribution Date (after
taking into account distributions of principal on such Distribution
Date).
(d)
If (and to the extent that) the
limitation in paragraph (c) prevents the distribution of principal
to the Class A and Class B Interests of a Pool or
Subgroup, as applicable, and if the Pool's or Subgroup’s, as
applicable, Class C Interest has already been reduced to zero,
then the excess principal from that Pool or Subgroup, as
applicable, will be paid to the Class C Interests of the other
Pool or Subgroup, as applicable, the aggregate Class A and
Class B Interests of which are less than one percent of the
Pool Subordinate Amount or Subgroup Subordinate Amount, as
applicable. If the Pool or Subgroup, as applicable, of the
Class C Interest that receives such payment has a weighted
average Net Mortgage Rate below the weighted average Net Mortgage
Rate of the Pool making the payment, then the payment will be
treated by the Lower-Tier REMIC 1 as a Realized Loss. Conversely,
if the Pool or Subgroup, as applicable, of the Class C
Interest that receives such payment has a weighted average Net
Mortgage Rate above the weighted average Net Mortgage Rate of the
Pool or Subgroup, as applicable, making the payment, then the
payment will be treated by the Lower-Tier REMIC 1 as a
reimbursement for prior Realized Losses.
On each Distribution Date, Prepayment
Penalties with respect to the Mortgage Loans shall be distributed
to the Class LT1-P Interest, which shall be entitled to receive its
principal balance on the same Distribution Date that principal is
payable to the Class P Certificates.
MIDDLE-TIER REMIC 1
The Lower-Tier Interests in Middle-Tier
REMIC 1 shall have the class designations, initial principal
amounts, interest rates and corresponding Pool, Subgroup or Class
of Certificates as set forth in the following table:
|
|
|
|
Corresponding Class of
Certificates
|
|
MT1-A-1
|
6.00%
|
(2)
|
A-1, A-2
|
|
MT1-A-3
|
(1)
|
(2)
|
A-3
|
|
MT1-A-4
|
(1)
|
(2)
|
A-4
|
|
MT1-A-5
|
(1)
|
(2)
|
A-5
|
|
MT1-A-6
|
(1)
|
(2)
|
A-6
|
|
MT1-A-7
|
(1)
|
(2)
|
A-7
|
|
MT1-A-8
|
7.00%
|
(2)
|
A-8, A-9
|
|
MT1-A-10
|
(1)
|
(2)
|
A-10
|
|
MT1-A-11
|
(1)
|
(2)
|
A-11
|
|
MT1-A-12
|
(1)
|
(2)
|
A-12
|
|
MTA-P
|
(1)
|
(2)
|
A-P
|
|
MTA-X
|
(1)
|
(4)
|
A-X
|
|
MT-M
|
(1)
|
(2)
|
M
|
|
MT1-B-1
|
(1)
|
(2)
|
B-1
|
|
MT1-B-2
|
(1)
|
(2)
|
B-2
|
|
MT1-B-3
|
(1)
|
(2)
|
B-3
|
|
MT1-B-4
|
(1)
|
(2)
|
B-4
|
|
MT1-B-5
|
(1)
|
(2)
|
B-5
|
|
MT1-B-6
|
(1)
|
(2)
|
B-6
|
|
MT1-P
|
(1)
|
(2)
|
P
|
|
MT1-A-R
|
(1)
|
(2)
|
A-R
|
|
MT1-R-1
|
(3)
|
(3)
|
N/A
|
(1) This Lower-Tier Interest shall have
an interest rate equal to that of its Corresponding Class of
Certificates.
(2) This Lower-Tier Interest shall have
an initial principal amount equal to that of its Corresponding
Class of Certificates (or, in the case of the Class MT1-A-1 and
Class MT1-A-8 Interests, the Class A-1 and Class A-8 Certificates,
respectively.)
(3) The Class MT-R-1 Interest
is the sole class of residual interest in the Middle-Tier REMIC 1.
It has no principal balance and pays no principal or
interest.
(4) This Lower-Tier Interest shall
not have a principal balance but shall bear interest on its
notional principal balance which shall be equal at all times to the
Class A-X Notional Amount.
On each Distribution Date, the Available
Distribution Amount with respect to Aggregate Pool I shall be
distributed with respect to the Lower Tier Interests in Middle-Tier
REMIC 1 in the following manner:
(1)
Interest shall be distributed with
respect to each Lower-Tier Interest at the rate, or according to
the formulas, described above;
(2)
Principal and Realized Losses shall be
allocated to each Lower-Tier Interest in an amount equal to that
allocable to each Corresponding Class of Certificates for such
Lower-Tier Interest on such Distribution Date.
On each Distribution Date, the Class
MT1-P Interest shall be entitled to receive all amounts distributed
with respect to the Class LT1-P Interest.
The Certificates
The following table sets forth (or
describes) the Class designation, Certificate Interest Rate,
initial Class Principal Amount (or initial Class Notional Amount)
and minimum denomination for each Class of Certificates comprising
interests in the Trust Fund created hereunder and the Exchangeable
Certificates.
|
|
Certificate Interest Rate
|
Initial Class Principal Amount or
Class Notional Amount
|
Minimum Denominations or Percentage
Interest
|
|
A-1
|
(1)
|
123,287,234
|
$
100,000
|
|
A-2
|
(2)
|
(3)
|
$
100,000
|
|
A-3
|
6.000%
|
54,703,000
|
$
100,000
|
|
A-4
|
6.000%
|
8,417,000
|
$
100,000
|
|
A-5
|
6.000%
|
47,300,000
|
$
100,000
|
|
A-6
|
6.000%
|
68,000,000
|
$
100,000
|
|
A-7
|
6.000%
|
$100,000,000
|
$
100,000
|
|
A-8
|
(4)
|
314,565,458
|
$
100,000
|
|
A-9
|
(5)
|
(6)
|
$
100,000
|
|
A-10(10)
|
5.500%
|
13,450,000
|
$
100,000
|
|
A-11(10)
|
5.500%
|
12,786,500
|
$
100,000
|
|
A-12(10)
|
5.500%
|
1,047,048
|
$
100,000
|
|
A-13(11)
|
5.500%
|
$27,283,548
|
$
100,000
|
|
A-P
|
(7)
|
$395,418.79
|
$
100,000
|
|
A-X
|
6.000%
|
(12)
|
$
100,000
|
|
M
|
(8)
|
12,451,000
|
$
100,000
|
|
B-1
|
(8)
|
4,669,200
|
$
100,000
|
|
B-2
|
(8)
|
5,836,400
|
$
100,000
|
|
B-3
|
(8)
|
4,280,100
|
$
100,000
|
|
B-4
|
(8)
|
2,723,700
|
$
100,000
|
|
B-5
|
(8)
|
2,334,500
|
$
100,000
|
|
B-6
|
(8)
|
1,945,559
|
$
100,000
|
|
A-R
|
6.000%
|
$100
|
100%
|
|
P
|
N/A
|
$100(9)
|
100%
|
_______________
(1)
On each Distribution Date, the
Certificate Interest Rate on the Class A-1 Certificates will be
equal to LIBOR plus the related Certificate Margin, subject to a
minimum Certificate Interest Rate of 0.550% per annum and a maximum
Certificate Interest Rate of 9.500% per annum. Any interest
payable on the Class A-1 Certificates in excess of the interest
payable to such Classes at a Certificate Interest Rate of 6.000%
per annum will be payable solely from amounts received in respect
of the Yield Maintenance Agreement. After the Distribution
Date in March 2011, the maximum Certificate Interest Rate
applicable to the Class A-1 Certificates is 6.00% per
annum.
(2)
The Certificate Interest Rate on the
Class A-2 Certificates will be equal to the excess of (a) 5.450%
over (b) LIBOR, but not less than 0.000% per annum.
(3)
Interest will accrue on the Class A-2
Notional Amount.
(4)
On each Distribution Date, the
Certificate Interest Rate on the Class A-8 Certificates will be
equal to LIBOR plus the related Certificate Margin, subject to a
minimum Certificate Interest Rate of 0.380% per annum and a maximum
Certificate Interest Rate of 7.000% per annum.
(5)
The Certificate Interest Rate on the
Class A-9 Certificates will be equal to the excess of (a) 6.620%
over (b) LIBOR, but not less than 0.000% per annum.
(6)
Interest will accrue on the Class A-9
Notional Amount.
(7)
The Class A-P Certificates will not
receive any distributions of interest.
(8)
The Certificate Interest Rate applicable
to each of the Class M, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates will equal a per annum rate
calculated as the quotient expressed as a percentage of (a) the sum
of (i) the product of (x) 5.500% and (y) the Subgroup Subordinate
Amount relating to Subgroup 1 for that Distribution Date, (ii) the
product of (x) 6.000% and (y) the Subgroup Subordinate Amount
relating to Subgroup 2 for that Distribution Date and (iii) the
product of (x) 7.000% and (y) the Subgroup Subordinate Amount
relating to Subgroup 3 for that Distribution Date, divided by (b)
the aggregate of the Subgroup Subordinate Amounts relating to each
Subgroup for that Distribution Date.
(9)
The Class P Certificates will be entitled
to all prepayment penalties on the Mortgage Loans.
(10)
These classes shall be issued in
uncertificated form and shall constitute theUncertificated REMIC
Interests. Each Class of Exchangeable REMIC
Certificates issued under the Trust Agreement will be entitled to
the same distributions of principal and interest as the
corresponding Uncertificated REMIC Interest.
(11)
The Class A-13 Certificates are
Exchangeable Certificates which will not be issued under this
Pooling and Servicing Agreement.
(12)
The Class A-X Certificates will not
receive any distributions of principal. Interest will accrue
on the Class A-X Notional Amount, which is initially equal to
$2,169,341.22.
As of the Cut-off Date, the Mortgage
Loans had an Aggregate Stated Principal Balance of $778,192,218.26.
The foregoing REMIC structure is intended
to cause all of the cash from the Mortgage Loans to flow through to
Upper-Tier REMIC 1 as cash flow on a REMIC regular interest,
without creating any shortfall—actual or potential (other
than for credit losses) to any REMIC regular interest. To the
extent that the structure is believed to diverge from such
intention the parties identifying such ambiguity shall notify the
other parties hereto and the parties involved will resolve such
ambiguities to accomplish such result and will to the extent
necessary rectify any drafting errors or seek clarification to the
structure without Certificateholder approval (but with guidance of
Counsel) to accomplish such intention, making any amendments in
accordance with Section 12.03 of this Agreement.
In consideration of the mutual agreements
herein contained, the Depositor, the Master Servicer, the
Securities Administrator and the Trustee hereby agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01
Definitions.
The following words and phrases, unless
the context otherwise requires, shall have the following
meanings:
Accountant : A Person engaged in the practice of accounting who
(except when this Agreement provides that an Accountant must be
Independent) may be employed by or affiliated with the Depositor or
an Affiliate of the Depositor.
Accountant’s
Attestation : The
attestation required from an Accountant for each of the Master
Servicer, the Securities Administrator, the Custodians and each
Servicing Function Participant pursuant to Section
11.07.
Accretion Directed
Certificates : The Class A-11
Certificates.
Accretion Termination Date
:
The Class A-12 Accretion Termination
Date.
Accrual Amount:
The Class A-12 Accrual Amount.
Accrual Certificates
: The Class A-12 Certificates.
Accrual Period : With respect to any Distribution Date and any Class
of Certificates, other than the Class A-1, Class A-2, Class A-8 and
Class A-9 Certificates, the calendar month preceding the month in
which the Distribution Date occurs. For each Distribution
Date and the Class A-1, Class A-2, Class A-8 and Class A-9
Certificates, the period from and including the 25th day of the
month immediately preceding such Distribution Date to and including
the 24th day of the month of such Distribution Date. Interest
shall accrue on all Classes of Certificates and on all Lower-Tier
Interests on the basis of a 360-day year consisting of twelve
30-day months.
Acknowledgements
: The Assignment, Assumption and
Recognition Agreements assigning from the Seller to the Depositor
and from the Depositor to the Trustee, for the benefit of the
Certificateholders, their respective rights in the Purchase and
Servicing Agreements and Servicing Agreements set forth in Exhibit
E.
Act : The Securities Act of 1933, as amended.
Additional Disclosure
Notification : As defined in
Section 11.01.
Additional Form 10-D
Disclosure : As defined in
Section 11.01.
Additional Form 10-K
Disclosure : As defined in
Section 11.02.
Additional Servicer
means each affiliate of each Servicer or
the Depositor meeting the requirements of Item 1108(a)(2)(ii) of
Regulation AB that Services any of the Mortgage Loans and each
Person who is not an affiliate of any Servicer, who Services 10% or
more of the Mortgage Loans (measured by aggregate Stated Principal
Balance of the Mortgage Loans, annually at the commencement of the
calendar year prior to the year in which an Item 1123 Certification
is required to be delivered). For clarification purposes,
each Servicer, the Master Servicer and the Securities Administrator
are Additional Servicers.
Advance : With respect to any Distribution Date and any
Mortgage Loan, the payments required to be made by the Servicer of
such Mortgage Loan or, if the applicable Servicer fails to make
such payments, the Master Servicer, pursuant to this Agreement or
the applicable Purchase and Servicing Agreement or Servicing
Agreement, as applicable, the amount of any such payment being
equal to the aggregate of the payments of principal and interest
(net of the applicable Servicing Fee and any lender paid mortgage
insurance premiums and net of any net income in the case of any REO
Property) on the Mortgage Loans that were due on the related Due
Date and not received as of the close of business on the related
Determination Date, less the aggregate amount of any such
delinquent payments that the Master Servicer or the applicable
Servicer has determined would constitute Nonrecoverable Advances if
advanced.
Adverse REMIC Event
: Either (i) loss of status as a REMIC,
within the meaning of Section 860D of the Code, for any group of
assets identified as a REMIC in the Preliminary Statement to this
Agreement, or (ii) imposition of any tax, including the tax imposed
under Section 860F(a)(1) on prohibited transactions, and the tax
imposed under Section 860G(d) on certain contributions to a REMIC,
on any REMIC created hereunder to the extent such tax would be
payable from assets held as part of the Trust Fund.
Affiliate : With respect to any specified Person, any other
Person controlling or controlled by or under common control with
such specified Person. For the purposes of this definition,
“control” when used with respect to any specified
Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have
meanings correlative to the foregoing.
Aggregate Expense Rate
: With respect to any Mortgage Loan, the
Servicing Fee Rate and any applicable mortgage insurance policy
premium payable by any Servicer.
Aggregate Pool : The Mortgage Loans in the aggregate.
Aggregate Stated Principal
Balance : As to any
Distribution Date, the aggregate of the Stated Principal Balances
for all Mortgage Loans (and when such term is used with respect to
a particular Mortgage Group or the Aggregate Pool, the aggregate of
the Stated Principal Balances of the Mortgage Loans or Mortgage
Components, as applicable, in such Mortgage Group or the Aggregate
Pool) which were outstanding on the Due Date in the month preceding
the month of such Distribution Date.
Aggregate Voting Interests
: The aggregate of the Voting Interests
of all the Certificates under this Agreement.
Agreement : This Pooling and Servicing Agreement and all
amendments and supplements hereto.
American Home : American Home Mortgage Corp. or any successor in
interest.
American Home Mortgage Loan
: Each Mortgage Loan originated by
American Home and listed on the Mortgage Loan Schedule.
American Home Purchase
Agreement : Each agreement
between the Seller and American Home listed under the heading
“Purchase Agreements” in Exhibit E hereto.
Applicable Credit Support
Percentage : As to each Class
of Mezzanine and Subordinate Certificates and any Distribution
Date, the sum of the related Subordinate Class Percentage of that
Class and the aggregate Subordinate Class Percentage of all other
Classes of Subordinate Certificates that rank lower in priority
than such Class.
Apportioned Principal
Balance : As to any
Distribution Date and each Class of Mezzanine and Subordinate
Certificates, the Class Principal Amount thereof immediately prior
to that Distribution Date multiplied by a fraction the numerator of
which is the applicable Subgroup Subordinate Amount for that date
and the denominator of which is the sum of the Subgroup Subordinate
Amounts (in the aggregate) in the Aggregate Pool.
Appraised Value
: With respect to any Mortgage Loan, the
Appraised Value of the related Mortgaged Property shall be:
(i) with respect to a Mortgage Loan other than a
Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the
origination of such Mortgage Loan and (b) the sales price of
the Mortgaged Property at the time of the origination of such
Mortgage Loan; provided, however, that with respect to certain
Mortgage Loans financing the acquisition of the related Mortgaged
Property is in New York State, the Appraised Value will be based
solely on the appraisal made at the time of origination of such
Mortgage Loan and (ii) with respect to a Refinancing Mortgage
Loan, the value of the Mortgaged Property based upon the appraisal
made at the time of the origination of such Refinancing Mortgage
Loan.
Assessment of Compliance
: The certification required from
each of the Master Servicer, the Securities Administrator, the
Custodians and each Servicing Function Participant pursuant to
Section 11.06.
Assignment : The Assignments, each dated as of December 1, 2006
between the Seller and the applicable Custodian, pursuant to which
the Seller assigns to the Trustee all of its rights, title and
interest under the Custodial Agreements to the extent relating to
certain specified mortgage loans.
Assignment of Mortgage
: An assignment of the Mortgage, notice
of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect the sale of the Mortgage
to the Trustee, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located
in the same jurisdiction, if permitted by law; provided,
however , that neither the Trustee nor the Custodians shall be
responsible for determining whether any such assignment is in
recordable form.
Assignment of Proprietary
Lease : With respect to a
Cooperative Loan, an assignment of the Proprietary Lease sufficient
under the laws of the jurisdiction wherein the related Cooperative
Unit is located to reflect the assignment of such Proprietary
Lease.
Assignment of Recognition
Agreement : With respect to a
Cooperative Loan, an assignment of the Recognition Agreement
sufficient under the laws of the jurisdiction wherein the related
Cooperative Unit is located to reflect the assignment of such
Recognition Agreement.
Authenticating Agent
: Any authenticating agent appointed by
the Trustee pursuant to Section 6.10 until any successor
authenticating agent for the Certificates is named, and thereafter
“Authenticating Agent” shall mean any such
successor. The Authenticating Agent shall be Wells Fargo
Bank, N.A. for so long as it is acting as Securities Administrator
under this Agreement.
Authorized Officer
: Any Person who may execute an
Officer’s Certificate on behalf of the Depositor.
Available Distribution
Amount : With respect to any
Distribution Date and (a) the Aggregate Pool, the total amount of
all cash received from each Servicer on the Mortgage Loans for
deposit into the Distribution Account in respect of such
Distribution Date, including (1) all scheduled installments of
interest (net of the related Servicing Fees and lender paid
mortgage insurance premiums, if any) and principal collected on the
related Mortgage Loans and due during the Due Period related to
such Distribution Date, together with any Advances in respect
thereof, (2) all Insurance Proceeds, Liquidation Proceeds and
Subsequent Recoveries, in each case for such Distribution Date, (3)
all Principal Prepayments, together with any accrued interest
thereon, identified as having been received from the related
Mortgage Loans during the related Prepayment Period, (4) any
amounts paid by the Master Servicer and/or received from the
Servicers in respect of Prepayment Interest Shortfalls with respect
to the related Mortgage Loans, (5) the aggregate Purchase Price of
all Defective Mortgage Loans purchased from the Trust Fund during
the related Prepayment Period and (6) on the Distribution Date
on which the Trust Fund is to be terminated pursuant to Article VII
hereof, that portion of the Redemption Price in respect of
principal, up to the Par Value, minus:
(A)
all related fees, charges and other
amounts payable or reimbursable to the Master Servicer, the
Securities Administrator, the Custodian or the Trustee under this
Agreement or to the related Servicer under the applicable Purchase
and Servicing Agreement or Servicing Agreement, as
applicable;
(B)
in the case of (2), (3), (4) and (5)
above, any related unreimbursed expenses incurred by the related
Servicer in connection with a liquidation or foreclosure and any
unreimbursed Advances or Servicing Advances due to the Master
Servicer or the related Servicer;
(C)
any related unreimbursed Nonrecoverable
Advances due to the Master Servicer or the Servicers;
and
(D)
in the case of (1) through (4) above, any
related amounts collected which are determined to be attributable
to a subsequent Due Period or Prepayment Period;
and (b) each Subgroup, an amount equal to
the portion of the Available Distribution Account for the Aggregate
Pool, that is allocable to that Subgroup.
Bankruptcy : As to any Person, the making of an assignment for
the benefit of creditors, the filing of a voluntary petition in
bankruptcy, adjudication as a bankrupt or insolvent, the entry of
an order for relief in a bankruptcy or insolvency proceeding, the
seeking of reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief, or seeking, consenting
to or acquiescing in the appointment of a trustee, receiver or
liquidator, dissolution, or termination, as the case may be, of
such Person pursuant to the provisions of either the Bankruptcy
Code or any other similar state laws.
Bankruptcy Code
: The United States Bankruptcy Code of
1986, as amended.
Bankruptcy Coverage Termination
Date : The point in time at
which the Bankruptcy Loss Coverage Amount is reduced to
zero.
Bankruptcy Loss
: With respect to any Mortgage Loan or
Mortgage Component, as applicable, a Deficient Valuation or Debt
Service Reduction; provided, however , that a Bankruptcy
Loss shall not be deemed a Bankruptcy Loss hereunder so long as the
related Servicer has notified the Master Servicer in writing that
the related Servicer is diligently pursuing any remedies that may
exist in connection with the related Mortgage Loan and either (A)
the Mortgage Loan is not in default with regard to payments due
thereunder or (B) delinquent payments of principal and interest
under the Mortgage Loan and any related escrow payments in respect
of such Mortgage Loan are being advanced on a current basis by the
related Servicer or by the Master Servicer if such Servicer fails
to do so, in either case without giving effect to any Debt Service
Reduction or Deficient Valuation, as reported by the related
Servicer or the Master Servicer to the Securities
Administrator.
Bankruptcy Loss Coverage
Amount : As of any date of
determination and the Mezzanine and Subordinate Certificates, the
Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy
Coverage Amount as reduced by (i) the aggregate amount of
Bankruptcy Losses allocated to the Mezzanine and Subordinate
Certificates since the Cut-off Date and (ii) any permissible
reductions in such Bankruptcy Loss Coverage Amount as evidenced by
a letter of each Rating Agency to the Trustee to the effect that
any such reduction will not result in a downgrading of the then
current ratings assigned to the related Classes of Certificates
rated by it.
Basis Risk Shortfall Carryover
Amount : For any
Distribution Date after the first Distribution Date and on or prior
to the Yield Maintenance Agreement Termination Date and the Class
A-1 Certificates, an amount equal to the sum of (i) the excess of
(x) the amount of interest such class accrued on such Distribution
Date at its Certificate Interest Rate for such Distribution Date
over (y) the amount of interest such class of Certificates accrued
for such Distribution Date at 6.000% per annum 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 excess of the Certificate Interest Rate for
such Class and 6.00% per annum.
Book-Entry Certificates
: Beneficial interests in Certificates
designated as “Book-Entry Certificates” in this
Agreement, ownership and transfers of which shall be evidenced or
made through book entries by a Clearing Agency as described in
Section 3.09; provided, that after the occurrence of a Book-Entry
Termination whereupon book-entry registration and transfer are no
longer permitted and Definitive Certificates are to be issued to
Certificate Owners, such Book-Entry Certificates shall no longer be
“Book-Entry Certificates.” As of the Closing
Date, all Classes of Certificates constitute Book-Entry
Certificates, other than the Class B-4, Class B-5, Class B-6, Class
A-R and Class P Certificates and the Uncertificated REMIC
Interests.
Book-Entry Termination
: The occurrence of any of the following
events: (i) the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Book
Entry Certificates, and the Depositor is unable to locate a
qualified successor; or (ii) the Depositor at its option advises
the Trustee and the Certificate Registrar in writing that it elects
to terminate the book-entry system through the Clearing
Agency.
Bring-Down Date
: With respect to any Mortgage
Loan, the date as of which the applicable Originator makes the
representations and warranties with respect to such Mortgage Loan
and as specified in the related Purchase and Servicing Agreement or
Purchase Agreement, as applicable.
Business Day : Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in New York, New York or,
if other than New York, the cities in which the Corporate Trust
Offices of the Trustee and the Securities Administrator are
located, are authorized or obligated by law or executive order to
be closed.
Calculation Rate
: For each Distribution Date and the
Mezzanine and Subordinate Certificates, in the case of the Class A
and Class B Interests in Lower-Tier REMIC 1, the product of (i) 10
and (ii) the weighted average rate of the outstanding related Class
A and Class B Interests, treating each such Class A Interest as
capped at zero or reduced by a fixed percentage of 100% of the
interest accruing on such Class.
Cap Strike Rate
: With respect to any Distribution
Date and the Yield Maintenance Agreement, the applicable percentage
in the schedule set forth in Exhibit O for such Distribution
Date.
Certificate : Any one of the certificates signed by the Trustee,
or the Securities Administrator on the Trustee’s behalf, and
authenticated by the Securities Administrator as Authenticating
Agent in substantially the forms attached hereto as Exhibit A and
the Uncertificated REMIC Interests.
Certificate Group
: The Senior Certificates that relate to
Subgroup 1, Subgroup 2 or Subgroup 3.
Certificate Interest Rate
: With respect to each Class of
Certificates and any Distribution Date, the applicable per annum
rate described in the Preliminary Statement hereto.
Certificate Margin
: With respect to the Class A-1
Certificates and any applicable Distribution Date, 0.55%.
With respect to the Class A-8 Certificates and any applicable
Distribution Date, 0.38%.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person who is the owner of such Book-Entry
Certificate, as reflected on the books of the Clearing Agency, or
on the books of a Person maintaining an account with such Clearing
Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency).
Certificate Principal
Amount : With respect to any
Certificate (other than an Interest-Only Certificate) the
Certificate Principal Amount as of the Closing Date as reduced by
all amounts previously distributed on that Certificate in respect
of principal and the principal portion of any Realized Losses
(including Excess Losses) previously allocated to that Certificate
plus, in the case of any Accrual Certificates, all prior Accrual
Amounts allocated to such Certificate, respectively; provided,
however, that the aggregate Certificate Principal Amount of each
class of Certificates (other than the Interest-Only Certificates)
to which Realized Losses have been allocated shall be increased,
sequentially, in the order of payment priority, by the amount of
Subsequent Recoveries distributed as principal to any class of
Certificates, but not by more than the amount of Realized Losses
previously allocated to reduce the Certificate Principal Amount of
such class of Certificates. The Certificate Principal Amount
of a class of Mezzanine or Subordinate Certificates may be
additionally reduced by allocation of any Subordinate Certificate
Writedown Amount.
Certificate Register and Certificate
Registrar : The register
maintained and the registrar appointed pursuant to Section 3.02.
Wells Fargo Bank, N.A. will act as Certificate Registrar for
so long as it is the Securities Administrator under this
Agreement.
Certificateholder
: The meaning provided in the definition
of “Holder.”
Certification Parties
: has the meaning set forth in Section
11.08.
Certifying Person
: has the meaning set forth in Section
11.08.
Chase Originator
: CHF and/or JPMCB, as the context
requires.
Chase Originator Mortgage
Loan : Each Mortgage
Loan originated by a Chase Originator and listed on the Mortgage
Loan Schedule.
Chase Originator Purchase and
Servicing Agreement :
Each agreement between the Seller and a Chase Originator
listed under the heading “Purchase and Servicing
Agreements” in Exhibit E hereto, as modified by the related
Acknowledgement.
Chevy Chase : Chevy Chase Bank, F.S.B., or any successor in
interest.
Chevy Chase Mortgage Loan
: Each Mortgage Loan originated by
Chevy Chase and listed on the Mortgage Loan Schedule.
Chevy Chase Purchase and Servicing
Agreement : Each
agreement between the Seller and Chevy Chase, listed under the
heading “Purchase and Servicing Agreements” in Exhibit
E hereto.
CHF : Chase Home Finance, LLC or its successor in
interest.
Civil Relief Act
: The Servicemembers Civil Relief Act and
any similar state laws.
Class : Collectively, Certificates bearing the same class
designation. In the case of Lower-Tier REMIC 1 or Middle-Tier
REMIC 1, the term “Class” refers to all Lower-Tier
Interests having the same alphanumeric designation.
Class A-R Certificate
: The Class A-R Certificate executed by
the Securities Administrator on behalf of the Trustee, and
authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A, and
evidencing the ownership of the residual interest in Upper-Tier
REMIC 1 formed hereby.
Class A-2 Notional Amount
: With respect to any Distribution Date,
the Class Principal Amount of the Class A-1 Certificates, prior to
giving effect to distributions on such date.
Class A-3 and Class A-4 Priority
Amount : With respect to the
Class A-3 and Class A-4 Certificates and any Distribution Date, the
product of (i) the Class A-3 and Class A-4 Priority Percentage,
(ii) the Lockout Shift Percentage and (iii) the Senior Principal
Distribution Amount for Subgroup 2 for such Distribution Date
remaining pursuant to Section 5.02(a)(i)(3)(C)(ii)(I)
hereof.
Class A-3 and Class A-4 Priority
Percentage : With respect to
any Distribution Date, (a) the aggregate Class Principal Amount of
the Class A-3 and Class A-4 Certificates, prior to any
distributions on that Distribution Date, divided by (b) the sum of
the aggregate Class Principal Amount of the Class A-1, Class A-3,
Class A-4, Class A-5 and Class A-6 Certificates, prior to any
distributions on that Distribution Date, but in no event may the
Class A-3 and Class A-4 Priority Percentage exceed 100%.
Class A-5 Priority Amount
: With respect to the Class A-5
Certificates and any Distribution Date, the lesser of (a) 99% of
the Senior Principal Distribution Amount for Subgroup 2 remaining
pursuant to Section 5.02(a)(i)(3)(C)(ii)(II) hereof and (b) the
product of (i) the Class A-5 Priority Percentage, (ii) the Lockout
Shift Percentage and (iii) the Senior Principal Distribution Amount
for Subgroup 2 remaining pursuant to Section
5.02(a)(i)(3)(C)(ii)(II) hereof for such Distribution
Date.
Class A-5 Priority
Percentage : With respect to
any Distribution Date, (a) the sum of (i) the Class Principal
Amount of the Class A-5 Certificates prior to any distributions on
that Distribution Date and (ii) $118,000,000, divided by (b) the
sum of the aggregate Class Principal Amount of the Class A-1, Class
A-5 and Class A-6 Certificates prior to any distributions on that
Distribution Date.
Class A-9 Notional Amount
: With respect to any Distribution Date,
the Class Principal Amount of the Class A-8 Certificates, prior to
giving effect to distributions on such date.
Class A-10 Prepayment Lockout Shift
Percentage :
With respect to any Distribution Date,
the percentage indicated in the table below:
Distribution Date Occurring
In
|
Class A-10 Prepayment Lockout Shift
Percentage
|
|
January 2007 through December
2009
|
0%
|
|
January 2010 through December
2010
|
50%
|
|
January 2011 through December
2011
|
65%
|
|
January 2012 through December
2012
|
75%
|
|
January 2013 through December
2013
|
90%
|
|
January 2014 and
thereafter
|
300%
|
Class A-10 Priority Amount
: With respect to the Class A-10
Certificates and any Distribution Date on and after the
Distribution Date in January 2010, the lesser of (a) 99% of the
Senior Principal Distribution Amount for Subgroup 1 for that
Distribution Date and (b) the sum of (i) the product of (1) the
Class A-10 Priority Percentage and (2) the portion of the Senior
Principal Distribution Amount for Subgroup 1 attributable to
clauses (a) and (c) of the definition of Senior Principal
Distribution Amount for Subgroup 1 for such Distribution Date and
(ii) the product of (1) the Class A-10 Priority Percentage, (2) the
Class A-10 Prepayment Lockout Shift Percentage and (3) the portion
of the Senior Principal Distribution Amount for Subgroup 1
attributable to clauses (b) and (d) of the definition of Senior
Principal Distribution Amount for Subgroup 1 for such Distribution
Date.
Class A-10 Priority
Percentage : With respect to
any Distribution Date, (a) the sum of (i) the Class Principal
Amount of the Class A-10 Certificates prior to any distributions on
that Distribution Date and (ii) $100,000, divided by (b) the sum of
the aggregate Class Principal Amount of the Class A-10, Class A-11
and Class A-12 Certificates prior to any distributions on
that Distribution Date.
Class A-12 Accretion Termination
Date : The earlier to occur of
(x) the Distribution Date on which the Class Principal Amount of
the Class A-11 Certificates has been reduced to zero; and (y) the
Distribution Date on which the aggregate Class Principal Amount of
the Mezzanine and Subordinate Certificates have been reduced to
zero.
Class A-12 Accrual Amount
: With respect to any Distribution Date
on or before the Class A-12 Accretion Termination Date, an amount
equal to accrued interest that would otherwise be distributable in
respect of interest on the Class A-12 Certificates on that
Distribution Date.
Class A Interest
: Each regular interest in a Lower Tier
REMIC with the letter "A" in its class designation.
Class A-P Principal Distribution
Amount : With respect to each
Distribution Date and Subgroup 1, the sum of the applicable Class
PO Fraction of the sum of (a) each Scheduled Payment of principal
collected or advanced on the related Class PO Mortgage Components
in the related Mortgage Group (before taking into account any
Deficient Valuations or Debt Service Reductions) and due during the
related Due Period, (b) that portion of the Purchase Price
representing principal of any Class PO Mortgage Components in such
Mortgage Group purchased in accordance with this Agreement or a
Purchase and Servicing Agreement hereof and received during the
related Prepayment Period, (c) the principal portion of any related
Substitution Amount received during the related Prepayment Period
on any Class PO Mortgage Components in such Mortgage Group, (d) the
principal portion of all Net Liquidation Proceeds including
Insurance Proceeds received during the related Prepayment Period
with respect to Class PO Mortgage Components in such Mortgage Group
that are not yet Liquidated Mortgage Loans, (e) the principal
portion of all Net Liquidation Proceeds, including Insurance
Proceeds, received during the related Prepayment Period with
respect to Liquidated Mortgage Loans that are Class PO Mortgage
Components in such Mortgage Group, (f) the principal portion of all
Principal Prepayments of Class PO Mortgage Components in such
Mortgage Group applied by the Servicers during the related
Prepayment Period, and (g) on the Distribution Date on which the
Trust Fund is to be terminated pursuant to Article VII hereof, that
portion of the Par Value in respect of principal on the Class PO
Mortgage Components for such Mortgage Group.
Class A-X Notional Amount
: With respect to any Distribution Date
and the Class A-X Certificates, the product of: (x) the
aggregate Stated Principal Balance, as of the second preceding Due
Date after giving effect to Scheduled Payments for that Due Date,
whether or not received, or for the initial Distribution Date, as
of the Cut-off Date, of the Premium Rate Mortgage Loans in Subgroup
3; and (y) a fraction, the numerator of which is the weighted
average of the related Stripped Interest Rates for the Premium Rate
Mortgage Loans in Subgroup 3 and the denominator of which is
6.00%.
Class B Interest
: Each regular interest in a Lower Tier
REMIC with the letter "B" in its class designation.
Class C Interest
: Each regular interest in a Lower Tier
REMIC with the letter "C" in its class designation.
Class Notional Amount
: The Class A-X Notional Amount, Class
A-2 Notional Amount or the Class A-9 Notional Amount.
Class P Reserve Fund
: The Eligible Account established
pursuant to Section 5.02(g).
Class PO Fraction
: With respect to each Class PO Mortgage
Component in Subgroup 1, a fraction, the numerator of which is the
Required Coupon for the related Subgroup minus the Net Mortgage
Rate on that Class PO Mortgage Component and the denominator of
which is the Required Coupon for the related Subgroup.
Class PO Mortgage Component
: With respect to Subgroup 1, the
Mortgage Components in that Subgroup that have Net Mortgage Rates
less than the Required Coupon for that Subgroup.
Class PO Shortfall Amount
: With respect to any Distribution Date
and Subgroup 1, the sum of (i) principal in an amount equal to the
applicable Class PO Fraction of any Realized Loss on a Class PO
Mortgage Component in the related Mortgage Group incurred in the
previous calendar month (other than an Excess Loss) and (ii) the
sum of the amounts, if any, by which the amount described in
subclause (i) on each prior Distribution Date exceeded the amount
actually distributed with respect to the related Class PO Shortfall
Amount on those prior Distribution Dates and not subsequently
distributed.
Class Principal Amount
: With respect to each Class of
Certificates (other than an Interest-Only Certificate), the
aggregate of the Certificate Principal Amounts of all Certificates
of such Class at the date of determination. With respect to
any Lower-Tier Interest, the initial Class Principal Amount as
shown or described in the table set forth in the Preliminary
Statement for such REMIC, as reduced by principal distributed with
respect to such Lower-Tier Interest and Realized Losses allocated
to such Lower-Tier Interest at the date of
determination.
Clearing Agency
: An organization registered as a
“clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. As of the
Closing Date, the Clearing Agency shall be The Depository Trust
Company.
Clearing Agency Participant
: A broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.
Closing Date : December 22, 2006.
Code : The Internal Revenue Code of 1986, as amended, and
as it may be further amended from time to time, any successor
statutes thereto, and applicable U.S. Department of Treasury
regulations issued pursuant thereto in temporary or final
form.
Commission : The U.S. Securities and Exchange
Commission.
Compensating Interest
Payment : As to any
Distribution Date, the lesser of (1) the aggregate Master
Servicing Fee for such date, and (2) any Prepayment Interest
Shortfall for such date, to the extent that Prepayment Interest
Shortfalls relating to such Distribution Date are required to be
paid by the Servicers pursuant to the Purchase and Servicing
Agreements or Servicing Agreements, as applicable, as amended by
the Acknowledgements, but not actually paid by the
Servicers.
Consent : A document executed by the Cooperative Corporation
(i) consenting to the sale of the Cooperative Unit to the Mortgagor
and (ii) certifying that all maintenance charges relating to the
Cooperative Unit have been paid.
Cooperative Corporation
: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and improvements
constituting the Cooperative Property and which governs the
Cooperative Property, which Cooperative Corporation must qualify as
a Cooperative Housing Corporation under Section 216 of the
Code.
Cooperative Loan
: Any Mortgage Loan secured by
Cooperative Shares and a Proprietary Lease.
Cooperative Property
: The real property and improvements
owned by the Cooperative Corporation, that includes the allocation
of individual dwelling units to the holders of the shares of the
Cooperative Corporation.
Cooperative Shares
: Shares issued by a Cooperative
Corporation.
Cooperative Unit
: With respect to any Cooperative
Mortgage Loan, a specific unit in a Cooperative
Property.
Corporate Trust Office
: With respect to the Trustee, the
corporate trust office of the Trustee located at 60 Livingston
Avenue, Mailcode: EP-MN-WS3D, St. Paul, Minnesota 55107-2232,
Attention: Structured Finance Trust Services, J.P. Morgan Mortgage
Trust 2006-S4, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicer and the Securities Administrator
or the principal corporate trust office of any successor Trustee.
With respect to the Certificate Registrar and presentment of
Certificates for registration of transfer, exchange or final
payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust, J.P.
Morgan Mortgage Trust 2006-S4.
Corresponding Certificates
: With respect to each Lower-Tier
Interest, the Certificates so designated in the Preliminary
Statement.
Counterparty : JPMCB, or any successor in interest thereto under
the Yield Maintenance Agreement.
Countrywide : Countrywide Home Loans, Inc., or any
successor in interest.
Countrywide Servicing
: Countrywide Home Loans Servicing
L.P. or any successor in interest.
Countrywide Mortgage Loan
: Each Mortgage Loan originated by
Countrywide and listed on the Mortgage Loan Schedule.
Countrywide Purchase and Servicing
Agreement : Each
agreement between the Seller and Countrywide or Countrywide
Servicing listed under the heading “Purchase and Servicing
Agreements” in Exhibit E hereto, as modified by the related
Acknowledgement.
Credit Support Depletion
Date : The date on which the
aggregate Class Principal Amount of the Mezzanine and Subordinate
Certificates has been reduced to zero.
Cross-Over Situation
: For any Distribution Date and for any
Pool or Subgroup (after taking into account principal distributions
on such Distribution Date) a Cross-Over Situation exists with
respect to the Class A and Class B Interests of the Pool or
Subgroup if such Interests in the aggregate are less than 1% of the
related SP, as defined in the Preliminary Statement.
CTX : CTX Mortgage Company, LLC, or any successor
in interest.
CTX Mortgage Loan
: Each Mortgage Loan originated by
CTX and listed on the Mortgage Loan Schedule.
CTX Purchase Agreement
: Each agreement between the Seller and
CTX listed under the heading “Purchase Agreements” in
Exhibit E hereto.
Current Interest
: With respect to each Class of
Certificates (other than the Principal-Only Certificates) and any
Distribution Date, the aggregate amount of interest accrued at the
applicable Certificate Interest Rate during the related Accrual
Period on the Class Principal Amount or Class Notional Amount of
such Class, as applicable, immediately prior to such Distribution
Date.
Custodial Accounts
: Each custodial account (other than an
Escrow Account) established and maintained by a Servicer pursuant
to a Purchasing and Servicing Agreement or Servicing Agreement, as
applicable.
Custodial Agreements
: The Custodial Agreements, listed in
Exhibit F hereof, as each such agreement may be amended or
supplemented from time to time as permitted hereunder.
Custodian : A Person who is at anytime appointed by the Trustee
and the Depositor as a custodian of the Mortgage Documents and the
Trustee Mortgage Files. The initial Custodians are
JPMorgan Chase Bank, N.A. and The Bank of New York Trust
Company, N.A. Any corporation or association into which a
Custodian may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any
merger, conversion or consolidation to which such Custodian shall
be a party, or any corporation or association to which all or
substantially all of the corporate trust business of such Custodian
may be sold or otherwise transferred, shall be the successor to
such Custodian hereunder without any further act.
Cut-off Date : December 1, 2006.
Cut-off Date Balance
: With respect to the Mortgage Loans in
the Trust Fund on the Closing Date, the Aggregate Stated Principal
Balance as of the Cut-off Date.
Debt Service Reduction
: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan which became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any reduction
that results in a permanent forgiveness of principal.
Defective Mortgage Loan
: The meaning specified in Section
2.05.
Deficient Valuation
: With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent
jurisdiction in an amount less than the then outstanding
indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which
valuation or reduction results from an order of such court which is
final and non-appealable in a proceeding under the Bankruptcy
Code.
Deficient Valuation
Reduction : The difference
between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient
Valuation.
Definitive Certificate
: A Certificate of any Class issued in
definitive, fully registered, certificated form.
Deleted Mortgage Loan
: A Mortgage Loan which is repurchased,
or replaced or to be replaced with a Replacement Mortgage
Loan.
Delinquent : Any Mortgage Loan with respect to which the
Scheduled Payment due on a Due Date is not received.
Depositor : J.P. Morgan Acceptance Corporation I, a Delaware
corporation having its principal place of business in New York, or
its successors in interest.
Determination Date
: With respect to each Distribution Date
and Servicer, the date specified as such in the related Purchase
and Servicing Agreement or Servicing Agreement, as
applicable.
Disqualified Organization
: A “disqualified
organization” as defined in Section 860E(e)(5) of the
Code.
Distribution Account
: The separate Eligible Account created
and maintained by the Securities Administrator, on behalf of the
Trustee, pursuant to Section 4.01. Funds in the Distribution
Account (exclusive of any earnings on investments made with funds
deposited in the Distribution Account) shall be held in trust for
the Trustee and the Certificateholders for the uses and purposes
set forth in this Agreement.
Distribution Account Deposit
Date : The 18th day of
each calendar month after the initial issuance of the Certificates
or, if such 18th day is not a Business Day, the immediately
preceding Business Day, commencing in January 2007.
Distribution Date
: The 25th day of each month or, if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in January 2007.
Due Date : With respect to any Mortgage Loan, the date on
which a Scheduled Payment is due under the related Mortgage Note as
indicated in the applicable Purchase and Servicing
Agreement.
Due Period : As to any Distribution Date, the period beginning
on the second day of the month preceding the month of such
Distribution Date, and ending on the first day of the month of such
Distribution Date.
Eligible Account
: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company the short-term unsecured debt obligations of which
(or, in the case of a depository institution or trust company that
is the principal subsidiary of a holding company, the debt
obligations of such holding company) have the highest short-term
ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by
the FDIC or the SAIF (to the limits established by the FDIC or the
SAIF) and the uninsured deposits in which accounts are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or
creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts
maintained with the trust department of a federal or state
chartered depository institution or trust company, acting in its
fiduciary capacity or (iv) any other account acceptable to each
Rating Agency, as evidenced by a signed writing delivered by each
Rating Agency. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts
maintained with the Trustee, the Paying Agent, the Securities
Administrator or the Master Servicer.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Qualifying
Underwriting : A best efforts
or firm commitment underwriting or private placement that meets the
requirements of an Underwriter’s Exemption.
ERISA-Restricted
Certificate : The Class B-4,
Class B-5, Class B-6, Class P and Class A-R Certificates and any
Certificate that does not satisfy the applicable rating requirement
under the Underwriter’s Exemption and the Uncertificated
Interests.
Escrow Account : As defined in Article I of each Purchase and
Servicing Agreement or Servicing Agreement, as
applicable.
Estoppel Letter
: A document executed by the Cooperative
Corporation certifying, with respect to a Cooperative Unit, (i) the
appurtenant Proprietary Lease will be in full force and effect as
of the date of issuance thereof, (ii) the related stock certificate
was registered in the Mortgagor’s name and the Cooperative
Corporation has not been notified of any lien upon, pledge of, levy
of execution on or disposition of such stock certificate, and (iii)
the Mortgagor is not in default under the appurtenant Proprietary
Lease and all charges due the Cooperative Corporation have been
paid.
Event of Default
: Any one of the conditions or
circumstances enumerated in Section 6.14.
Excess Loss : The amount of any (i) Fraud Loss realized after the
Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss
realized after the Special Hazard Coverage Termination Date or
(iii) Bankruptcy Loss realized after the Bankruptcy Coverage
Termination Date.
Exchange Act : The Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.
Exchange Trustee
: U.S. Bank National Association,
solely in its capacity as exchange trustee under the Trust
Agreement.
Exchangeable Certificates
: The Class A-13 Certificates issued or
issuable pursuant to the Trust Agreement in exchange for and in
accordance with the Trust Agreement for the applicable Exchangeable
REMIC Certificates.
Exchangeable REMIC
Certificates : The Class
A-10, Class A-11 and Class A-12 Certificates.
Fair Market Value
: An amount equal to the fair market
value of all of the property of an Aggregate Pool, as agreed upon
between the Master Servicer and a majority of the holders of the
related Uncertificated Interest; provided, however, that if the
Master Servicer and a majority of the holders of the related
Uncertificated Interest do not agree upon the fair market value of
all of such property, the Master Servicer, or an agent appointed by
the Master Servicer, shall solicit bids for all of such property,
until it has received three bids, and the Fair Market Value shall
be equal to the highest of such three bids.
Fannie Mae : The entity formerly known as the Federal National
Mortgage Association, a federally chartered and privately owned
corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor
thereto.
FDIC : The Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Fifth Third : Fifth Third Mortgage Company, or any
successor in interest.
Fifth Third Mortgage Loan
: Each Mortgage Loan originated by
Fifth Third and listed on the Mortgage Loan Schedule.
Fifth Third Purchase and Servicing
Agreement : Each
agreement between the Seller and Fifth Third, listed under the
heading “Purchase and Servicing Agreements” in Exhibit
E hereto.
Fitch Ratings : Fitch, Inc., or any successor in
interest.
Flagstar : Flagstar Bank, FSB, or any successor in
interest.
Flagstar Mortgage Loan
: Each Mortgage Loan originated by
Flagstar and listed on the Mortgage Loan Schedule.
Flagstar Purchase Agreement
: Each agreement between the Seller and
Flagstar listed under the heading “Purchase Agreements”
in Exhibit E hereto.
Form 8-K Disclosure
Information : As defined in
Section 11.03.
Fraud Loan : A Liquidated Mortgage Loan as to which a Fraud Loss
has occurred, as reported by the related Servicer or the Master
Servicer to the Securities Administrator.
Fraud Losses : Losses sustained on a Liquidated Mortgage Loan (as
reported by the applicable Servicer) by reason of a default arising
from fraud, dishonesty or misrepresentation.
Fraud Loss Coverage Amount
: With respect to the Mezzanine and
Subordinate Certificates, as of the Closing Date, $23,345,766.55,
as reduced on the fifth anniversary of the Cut-off Date to zero and
on the first anniversary of the Cut-off Date, to an amount equal to
the lesser of (x) 2.00% of the then current Pool Balance of the
Aggregate Pool, and (y) the excess of the related Fraud Loss
Coverage Amount as of the Cut-off Date, over the cumulative amount
of Fraud Losses allocated to the Mezzanine and Subordinate
Certificates since the Cut-off Date and reduced on the second,
third and fourth anniversaries of the Cut off Date, to an amount
equal to the lesser of (x) 1.00% of the then current Pool Balance
of the Aggregate Pool, and (y) the excess of the Fraud Loss
Coverage Amount as of the preceding anniversary of the Cut off
Date, over the cumulative amount of Fraud Losses allocated to the
Mezzanine and Subordinate Certificates since the preceding
anniversary.
Fraud Loss Coverage Termination
Date : The point in time at
which the Fraud Loss Coverage Amount is reduced to zero.
Global Securities
: The global certificates representing
the Book-Entry Certificates.
Group : Either a Mortgage Group or a Certificate Group, as
the context requires.
Group A Certificates
: The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, Class A-11, Class A-12, Class A-R, Class A-P and Class
A-X Certificates.
Holder or Certificateholder
: The registered owner of any Certificate
or Uncertificated Interest as recorded on the books of the
Certificate Registrar except that, solely for the purposes of
taking any action or giving any consent pursuant to this Agreement,
any Certificate registered in the name of the Depositor, the
Trustee, the Master Servicer, the Securities Administrator and any
Servicer, or any Affiliate thereof shall be deemed not to be
outstanding in determining whether the requisite percentage
necessary to effect any such consent has been obtained, except
that, in determining whether the Trustee shall be protected in
relying upon any such consent, only Certificates which a
Responsible Officer of the Trustee knows to be so owned shall be
disregarded. The Trustee may request and conclusively rely on
certifications by the Depositor, the Master Servicer, the
Securities Administrator or any Servicer in determining whether any
Certificates are registered to an Affiliate of the Depositor, the
Master Servicer, the Securities Administrator or any
Servicer.
HUD : The United States Department of Housing and Urban
Development, or any successor thereto.
Independent : When used with respect to any Accountant, a Person
who is “independent” within the meaning of Rule 2-01(B)
of the Securities and Exchange Commission’s Regulation S-X.
Independent means, when used with respect to any other
Person, a Person who (A) is in fact independent of another
specified Person and any Affiliate of such other Person, (B) does
not have any material direct or indirect financial interest in such
other Person or any Affiliate of such other Person, (C) is not
connected with such other Person or any Affiliate of such other
Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions and (D) is
not a member of the immediate family of a Person defined in clause
(B) or (C) above.
Indymac : IndyMac Bank, F.S.B.
Indymac Mortgage Loan
: Each Mortgage Loan originated by
Indymac and listed on the Mortgage Loan Schedule.
Indymac Purchase and Servicing
Agreement : Each agreement
between the Seller and Indymac listed under the heading
“Purchase and Servicing Agreements” in Exhibit E
hereto, as modified by the related Acknowledgement.
Initial Bankruptcy Coverage
Amount :
$226,977.90.
Initial Optional Purchase
Date : The first
Distribution Date following the date on which the Aggregate Stated
Principal Balance of the Aggregate Pool is less than 5% of the
Aggregate Stated Principal Balance of the Aggregate Pool as of the
Cut-off Date.
Insurance Policy
: With respect to any Mortgage Loan, any
insurance policy, including all names and endorsements thereto in
effect, including any replacement policy or policies for any
Insurance Policies.
Insurance Proceeds
: Proceeds paid by any Insurance Policy
(excluding proceeds required to be applied to the restoration and
repair of the related Mortgaged Property or released to the
Mortgagor), in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses and the proceeds
from any Limited Purpose Surety Bond.
Insured Expenses
: Expenses covered by an Insurance Policy
or any other insurance policy with respect to the Mortgage
Loans.
Interest Distribution
Amount : For each Class of
Certificates (other than the Principal-Only and Class P
Certificates) on any Distribution Date, the Current Interest for
such Class, as reduced by (i) such Class’s share of Net
Prepayment Interest Shortfalls; and (ii) the related Class’s
allocable share of (A) after the Special Hazard Coverage
Termination Date, with respect to each Mortgage Loan or Mortgage
Component, as applicable, in the related Mortgage Group that became
a Special Hazard Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the excess of one
month’s interest at the related Net Mortgage Rate on the
Stated Principal Balance of such Mortgage Loan or Mortgage
Component, as applicable, as of the Due Date in such month over the
amount of Liquidation Proceeds applied as interest on such Mortgage
Loan or Mortgage Component, as applicable, with respect to such
month, (B) after the Bankruptcy Coverage Termination Date, with
respect to each Mortgage Loan or Mortgage Component, as applicable,
in the related Mortgage Group that became subject to a Bankruptcy
Loss during the calendar month preceding the month of such
Distribution Date, the interest portion of the related Debt Service
Reduction or Deficient Valuation, (C) each Relief Act Shortfall for
the Mortgage Loans or Mortgage Components, as applicable, in the
related Mortgage Group or the Aggregate Pool incurred during
the calendar month preceding the month of such Distribution Date
and (D) after the Fraud Loss Coverage Termination Date, with
respect to each Mortgage Loan or Mortgage Component, as applicable,
in the related Mortgage Group that became a Fraud Loan during the
calendar month preceding the month of such Distribution Date, the
excess of one month’s interest at the related Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan or
Mortgage Component, as applicable, as of the Due Date in such month
over the amount of Liquidation Proceeds applied as interest on such
Mortgage Loan or Mortgage Component, as applicable, with respect to
such month. Any such shortfalls and reductions on any
Distribution Date will be allocated among all classes of Senior
Certificates (other than the Class A-P Certificates) and the
Mezzanine and Subordinate Certificates proportionately on the basis
of Current Interest otherwise distributable thereon on such
Distribution Date, in each case before taking into account any of
the foregoing reductions; provided, however, that for the purposes
of this definition, Current Interest for the Class A-1 Certificates
shall be calculated assuming a Certificate Interest Rate for such
Class equal to the lesser of (a) 6.000% per annum and (b) the
Certificate Interest Rate in effect for such Class and Distribution
Date.
Interest-Only Certificates
: The Class A-X, Class A-2 and Class A-9
Certificates.
Interest Shortfall
: As to any Class of Certificates and any
Distribution Date, the amount by which the Interest Distribution
Amount for such Class and all prior Distribution Dates exceeds
amounts distributed in respect thereof to such Class on prior
Distribution Dates.
Interest Transfer Amount
: With respect to any Undercollateralized
Group and any Distribution Date, one month’s interest on the
applicable Principal Transfer Amount at 5.500%, 6.000% or 7.000%
per annum with respect to Subgroup 1, Subgroup 2 or Subgroup 3,
respectively, plus any Interest Shortfall of interest on the Senior
Certificates of the applicable Undercollateralized Group from prior
Distribution Dates.
Intervening Assignments
: The original intervening assignments of
the Mortgage, notices of transfer or equivalent
instrument.
Item 1123 Certification
: The certification required from
each of the Master Servicer, the Securities Administrator and each
Additional Servicer pursuant to Section 11.05.
Johnson Bank : Johnson Bank, or any successor in
interest.
Johnson Bank Mortgage Loan
: Each Mortgage Loan originated by
Johnson and listed on the Mortgage Loan Schedule.
Johnson Bank Sale and Servicing
Agreement : Each
agreement between the Seller and Johnson Bank listed under the
heading “Purchase and Servicing Agreements” in Exhibit
E hereto, as modified by the related Acknowledgement.
JPMCB : JPMorgan Chase Bank, National Association, or its
successors in interest.
Latest Possible Maturity
Date : The Distribution Date
occurring in the month three years after the latest scheduled
maturity date for any Mortgage Loan.
LIBOR : For any Distribution Date (and the related Accrual
Period), the London Interbank Offered Rate for one-month United
States dollar deposits quoted on Telerate Page 3750 as of 11:00
A.M., London time, on the related LIBOR Determination Date
relating. If such rate does not appear on such page (or such
other page as may replace that page on that service, or if such
service is no longer offered, such other service for displaying
LIBOR or comparable rates as may be reasonably selected by the
Securities Administrator), the rate will be the Reference Bank
Rate. If no such quotations can be obtained and no Reference
Bank Rate is available, LIBOR will be LIBOR applicable to the
preceding Distribution Date. On the LIBOR Determination Date
immediately preceding each Distribution Date, the Securities
Administrator shall determine LIBOR for the Accrual Period
commencing on such Distribution Date and inform the Trustee, the
Master Servicer and each Servicer of such rate.
LIBOR Business Day
: Any day on which banks in London,
England and the City of New York are open and conducting
transactions in foreign currency and exchange.
LIBOR Certificates
: The Class A-1, Class A-2, Class A-8 and
Class A-9 Certificates.
LIBOR Determination Date
: The second LIBOR Business Day prior to
the first day of the related Accrual Period.
Liquidated Mortgage Loan
: With respect to any Distribution Date,
a defaulted Mortgage Loan or Mortgage Component, as applicable
(including any REO Property) which was liquidated in the calendar
month preceding the month of such Distribution Date and as to which
the related Servicer has certified (in accordance with its Purchase
and Servicing Agreement or Servicing Agreement, as applicable) that
it has received all amounts it expects to receive in connection
with the liquidation of such Mortgage Loan or Mortgage Component,
as applicable, including the final disposition of an REO
Property.
Liquidation Proceeds
: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of
defaulted Mortgage Loans or Mortgage Components, as applicable,
whether through trustee’s sale, foreclosure sale or otherwise
or amounts received in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received in
connection with an REO Property.
Loan-To-Value Ratio
: With respect to any Mortgage Loan and
as to any date of determination, the fraction (expressed as a
percentage) the numerator of which is the principal balance of the
related Mortgage Loan at the date of determination and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
Lockout Shift Percentage
: With respect to any Distribution
Date, the percentage indicated below:
|
DISTRIBUTION DATE OCCURRING
IN
|
LOCKOUT SHIFT
PERCENTAGE
|
|
|
|
|
January 2007 through December
2011
|
0%
|
|
January 2012 through December
2012
|
30%
|
|
January 2013 through December
2013
|
40%
|
|
January 2014 through December
2014
|
60%
|
|
January 2015 through December
2015
|
80%
|
|
January 2016 and
thereafter
|
100%
|
Lower-Tier Interest
: Any one of the interests in Lower-Tier
REMIC 1 or Middle-Tier REMIC 1 as described in the Preliminary
Statement.
Lower-Tier REMIC 1
: As described in the Preliminary
Statement.
Lower-Tier REMIC
: Lower-Tier REMIC 1.
Master Servicer
: Wells Fargo Bank, N.A. a national
banking association organized under the laws of the United States
and any Person succeeding as master servicer hereunder or any
successor in interest, or if any successor master servicer shall be
appointed as herein provided, then such successor master
servicer.
Master Servicing Fee
: With respect to any Distribution
Date, an amount equal to a portion of the investment earnings on
amounts on deposit in the Distribution Account payable under the
terms hereof.
Master Servicer Investment
Period : With respect to
any Servicer Remittance Date and the related amounts in the
Distribution Account, the period commencing on the fifth day
preceding such Distribution Date and ending on the Distribution
Date.
MERS : Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of
Delaware, or any successor to Mortgage Electronic Registration
Systems, Inc.
MERS Mortgage Loan
: Any Mortgage Loan registered with MERS
on the MERS® System.
MERS® System
: The system of recording transfers of
mortgages electronically maintained by MERS.
Mezzanine Certificates
: The Class M Certificates.
Middle-Tier REMIC 1
: As described in the Preliminary
Statement.
MIN : The mortgage identification number for any MERS
Mortgage Loan.
MOM Loan : Any Mortgage Loan as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns.
Moody’s : Moody’s Investors Service, Inc., or any
successor in interest.
Mortgage : A mortgage, deed of trust or other instrument
encumbering a fee simple interest in real property securing a
Mortgage Note, together with improvements thereto.
Mortgage Component
: The portions of the Mortgage Loans that
relate to a Subgroup.
Mortgage Documents
: With respect to each Mortgage Loan, the
mortgage documents required to be delivered to the Custodian
pursuant to each Custodial Agreement.
Mortgage Group : The Mortgage Components in Subgroup 1, Subgroup 2
or Subgroup 3, as the context requires.
Mortgage Loan : A Mortgage and the related Mortgage Note conveyed,
transferred, sold, assigned to or deposited with the Trustee
pursuant to Section 2.01 (including any Replacement Loan and REO
Property), including without limitation, each Mortgage Loan listed
on the Mortgage Loan Schedule, as amended from time to
time.
Mortgage Loan Schedule
: The schedule attached hereto as
Schedule A, which shall identify each Mortgage Loan, as such
schedule may be amended by the Depositor or a Servicer from time to
time (with copies of such amended schedule to be delivered promptly
by the Depositor or such Servicer to the Securities Administrator,
the Master Servicer, the Trustee and the Custodians) to reflect the
addition of Replacement Mortgage Loans to, or the deletion of
Deleted Mortgage Loans from, the Trust Fund. Such schedule
shall, among other things (i) designate the Servicer servicing
such Mortgage Loan and the applicable Servicing Fee Rate; and
(ii) identify the designated Mortgage Group or Pool in which
such Mortgage Loan is included.
Mortgage Note : The original executed note or other evidence of the
indebtedness of a Mortgagor secured by a Mortgage under a Mortgage
Loan.
Mortgaged Property
: The underlying property securing a
Mortgage Loan which, with respect to a Cooperative Loan, is the
related Cooperative Shares and Proprietary Lease.
Mortgage Rate : As to any Mortgage Loan, the annual rate of
interest borne by the related Mortgage Note. Any Mortgage
Component related to a Mortgage Loan will have the same Mortgage
Rate as that Mortgage Loan.
Mortgagor : The obligor on a Mortgage Note.
National City : National City Mortgage Co., or any successor in
interest.
National City Mortgage Loan
: Each Mortgage Loan originated by
National City and listed on the Mortgage Loan Schedule.
National City Purchase and Servicing
Agreement : Each
agreement between the Seller and National City listed under the
heading “Purchase and Servicing Agreements” in Exhibit
E hereto, as modified by the related Acknowledgement.
Net Liquidation Proceeds
: With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property, the
related Liquidation Proceeds net of Advances, Servicer Advances,
Servicing Fees and any other accrued and unpaid servicing fees
received and retained in connection with the liquidation of such
Mortgage Loan or Mortgaged Property.
Net Mortgage Rate
: With respect to any Mortgage Loan and
any Distribution Date, the related Mortgage Rate reduced by the
Aggregate Expense Rate for such Mortgage Loan. Any Mortgage
Component related to a Mortgage Loan will have the same Net
Mortgage Rate as that Mortgage Loan.
Net Prepayment Interest
Shortfall : With respect to
any Distribution Date, the amount by which any Prepayment Interest
Shortfall for such date exceeds the amount payable by the related
Servicer, or the Master Servicer (if the related Servicer fails to
pay such amount) and/or in respect of such shortfall.
Net WAC : As to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Mortgage Loans (or any
Mortgage Group or the Aggregate Pool) as of the first day of the
calendar month preceding the month of such Distribution Date,
weighted on the basis of their outstanding Stated Principal
Balances (after giving effect to the Scheduled Payments due on or
before such date and Principal Prepayments received prior to such
date) at such time.
NetBank : NetBank, or any successor in
interest.
NetBank Mortgage Loan
: Each Mortgage Loan originated by
NetBank and listed on the Mortgage Loan Schedule.
NetBank Purchase Agreement
: Each agreement between the Seller
and NetBank listed under the heading “Purchase
Agreements” in Exhibit E hereto.
Non-Book-Entry Certificate
: Any Certificate other than a Book-Entry
Certificate.
Non-permitted Foreign
Holder : As defined in Section
3.03(f).
Non-U.S. Person
: Any person other than a “United
States person” within the meaning of Section 7701(a)(30) of
the Code.
Nonrecoverable Advance
: Any portion of an Advance or Servicer
Advance previously made or proposed to be made by the related
Servicer, or the Master Servicer (if the related Servicer fails to
pay such amount) (as certified in an Officer’s Certificate of
such Servicer or the Master Servicer), which in the good faith
judgment of such party, shall not be ultimately recoverable by such
party from the related Mortgagor, related Liquidation Proceeds or
otherwise.
Notional Amount
: With respect to any Interest-Only
Certificate and any Distribution Date, such Certificate’s
Percentage Interest of the Class Notional Amount of such Class of
Certificates for such Distribution Date.
Offering Document
: With respect to the Offered
Certificates, the Prospectus. With respect to the Class B-4,
Class B-5, Class B-6 and Class P Certificates, the Private
Placement Memorandum dated December 22, 2006.
Offered Certificates
: The Certificates other than the Class
P, Class B-4, Class B-5 and Class B-6 Certificates.
Officer’s Certificate
: A certificate signed by two Authorized
Officers of the Depositor or the Chairman of the Board, any Vice
Chairman, the President, any Vice President or any Assistant Vice
President or Trust Officer of the Master Servicer or the Securities
Administrator, and in each case delivered to the
Trustee.
Officer’s Certificate of a
Servicer : A certificate (i)
signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a Vice President
(however denominated), an Assistant Vice President, the Treasurer,
the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of a Servicer, or (ii) if provided for herein, signed
by a Servicing Officer, as the case may be, and delivered to the
Trustee or the Securities Administrator, as required
hereby.
Opinion of Counsel
: A written opinion of counsel,
reasonably acceptable in form and substance to the Trustee, the
Securities Administrator or the Master Servicer, as required
hereby, and who may be in-house or outside counsel to the
Depositor, the Master Servicer, the Securities Administrator or the
Trustee but which must be Independent outside counsel with respect
to any such opinion of counsel concerning the transfer of any
Residual Certificate or concerning certain matters with respect to
the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or the taxation, or the federal income tax
status, of each REMIC created hereby.
Original Applicable Credit Support
Percentage : With respect to
each Class of Mezzanine and Subordinate Certificates, the
corresponding percentage set forth opposite its Class
designation:
|
Class M
|
4.40%
|
|
Class B-1
|
2.80%
|
|
Class B-2
|
2.20%
|
|
Class B-3
|
1.45%
|
|
Class B-4
|
0.90%
|
|
Class B-5
|
0.55%
|
|
Class B-6
|
0.25%
|
Originator : Each of the Chase Originators, American Home, CTX,
Flagstar, Chevy Chase, Fifth Third, IndyMac, Johnson Bank, U.S.
Central, Countrywide, National City, NetBank, WMMSC and Weichert,
as applicable.
Overcollateralized Group
: On any Distribution Date, any
Certificate Group in the Aggregate Pool which is not an
Undercollateralized Group.
Par Value : An amount equal to the sum of (i) 100% of the
Stated Principal Balance of each related Mortgage Loan (other than
in respect of REO Property) plus accrued and unpaid interest
thereon from the date to which such interest was paid or advanced
at the sum of the applicable Mortgage Rate, to but not including
the Due Date in the month of the final Distribution Date and (ii)
with respect to any related REO Property, the appraised value of
any REO Property as determined by the higher of two appraisals
completed by two independent appraisers selected by the Depositor
at the expense of the Depositor and (iii) any related remaining
unreimbursed Advances and Servicing Advances and unpaid Servicing
Fees, and any other amounts payable to the Servicers, Master
Servicer, Trustee and Securities Administrator, in each case
relating to the related Mortgage Loans.
Paying Agent : Any paying agent appointed pursuant to Section
3.08. The Paying Agent shall be Wells Fargo Bank, N.A., for
so long as it is acting as Securities Administrator under this
Agreement.
PCAOB : The Public Company Accounting Oversight
Board.
Percentage Interest
: With respect to any Certificate, its
percentage interest in the undivided beneficial ownership interest
in the Trust Fund evidenced by all Certificates of the same Class
as such Certificate. With respect to any Certificate other
than a Interest-Only Certificate or the Class A-R or Class P
Certificate, the Percentage Interest evidenced thereby shall equal
the initial Certificate Principal Amount thereof divided by the
initial Class Principal Amount of all Certificates of the same
Class. With respect to each of the Class A-R or Class P
Certificate, the Percentage Interest evidenced thereby shall be as
specified on the face thereof, or otherwise, be equal to 100%.
With respect to any Interest-Only Certificates, the
Percentage Interest evidenced thereby shall equal its initial
Notional Amount as set forth on the face thereof divided by the
initial Class Notional Amount of such Class.
Permitted Investments
: At any time, any one or more of the
following obligations and securities:
(i)
obligations of the United States or any
agency thereof, provided that such obligations are backed by the
full faith and credit of the United States;
(ii)
general obligations of or obligations
guaranteed by any state of the United States or the District of
Columbia receiving the highest long-term debt rating of each Rating
Agency, or such lower rating as shall not result in the downgrading
or withdrawal of the ratings then assigned to the Certificates by
the Rating Agencies, as evidenced by a signed writing delivered by
each Rating Agency;
(iii)
commercial or finance company paper which
is then receiving the highest commercial or finance company paper
rating of each Rating Agency rating such paper, or such lower
rating as shall not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the Rating Agencies,
as evidenced by a signed writing delivered by each Rating
Agency;
(iv)
certificates of deposit, demand or time
deposits, or bankers’ acceptances issued by any depository
institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision
and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long-term unsecured debt
obligations of such depository institution or trust company (or in
the case of the principal depository institution in a holding
company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Moody’s is
not the applicable Rating Agency) are then rated one of the two
highest long-term and the highest short-term ratings of each Rating
Agency for such securities, or such lower ratings as shall not
result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by the Rating Agencies, as evidenced
by a signed writing delivered by each Rating Agency;
(v)
demand or time deposits or certificates
of deposit issued by any bank or trust company or savings
institution to the extent that such deposits are fully insured by
the FDIC;
(vi)
guaranteed reinvestment agreements issued
by any bank, insurance company or other corporation acceptable to
the Rating Agencies at the time of the issuance of such agreements,
as evidenced by a signed writing delivered by each Rating
Agency;
(vii)
repurchase obligations with respect to
any security described in clauses (i) and (ii) above, in either
case entered into with a depository institution or trust company
(acting as principal) described in clause (iv) above;
(viii)
securities (other than stripped bonds,
stripped coupons or instruments sold at a purchase price in excess
of 115% of the face amount thereof) bearing interest or sold at a
discount issued by any corporation incorporated under the laws of
the United States or any state thereof which, at the time of such
investment, have one of the two highest ratings of each Rating
Agency (except if the Rating Agency is Moody’s, such rating
shall be the highest commercial paper rating of Moody’s for
any such series), or such lower rating as shall not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing delivered by each Rating Agency;
(ix)
interests in any money market fund which
at the date of acquisition of the interests in such fund and
throughout the time such interests are held in such fund has the
highest applicable rating by each Rating Agency rating such fund or
such lower rating as shall not result in a change in the rating
then assigned to the Certificates by each Rating Agency, as
evidenced by a signed writing delivered by each Rating Agency,
including funds for which the Trustee, the Master Servicer, the
Securities Administrator or any of its Affiliates is investment
manager or adviser;
(x)
short-term investment funds sponsored by
any trust company or national banking association incorporated
under the laws of the United States or any state thereof which on
the date of acquisition has been rated by each applicable Rating
Agency in their respective highest applicable rating category or
such lower rating as shall not result in a change in the rating
then specified stated maturity and bearing interest or sold at a
discount acceptable to each Rating Agency as shall not result in
the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing delivered by each Rating Agency; and
(xi)
such other investments having a specified
stated maturity and bearing interest or sold at a discount
acceptable to the Rating Agencies as shall not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed
writing delivered by each Rating Agency;
provided, that no such instrument shall
be a Permitted Investment if (i) such instrument evidences the
right to receive interest only payments with respect to the
obligations underlying such instrument or (ii) such instrument
would require the Depositor to register as an investment company
under the Investment Company Act of 1940, as amended.
Person : Any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Pool Balance : As to any Distribution Date, the aggregate of the
Stated Principal Balances of all the Mortgage Loans outstanding on
the Due Date of the month preceding the month of that Distribution
Date.
Premium Rate Mortgage Loan
: A Subgroup 3 Mortgage Component having
a Net Mortgage Rate in excess of the Required Coupon for such
Mortgage Group.
Prepayment Interest
Shortfall : With respect to
any full or partial Principal Prepayment of a Mortgage Loan, the
excess, if any, of (i) one full month’s interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of
such Mortgage Loan immediately prior to such Principal Prepayment
over (ii) the amount of interest actually received with respect to
such Mortgage Loan in connection with such Principal
Prepayment.
Prepayment Period
: With respect to each Distribution Date,
the calendar month immediately preceding the month in which the
Distribution Date occurs.
Prepayment Premium
: With respect to each Mortgage Loan, the
prepayment charge or penalty interest required to be paid by the
Mortgagor in connection with a prepayment of the related Mortgage
Loan, as provided in the related Mortgage Note or
Mortgage.
Primary Mortgage Insurance
Policy : Each policy of
primary mortgage guaranty insurance or any replacement policy
therefor with respect to any Mortgage Loan.
Principal-Only Certificates
: The Class A-P Certificates.
Principal Prepayment
: Any Mortgagor payment of principal or
other recovery of principal on a Mortgage Loan or Mortgage
Component, as applicable, that is recognized as having been
received or recovered in advance of its scheduled Due Date and
applied to reduce the principal balance of the Mortgage Loan or
Mortgage Component, as applicable, in accordance with the terms of
the Mortgage Note or the related Purchase and Servicing Agreement
or Servicing Agreement, as applicable.
Principal Prepayment In
Full : Any Principal
Prepayment of the entire principal balance of the Mortgage Loans or
Mortgage Components, as applicable.
Principal Relocation
Payment : A payment from any
Pool or Subgroup to Lower-Tier Interests other than those of their
Corresponding Pool or Subgroup as provided in the Preliminary
Statement. Principal Relocation Payments shall be made of
principal allocations comprising the distributions of principal
from a Pool or Subgroup.
Principal Transfer Amount
: For any Distribution Date and for any
Undercollateralized Group, the excess, if any, of the aggregate
Class Principal Amount of the Senior Certificates (other than the
Class A-P Certificates) of such Undercollateralized Group
immediately prior to such Distribution Date, over the Aggregate
Stated Principal Balance of the Mortgage Loans or Mortgage
Components, as applicable, in that Mortgage Group immediately prior
to such Distribution Date (less the applicable Class PO Fraction of
each Class PO Mortgage Component, as applicable, in that Mortgage
Group).
Proprietary Lease
: With respect to any Cooperative
Property, a lease or occupancy agreement between a Cooperative
Corporation and a holder of related Cooperative Shares.
Prospectus : The prospectus supplement dated December 21, 2006,
together with the accompanying prospectus dated September 21, 2006,
relating to the Certificates.
Purchase Agreement
: The agreements listed under the heading
“Purchase Agreements” in Exhibit E hereto, as each
such agreement may be amended or supplemented from time to time as
permitted hereunder.
Purchase and Servicing
Agreement : The
agreements listed under the heading “Purchase and Servicing
Agreements” in Exhibit E hereto, as each such agreement
may be amended or supplemented from time to time as permitted
hereunder.
Purchase Price : With respect to any Mortgage Loan required or
permitted to be purchased by the Seller or the Depositor pursuant
to this Agreement, or by the related Originator or Servicer
pursuant to the related Purchase and Servicing Agreement or
Purchase Agreement, as applicable, an amount equal to the sum of
(i) 100% of the unpaid principal balance of the Mortgage Loan
on the date of such purchase and (ii) accrued interest thereon
at the applicable Net Mortgage Rate from the date through which
interest was last paid by the Mortgagor to the Due Date in the
month in which the Purchase Price is to be distributed to
Certificateholders, or such other amount as may be specified in the
related Purchase and Servicing Agreement or Purchase Agreement, as
applicable.
Rapid Prepayment Conditions
: With respect to any Distribution Date
and the Mezzanine and Subordinate Certificates, the situation that
exists when (1) the Subordinate Percentage for the Aggregate Pool
on such date is less than 200% of such Subordinate Percentage on
the Closing Date; or (2) the outstanding Stated Principal Balance
of the Mortgage Components in any Subgroup Delinquent 60 days or
more (including Mortgage Components in REO and foreclosure)
(averaged over the preceding six-month period), as a percentage of
the related Subgroup Subordinate Amount, is greater than or equal
to 50%.
Rating Agency : Each of Moody’s, S&P and Fitch
Ratings.
Realized Loss : With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or more than the Stated Principal
Balance of the Mortgage Loan) as of the date of such liquidation,
equal to (i) the Stated Principal Balance of the Liquidated
Mortgage Loan as of the date of such liquidation, plus (ii)
interest at the Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan from time to
time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied
as recoveries of interest at the Mortgage Rate and to principal of
the Liquidated Mortgage Loan. With respect to each Mortgage Loan
which has become the subject of a Deficient Valuation, if the
principal amount due under the related Mortgage Note has been
reduced, the Deficient Valuation Reduction. With respect to
each Mortgage Loan which has become the subject of a Debt-Service
Reduction, the present value of all monthly Debt Service Reductions
on the Mortgage Loan, assuming that the mortgagor pays each
Scheduled Payment on the applicable Due Date and that no Principal
Prepayments are received on the Mortgage Loan, discounted at the
applicable Mortgage Rate.
Recognition Agreement
: An agreement among a Cooperative
Corporation, a lender and a Mortgagor with respect to a Cooperative
Mortgage Loan whereby such parties (i) acknowledge that such lender
may make, or intends to make, such Cooperative Loan, and (ii) make
certain agreements with respect to such Cooperative Mortgage
Loan.
Record Date : As to any Distribution Date and for any Class of
Certificates, other than the LIBOR Certificates, the last Business
Day of the month preceding the month of a Distribution Date.
As to any Distribution Date and the LIBOR Certificates, the
Business Day immediately preceding such Distribution
Date.
Redemption Date
: As defined in Section
7.01(c)
Redemption Price
: With respect to a Redemption Date, an
amount equal to the greater of (1) the Par Value and (2) the Fair
Market Value of all of the property of the Trust Fund.
Refinancing Mortgage Loan
: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage
loan.
Regulation AB : Subpart 229.1100 – Asset Backed Securities
(Regulation AB), 17 C.F.R. §§229.1100 - 229.1123, as such
may be amended from time to time, and subject to such clarification
and 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 Servicing Criteria
: The Servicing Criteria applicable to
the various parties, as set forth on Exhibit M attached hereto.
For clarification purposes, multiple parties can have
responsibility for the same Relevant Servicing Criteria. With
respect to a Servicing Function Participant engaged by the Master
Servicer, the Securities Administrator, the Trustee, each Servicer
or a Custodian, the term “Relevant Servicing Criteria”
may refer to a portion of the Relevant Servicing Criteria
applicable to such parties.
Relief Act Shortfalls
: With respect to any Distribution Date
and any Mortgage Loan as to which there has been a reduction in the
amount of interest collectible thereon for the most recently ended
calendar month as a result of the application of the Civil Relief
Act, the amount, if any, by which (i) interest collectible on such
Mortgage Loan for the most recently ended calendar month is less
than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.
REMIC : Each pool of assets in the Trust Fund designated as
a REMIC as described in the Preliminary Statement.
REMIC Provisions
: The provisions of the federal income
tax law relating to real estate mortgage investment conduits, which
appear at sections 860A through 860G of the Code, and related
provisions, and regulations, including proposed regulations and
rulings, and administrative pronouncements promulgated thereunder,
as the foregoing may be in effect from time to time.
REO Property : A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan or otherwise treated as having been
acquired pursuant to the REMIC Provisions.
Reference Bank Rate
: As to any Accrual Period relating
to the LIBOR Certificates as follows: the arithmetic mean (rounded
upwards, if necessary, to the nearest one sixteenth of a percent)
of the offered rates for United States dollar deposits for one
month which are offered by the Reference Banks as of 11:00 A.M.,
London time, on the LIBOR Determination Date prior to the first day
of such Accrual Period to prime banks in the London interbank
market for a period of one month in amounts approximately equal to
the aggregate Class Principal Amount or Class Notional Amount, as
applicable, of the LIBOR Certificates; provided that at least two
such Reference Banks provide such rate. If fewer than two
offered rates appear, the Reference Bank Rate will be the
arithmetic mean of the rates quoted by one or more major banks in
New York City, selected by the Securities Administrator, as of
11:00 A.M., New York City time, on such date for loans in U.S.
Dollars to leading European banks for a period of one month in
amounts approximately equal to the aggregate Class Principal Amount
or Class Notional Amount, as applicable, of the LIBOR Certificates.
If no such quotations can be obtained, the Reference Bank
Rate shall be the Reference Bank Rate applicable to the preceding
Accrual Period.
Reference Banks
: Three major banks that are
engaged in the London interbank market, selected by the Securities
Administrator.
Replacement Mortgage Loan
: A mortgage loan substituted by an
Originator or the Seller for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in a request for
release, substantially in the form attached to the related
Custodial Agreement, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in
the month of substitution, not in excess of, and not more than 10%
less than the Stated Principal Balance of the Deleted Mortgage
Loan; (ii) have a Mortgage Rate not less than and not more than one
percentage point greater than the Deleted Mortgage Loan; (iii) have
a Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (iv) have a remaining term to maturity no greater than (and
not more than one year less than that of) the Deleted Mortgage
Loan; (v) comply with each representation and warranty set forth in
the related Purchase and Servicing Agreement or Purchase Agreement,
as applicable; and (xii) shall be accompanied by an Opinion of
Counsel that such Replacement Mortgage Loan would not adversely
affect the REMIC status of any REMIC created hereunder or would not
otherwise be prohibited by this Pooling and Servicing
Agreement.
Reportable Event
: Has the meaning set forth in Section
11.03.
Required Coupon
: With respect to Subgroup 1 and Subgroup
3, 5.500% and 7.000%, respectively.
Residual Certificate
: The Class A-R Certificates and each
Uncertificated Interest.
Responsible Officer
: With respect to the Trustee, any
officer in the corporate trust department or similar group of the
Trustee with direct responsibility for the administration of this
Agreement and also, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because
of his or her knowledge of and familiarity with the particular
subject.
Restricted Certificate
: The A-R, Class B-4, Class B-5, Class
B-6 and Class P Certificates and any Uncertificated
Interest.
S&P : Standard & Poor’s Ratings Services, a
division of the McGraw-Hill Companies, Inc.
SAIF : The Saving’s Association Insurance Fund, or
any successor thereto.
Sarbanes-Oxley Act
: The Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Commission promulgated thereunder
(including any interpretations thereof by the Commission’s
staff).
Sarbanes-Oxley
Certification : The
certification delivered by each Servicing Function Participant
pursuant to Section 11.08.
Scheduled Payment
: The scheduled monthly payment on
a Mortgage Loan due on any Due Date allocable to principal and/or
interest on such Mortgage Loan which, unless otherwise specified in
the related Purchase and Servicing Agreement, Purchase Agreement or
Servicing Agreement, as applicable, shall give effect to any
related Debt Service Reduction and any Deficient Valuation that
affects the amount of the monthly payment due on such Mortgage
Loan.
Securities Act : The Securities Act of 1933, as amended, and the
rules and regulations thereunder.
Securities Administrator
: Wells Fargo Bank, N.A., not in its
individual capacity but solely as Securities Administrator, or any
successor in interest, or if any successor securities administrator
shall be appointed as herein provided, then such successor
securities administrator.
Seller : J.P. Morgan Mortgage Acquisition Corp., a Delaware
corporation.
Senior Certificates
: Collectively, the Group A
Certificates.
Senior Percentage
: With respect to each Distribution Date
and each Mortgage Group, the percentage equivalent of a fraction,
the numerator of which is the aggregate Class Principal Amount of
the Class or Classes of related Senior Certificates of the related
Certificate Group immediately prior to such Distribution Date
(other than the Class A-P Certificates), and the denominator of
which is the Aggregate Stated Principal Balance of the related
Mortgage Group for such Distribution Date (less, with respect to
Subgroup 1, the applicable Class PO Fraction of each Class PO
Mortgage Component in that Mortgage Pool).
Senior Prepayment
Percentage : With respect to
any Distribution Date and any Mortgage Group, during the period
beginning on the first Distribution Date and ending on the
Distribution Date in December 2011, 100%. Except as provided
herein, the Senior Prepayment Percentage for each Mortgage Group
and any Distribution Date occurring on or after January 2012 shall
be as follows: (i) from January 2012 through December 2012,
the related Senior Percentage plus 70% of the related Subordinate
Percentage for that Distribution Date; (ii) from January 2013
through December 2013, the related Senior Percentage plus 60% of
the related Subordinate Percentage for that Distribution Date;
(iii) from January 2014 through December 2014, the related Senior
Percentage plus 40% of the related Subordinate Percentage for that
Distribution Date; (iv) from January 2015 through December 2015,
the related Senior Percentage plus 20% of the related Subordinate
Percentage for that Distribution Date; and (v) from and after
January 2016, the related Senior Percentage for that Distribution
Date; provided, however , that (a) there shall be no
reduction in the Senior Prepayment Percentage for a Mortgage Group
unless the Step-Down Test is satisfied with respect such Mortgage
Group and if the Senior Prepayment Percentage for any Mortgage
Group is not permitted to decrease because the Step-Down Test is
not satisfied for such Mortgage Group, then the Senior Prepayment
Percentages for such other Mortgage Groups will not decrease on
that date, (b) if, on any Distribution Date the Senior Percentage
for any Mortgage Group exceeds the related Senior Percentage on the
Closing Date, the Senior Prepayment Percentage for each Mortgage
Group for that Distribution Date will equal 100% and (c) if on any
Distribution Date the allocation to the Senior Certificates related
to a Mortgage Group then entitled to distributions of principal of
related full and partial principal prepayments and other amounts in
the percentage required above would reduce the sum of the
Class Principal Amounts of those Certificates below zero, the
distribution to the related class or classes of Certificates
of the related Senior Prepayment Percentage of those amounts for
such Distribution Date will be limited to the percentage necessary
to reduce the related Class Principal Amounts to
zero.
Senior Principal Distribution
Amount : With respect to a
Certificate Group and any Distribution Date is equal to the sum of
the following amounts (exclusive of the portion attributable to the
applicable Class A-P Principal Distribution Amount, if
any):
(a)
the product of (i) the related Senior
Percentage and (ii) the principal portion of each Scheduled Payment
on each Mortgage Loan or Mortgage Component, as applicable, in the
related Mortgage Group due during the related Due
Period;
(b)
the product of (i) the related Senior
Prepayment Percentage and (ii) each of the following amounts: (A)
the principal portion of each Principal Prepayment and Principal
Prepayment In Full in the related Mortgage Group during the related
Prepayment Period; (B) each other unscheduled collection (other
than as set forth in (c) and (d) below), including Insurance
Proceeds and Net Liquidation Proceeds (other than with respect to
any Mortgage Loan or Mortgage Component, as applicable, in the
related Mortgage Group that was finally liquidated during the
related Prepayment Period) representing or allocable to recoveries
of principal of the related Mortgage Loans or a Mortgage Component,
as applicable, received during the related Prepayment Period,
including any Subsequent Recoveries on the related Mortgage Loan or
Mortgage Component, as applicable; (C) the principal portion of any
Purchase Price or of the Substitution Amount received with respect
to the related Prepayment Period and (D) the portion of the
Redemption Price up to the Par Value.
(c)
with respect to Net Liquidation Proceeds
allocable to principal with respect to any Mortgage Loan or
Mortgage Component, as applicable, in the related Mortgage Group
that became a Liquidated Mortgage Loan during the related
Prepayment Period, the lesser of (1) the related Senior Prepayment
Percentage of the Net Liquidation Proceeds allocable to principal
and (2) the product of (A) the related Senior Percentage for that
date and (B) the related remaining Stated Principal Balance of the
related Mortgage Loan or Mortgage Component, as applicable, at the
time of liquidation; and
(d)
any amounts described in clauses (a)
through (c) above that remain unpaid with respect to such
Certificate Group from prior Distribution Dates.
Servicer : Each of JPMCB, Countrywide Servicing, Chevy Chase,
Fifth Third, IndyMac, Johnson Bank, U.S. Central, National City and
WAMU, as applicable.
Servicer Advance
: A “Servicing Advance” as
defined in the applicable Purchase and Servicing
Agreement.
Service(s)(ing)
: In accordance with Regulation AB, the
act of servicing and administering the Mortgage Loans or any other
assets of the Trust by an entity that meets the definition of
“servicer’ set forth in Item 1101 of Regulation AB and
is subject to the disclosure requirements set forth in Item 1108 of
Regulation AB. For clarification purposes, any uncapitalized
occurrence of this term shall have the meaning commonly understood
by participants in the residential mortgage-backed securitization
market.
Servicing Agreement
: The agreements listed under the
heading “Servicing Agreements” in Exhibit E
hereto, as each such agreement may be amended or supplemented from
time to time as permitted hereunder.
Servicing Criteria
: The criteria set forth in
paragraph (d) of Item 1122 of Regulation AB, as such may be amended
from time to time.
Servicing Fee : As to any Distribution Date and each Mortgage Loan,
an amount equal to the product of (a) one-twelfth of the Servicing
Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan
as of the first day of the related Due Period.
Servicing Fee Rate
: With respect to each Mortgage
Loan and any Distribution Date, the rate specified in the related
Purchase and Servicing Agreement or Servicing Agreement, as
applicable.
Servicing Function
Participant : Any
Sub-Servicer, Subcontractor or any other Person, other than each
Servicer, the Master Servicer, the Trustee, the Securities
Administrator and each Custodian, that is performing material
activities addressed by the Servicing Criteria.
Servicing Officer
: Any officer of the related
Servicer involved in, or responsible for, the administration and
servicing of the related Mortgage Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the
Master Servicer by the related Servicer on the Closing Date
pursuant to the related Purchase and Servicing Agreement or
Servicing Agreement, as applicable, as such list may from time to
time be amended.
Significance Percentage
: With respect to any Distribution
Date, and in accordance with Item 1115 of Regulation AB, shall be a
percentage to (a) an amount determined based on the reasonable good
faith estimate by the Depositor of the aggregate maximum probable
exposure of the outstanding Certificates to the Yield Maintenance
Agreement, divided by (b) the aggregate outstanding Class Principal
Amount of the Certificates, prior to the distribution of the
Principal Remittance Amount on such Distribution Date.
Special Hazard Coverage Termination
Date : With respect to the
Mezzanine and Subordinate Certificates, the point in time at which
the Special Hazard Loss Coverage Amount is reduced to
zero.
Special Hazard Loss
: Any Realized Loss suffered by a
Mortgaged Property on account of direct physical loss, as reported
by a Servicer to the Master Servicer, but not including (i) any
loss of a type covered by a hazard insurance policy or a flood
insurance policy required to be maintained with respect to such
Mortgaged Property to the extent of the amount of such loss covered
thereby, or (ii) any loss caused by or resulting from:
(a)
normal wear and tear;
(b)
fraud, conversion or other dishonest act
on the part of the Trustee, the Master Servicer or any of their
agents or employees (without regard to any portion of the loss not
covered by any errors and omissions policy);
(c)
errors in design, faulty workmanship or
faulty materials, unless the collapse of the property or a part
thereof ensues and then only for the ensuing loss;
(d)
nuclear or chemical reaction or nuclear
radiation or radioactive or chemical contamination, all whether
controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the definition
of the term “Special Hazard Loss;”
(e)
hostile or warlike action in time of
peace and war, including action in hindering, combating or
defending against an actual, impending or expected
attack:
1.
by any government or sovereign power, de
jure or de facto, or by any authority maintaining or using
military, naval or air forces; or
2.
by military, naval or air forces;
or
3.
by an agent of any such government,
power, authority or forces;
(f)
any weapon of war employing nuclear
fission, fusion or other radioactive force, whether in time of
peace or war; or
(g)
insurrection, rebellion, revolution,
civil war, usurped power or action taken by governmental authority
in hindering, combating or defending against such an occurrence,
seizure or destruction under quarantine or customs regulations,
confiscation by order of any government or public authority or
risks of contraband or illegal transportation or trade.
Special Hazard Loss Coverage
Amount : With respect to the
first Distribution Date, $7,781,922.18. With respect to any
subsequent Distribution Date, the lesser of (a) the greatest of (i)
1% of the aggregate of the principal balances of the Mortgage
Loans, (ii) twice the principal balance of the largest Mortgage
Loan, and (iii) the aggregate of the principal balances of all
Mortgage Loans secured by Mortgaged Properties located in the
single California postal zip code area having the highest aggregate
principal balance of any such zip code area and (b) the Special
Hazard Loss Coverage Amount as of the Closing Date less the amount,
if any, of Special Hazard Losses incurred since the Closing Date.
All principal balances for the purpose of this definition
will be calculated as of the first day of the calendar month
preceding the month of such Distribution Date after giving effect
to Scheduled Payments on the Mortgage Loans then due, whether or
not paid.
Special Hazard Mortgage
Loan : A Liquidated Mortgage
Loan as to which a Special Hazard Loss has occurred.
Startup Day : The day designated as such pursuant to Section
10.01(b) hereof.
Stated Principal Balance
: As to any (a) Mortgage Loan and Due
Date, the unpaid principal balance of such Mortgage Loan as of such
Due Date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization
schedule by reason of any moratorium or similar waiver or grace
period) after giving effect to any previous partial Principal
Prepayments and Liquidation Proceeds allocable to principal (other
than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any
delinquency in payment by the related Mortgagor and (b) Mortgage
Component and Due Date, is the portion of the Stated Principal
Balance of the related Mortgage Loan allocable to that Mortgage
Component for that Due Date. Principal payments and Realized
Losses on Mortgage Loans divided in Mortgage Components will be
allocated among the Mortgage Components, pro rata based on Stated
Principal Balance.
Step-Down Test : As to any Distribution Date, the Step-Down Test
will be satisfied if both of the following conditions are met: (i)
the outstanding Stated Principal Balance of all Mortgage Components
in a Mortgage Group 60 days or more Delinquent (including Mortgage
Components in REO and foreclosure) (averaged over the preceding six
month period), as a percentage of the related Subgroup Subordinate
Amount on such Distribution Date does not equal or exceed 50% and
(ii) cumulative Realized Losses with respect to the Mortgage
Components in each Mortgage Group do not exceed (a) with respect to
each Distribution Date from January 2012 through December 2012, 30%
of the original related Subgroup Subordinate Amount, (b) with
respect to each Distribution Date from January 2013 through
December 2013, 35% of the original related Subgroup Subordinate
Amount, (c) with respect to each Distribution Date from January
2014 through December 2014, 40% of the original related Subgroup
Subordinate Amount, (d) with respect to each Distribution Date from
January 2015 through December 2015, 45% of the original related
Subgroup Subordinate Amount, and (e) with respect to each
Distribution Date from and after January 2016, 50% of the original
related Subgroup Subordinate Amount.
Stripped Interest Rate
: With respect to any Premium Rate
Mortgage Loan, is the excess of the Net Mortgage Rate for that
Mortgage Loan over the applicable Required Coupon.
Sub-Servicer : Any Person that (i) is a Servicing Function
Participant, (ii) services Mortgage Loans on behalf of any
Servicer, and (iii) is responsible for the performance (whether
directly or through sub-servicers or Subcontractors) of Servicing
functions required to be performed under this Agreement, any
related Purchase and Servicing Agreement or Servicing Agreement, as
applicable, or any sub-servicing agreement that are identified in
Item 1122(d) of Regulation AB.
Subcontractor : Any vendor, subcontractor or other Person that (i)
is a Servicing Function Participant and (ii) is not responsible for
the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with
respect to Mortgage Loans under the direction or authority of any
Servicer (or a Sub-Servicer of any Servicer), the Master Servicer,
the Trustee, either Custodian or the Securities
Administrator.
Subgroup : Either of Subgroup 1, Subgroup 2 or Subgroup 3, as
applicable.
Subgroup 1 : As of the Cut-off Date, consists of (a) 100% of the
principal balance of each Mortgage Loan with a Net Mortgage Rate
equal to or less than 5.50% per annum, and
(b) a portion of each Mortgage Loan with
a Net Mortgage Rate greater than 5.50% per annum and equal to or
less than 6.00% per annum, equal to:
|
The Stated Principal Balance of such
Mortgage Loan
|
x
|
1-
|
(
|
Net Mortgage Rate –
5.50%
|
)
|
|
0.50%
|
Subgroup 1 Certificates
: The Class A-P, Class A-R, Class A-10,
Class A-11 and Class A-12 Certificates.
Subgroup 1 Mortgage
Component : Any Mortgage
Component in Subgroup 1.
Subgroup 2 : As of the Cut-off Date, consists of (a) a portion
of each Mortgage Loan with a Net Mortgage Rate greater than 5.50%
per annum and equal to or less than 6.00% per annum, equal
to:
|
The Stated Principal Balance of such
Mortgage Loan
|
x
|
(
|
Net Mortgage Rate –
5.50%
|
)
|
|
0.50%
|
and
(b) a portion of each Mortgage Loan with
a Net Mortgage Rate greater than 6.00% per annum and equal to or
less than 7.00% per annum, equal to:
|
The Stated Principal Balance of such
Mortgage Loan
|
x
|
1-
|
(
|
Net Mortgage Rate –
6.00%
|
)
|
|
1.00%
|
Subgroup 2 Certificates
: The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6 and Class A-7
Certificates.
Subgroup 2 Mortgage
Component : Any Mortgage
Component in Subgroup 2.
Subgroup 3 : As of the Cut-off Date, consists of (a) a portion
of each Mortgage Loan with a Net Mortgage Rate greater than 6.00%
per annum and equal to or less than 7.00% per annum, equal
to:
|
The Stated Principal Balance of such
Mortgage Loan
|
x
|
(
|
Net Mortgage Rate –
6.00%
|
)
|
|
1.00%
|
and
(b) 100% of the principal balance of each
Mortgage Loan with a Net Mortgage Rate greater than 7.00% per
annum.
Subgroup 3 Certificates
: The Class A-8 and Class A-9
Certificates.
Subgroup 3 Mortgage
Component : Any Mortgage
Component in Subgroup 3.
Subgroup Subordinate Amount
: As to any Subgroup, the excess of the
Stated Principal Balance of the Mortgage Components of that
Subgroup (less, with respect to Subgroup 1, the applicable
Class PO Fraction of any Class PO Mortgage Component with respect
to such Subgroup) as of the first day of the month preceding the
month in which such Distribution Date occurs over the sum of the
aggregate Class Principal Amounts of the Senior Certificates (other
than the Class A-P Certificates) related to that
Subgroup.
Subordinate Certificates
: The Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates.
Subordinate Certificate Writedown
Amount : With respect to the
Mezzanine and Subordinate Certificates and any Distribution Date,
the amount, if any, by which the aggregate of the Class Principal
Amounts of all outstanding Classes of Certificates, other than the
Class P Certificates, on that Distribution Date (after giving
effect to the distribution of principal and allocation of Realized
Losses on such Distribution Date) exceeds the Aggregate Stated
Principal Balance of the Aggregate Pool for the following
Distribution Date.
Subordinate Class
Percentage : As to any
Distribution Date and any Class of Mezzanine or Subordinate
Certificates, a fraction, expressed as a percentage, the numerator
of which is the Class Principal Amount of that Class of Mezzanine
or Subordinate Certificates immediately prior to that date, and the
denominator which is the aggregate Class Principal Amount for all
Classes of Mezzanine and Subordinate Certificates immediately prior
to such date.
Subordinate Percentage
: With respect to any Distribution Date
and the Aggregate Pool, the percentage equivalent of a fraction,
the numerator of which is the aggregate Class Principal Amount
of the Mezzanine and Subordinate Certificates immediately prior to
that date, and the denominator of which is the Pool Balance for the
Aggregate Pool (other than the Class PO Fraction of the Class PO
Mortgage Components) and such Distribution Date.
With respect to each Mortgage Group and
any Distribution Date, the difference between 100% and the related
Senior Percentage for such Mortgage Group for such Distribution
Date.
Subordinate Prepayment
Percentage : With respect to
any Distribution Date and for each Mortgage Group, the difference
between 100% and the related Senior Prepayment Percentage for such
Mortgage Group for that Distribution Date.
Subordinate Principal Distribution
Amount : For the Mezzanine and
Subordinate Certificates and for each Distribution Date, the sum of
the following amounts with respect to each Mortgage
Group:
(1)
the product of (a) the Subordinate
Percentage and (b) the principal portion of each Scheduled Payment
on each Mortgage Component in the related Subgroup due during the
related Due Period;
(2)
the product of (i) the Subordinate
Prepayment Percentage and (ii) each of the following amounts: (A)
the principal portion of each Principal Prepayment and Principal
Prepayment In Full in the related Mortgage Group during the related
Prepayment Period; (B) each other unscheduled collection (other
than as set forth in (3) below), including Insurance Proceeds and
Net Liquidation Proceeds (other than with respect to any Mortgage
Loan or Mortgage Component, as applicable, in the related Mortgage
Group that was finally liquidated during the related Prepayment
Period) representing or allocable to recoveries of principal of the
related Mortgage Loans or a Mortgage Component, as applicable,
received during the related Prepayment Period, including any
Subsequent Recoveries on the related Mortgage Loan or Mortgage
Component, as applicable; (C) the principal portion of any Purchase
Price or of the Substitution Amount received with respect to the
related Prepayment Period and (D) the portion of the Redemption
Price up to the Par Value;
(3)
with respect to unscheduled recoveries
allocable to principal of any Mortgage Loan or Mortgage Component
in the related Pool or Subgroup that was finally liquidated during
the related Prepayment Period, the related net Liquidation Proceeds
allocable to principal, to the extent not distributed pursuant to
clause (c) of the definition of Senior Principal Distribution
Amount; and
(4)
any amounts described in clauses (1)
through (3) for any previous Distribution Date that remain
unpaid
Minus the sum of:
(A)
if the aggregate Class Principal Amount
of the Senior Certificates relating to a Mortgage Group has been
reduced to zero, principal paid from the related Available
Distribution Amount from that Subgroup to the remaining Senior
Certificates relating to such other Subgroups pursuant to Section
5.02(g) or (h), as applicable, on that Distribution Date;
and
(B)
the amounts paid from the Available
Distribution Amount for any Mortgage Group that is an
Overcollateralized Group to the Senior Certificates relating to any
Mortgage Group that is an Undercollateralized Group, pursuant to
Section 5.02(i) or (j), as applicable, on that Distribution
Date.
Subsequent Recoveries
: With respect to any Distribution Date,
with respect to a Liquidated Mortgage Loan that resulted in a
Realized Loss in a prior calendar month, amounts received by the
Securities Administrator from the Master Servicer or Servicer,
specifically related to such Liquidated Mortgage Loan.
Substitution Amount
: As defined in the second paragraph of
Section 2.05(b).
Tax Matters Person
: With respect to each REMIC created
hereby, the “tax matters person” as specified in the
REMIC Provisions, which shall initially be the Holders of the
related Residual Certificate.
Trust Agreement
: The Trust Agreement dated as of
December 1, 2006, entered into by and among the Depositor, the
Exchange Trustee, the Master Servicer and the Securities
Administrator for the issuance of the Exchangeable
Certificates.
Trust Fund : The corpus of the trust created pursuant to this
Agreement, consisting of the Mortgage Loans and all interest and
principal received thereon on or after the Cut-off Date (other than
Scheduled Payments due on or prior to the Cut-off Date), the
Depositor’s rights assigned to the Trustee under the Purchase
and Servicing Agreements, the Purchase Agreements and the Servicing
Agreements, as modified by the Acknowledgements, the Trust’s
rights under the Yield Maintenance Agreement, the Insurance
Policies relating to the Mortgage Loans, all cash, instruments or
property held or required to be held in the Custodial Accounts, the
Distribution Account, property that secured a Mortgage Loan, the
pledge, control and guaranty agreements.
Trustee : U.S. Bank National Association, a national banking
association, organized under the laws of the United States and any
Person succeeding the Trustee hereunder, or if any successor
trustee or any co-trustee shall be appointed as herein provided,
then such successor trustee and such co-trustee, as the case may
be.
Trustee Mortgage Files
: as defined in Section
2.01(a).
UCC : The Uniform Commercial Code as enacted in the
relevant jurisdiction.
Uncertificated Interest
: The LT-R-1 or MT1-R-1
Interests.
Uncertificated REMIC
Interests: The Class A-10,
Class A-11 and Class A-12 Certificates.
Undercollateralized Group
: Any Certificate Group in which the
aggregate Class Principal Amount of the related class or classes
Senior Certificates (other than the Class A-P Certificates) is
greater than the aggregate Stated Principal Balance of the related
Mortgage Components (less the applicable Class PO Fraction of any
Class PO Mortgage Component) or Mortgage Loans, as
applicable.
Underwriter : J.P. Morgan Securities Inc.
Underwriter’s
Exemption : The prohibited
transaction exemption granted to the Underwriter, or its affiliate,
and most recently amended and restated by PTE 2002 19, or any
substantially similar administrative exemption granted by the U.S.
Department of Labor to the Underwriter.
Underwriting Agreement
: The Underwriting Agreement, dated
December 21, 2006, among the Seller, the Depositor and the
Underwriter.
Uniform Commercial Code
: The Uniform Commercial Code as in
effect in any applicable jurisdiction from time to time.
Upper-Tier REMIC 1
: As described in the Preliminary
Statement.
Upper-Tier REMIC
: Upper-Tier REMIC 1.
U.S. Central : U.S. Central Federal Credit Union, or any
successor in interest.
U.S. Central Mortgage Loan
: Each Mortgage Loan originated by
U.S. Central and listed on the Mortgage Loan Schedule.
U.S. Central Purchase and Servicing
Agreement : Each agreement
between the Seller and U.S. Central listed under the heading
“Purchase Agreements” in Exhibit E hereto.
Voting Interests
: The portion of the voting rights of all
the Certificates that is allocated to any Certificate for purposes
of the voting provisions of this Agreement. At all times
during the term of this Agreement, 1.00% of all Voting Interests
shall be allocated to each of the Class A-R and Class A-X
Certificates and all other Classes of Certificates, other than the
Class P Certificates, will be allocated 98.00% of all Voting
Interests. Voting Interests shall be allocated among such
other Classes of Certificates based on the product of (i) 98.00%
and (ii) the fraction, expressed as a percentage, the numerator of
which is the aggregate Class Principal Amounts for each Class then
outstanding and the denominator of which is the Class Principal
Amounts of all Certificates outstanding. Voting Interests
shall be allocated among the Certificates within each such Class in
proportion to their Certificate Principal Amounts or Class National
Amounts, as applicable, or Percentage Interests. The Class P
Certificates shall not be entitled to any Voting
Interests.
WAMU : Washington Mutual Bank, or any successor in
interest.
WAMU Servicing Agreement
: Each agreement between the Seller
and WAMU listed under the heading “Purchase and Servicing
Agreements” in Exhibit E hereto, as modified by the related
Acknowledgement.
WMMSC : Washington Mutual Mortgage Securities Corp., or any
successor in interest.
WMMSC Mortgage Loan
: Each Mortgage Loan originated by
WMMSC and listed on the Mortgage Loan Schedule.
WMMSC Purchase Agreement
: Each agreement between the Seller
and WMMSC listed under the heading “Purchase and Servicing
Agreements” in Exhibit E hereto, as modified by the related
Acknowledgement.
Wells Fargo : Wells Fargo Bank, N.A. or its successors in
interest.
Weichert : Mortgage Access Corp., d/b/a/ Weichert Financial
Services, or any successor in interest.
Weichert Mortgage Loan
: Each Mortgage Loan originated by
Weichert and listed on the Mortgage Loan Schedule.
Weichert Purchase Agreement
: Each agreement between the Seller and
Weichert listed under the heading “Purchase Agreements”
in Exhibit E hereto.
Yield Maintenance Agreement
: The yield maintenance agreement between
the Trust Fund and the Counterparty documented pursuant to an ISDA
Master Agreement (Multicurrency-Cross Border), together with a
schedule and a confirmation for the benefit of the Class A-1
Certificates.
Yield Maintenance Agreement Notional
Amount : With respect to the
Yield Maintenance Agreement and any Distribution Date, the notional
amount indicated for such Distribution Date on Schedule I to the
Yield Maintenance Agreement.
Yield Maintenance Agreement
Termination Date : The
Distribution Date in March 2011.
SECTION 1.02
Calculations Respecting Mortgage Loans.
Calculations required to be made pursuant
to this Agreement with respect to any Mortgage Loan in the Trust
Fund shall be made based upon current information as to the terms
of the Mortgage Loans and reports of payments received from the
Mortgagor on such Mortgage Loans and payments to be made to the
Securities Administrator as supplied to the Securities
Administrator by the Master Servicer or the related Servicer.
The Securities Administrator shall not be required to
recompute, verify or recalculate the information supplied to it by
the Master Servicer or a Servicer.
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
SECTION 2.01
Creation and Declaration of Trust Fund;
Conveyance of Mortgage Loans.
(a)
Concurrently with the execution and
delivery of this Agreement, the Depositor does hereby transfer,
assign, set over, deposit with and otherwise convey to the Trustee,
without recourse, subject to Sections 2.02 and 2.05, in trust, all
the right, title and interest of the Depositor in and to the Trust
Fund. Such conveyance includes, without limitation: (i) the
Mortgage Loans, including the right to all payments of principal
and interest received on or with respect to the Mortgage Loans on
and after the Cut-off Date (other than Scheduled Payments due on or
before such date), and all such payments due after such date but
received prior to such date and intended by the related Mortgagors
to be applied after such date; (ii) all of the Depositor’s
right, title and interest in and to all amounts from time to time
credited to and the proceeds of the Distribution Account, any
Custodial Accounts or any Escrow Account established with respect
to the Mortgage Loans; (iii) all of the rights of the Depositor as
assignee of the Seller with respect to the Seller’s rights
under the Purchase and Servicing Agreement, the Servicing
Agreements and the Purchase Agreements pursuant to the
Acknowledgements; (iv) all of the Depositor’s right, title or
interest in REO Property and the proceeds thereof; (v) all of the
Depositor’s rights under any Insurance Policies related to
the Mortgage Loans; and (vi) if applicable, the Depositor’s
security interest in any collateral pledged to secure the Mortgage
Loans, including the Mortgaged Properties, including, but not
limited to, the pledge, control and guaranty agreements and the
Limited Purpose Surety Bond to have and to hold, in trust; and the
Trustee declares that, subject to the review provided for in
Section 2.02, it has received and shall hold the Trust Fund, as
trustee, in trust, for the benefit and use of the Holders of the
Certificates and for the purposes and subject to the terms and
conditions set forth in this Agreement, and, concurrently with such
receipt, has caused to be executed, authenticated and delivered to
or upon the order of the Depositor, in exchange for the Trust Fund,
Certificates in the authorized denominations evidencing the entire
ownership of the Trust Fund. In addition, on or prior to the
Closing Date, the Securities Administrator or the Trustee shall
execute the Yield Maintenance Agreement and the Depositor hereby
directs the Securities Administrator or the Trustee to do
so.
The foregoing sale, transfer, assignment,
set-over, deposit and conveyance does not and is not intended to
result in the creation or assumption by the Trustee of any
obligation of the Depositor, the Seller or any other Person in
connection with the Mortgage Loans or any other agreement or
instrument relating thereto except as specifically set forth
therein.
In connection with such transfer and
assignment of the Mortgage Loans, the applicable Custodian acting
on the Trustee’s behalf, will continue to hold the documents
or instruments listed below with respect to each Mortgage Loan
(each, a “Trustee Mortgage File”) so transferred and
assigned.
The Trustee shall be under no duty or
obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded in the real estate
records or that they are other than what they purport to be on
their face.
On the Closing Date, each Custodian shall
deliver to the Trustee, the Securities Administrator and the
Depositor, a certification (“Custodian Certification”)
substantially in the form attached hereto as Exhibit L certifying
that, pursuant to each related Custodial Agreement, the applicable
Originator delivered and released to such Custodian, subject to and
in accordance with the relevant section of each related Purchase
and Servicing Agreement, Purchase Agreement or Custodial Agreement,
the following documents pertaining to each of the Mortgage Loans
identified in the Mortgage Loan Schedule (provided, however, that a
Custodian shall not be required nor does it intend to re-examine
the contents of the Trustee Mortgage File for any of the Mortgage
Loans in connection with entering into this Agreement or providing
the Custodian Certification required pursuant to this Section
2.01):
(i)
with respect to each Mortgage Loan, the
original Mortgage Note endorsed without recourse in proper form to
the order of the Trustee, or in blank (in each case, with all
necessary intervening endorsements, as applicable);
(ii)
with respect to each Mortgage Loan (other
than a Cooperative Loan) that is not a MERS Mortgage Loan, the
original Mortgage with evidence of recording thereon or a recorded
copy and in the case of the each MERS Mortgage Loan, the original
Mortgage, noting the presence of the MIN of the Mortgage Loans and
either language indicating that the Mortgage Loan is a MOM Loan if
the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a
MOM Loan at origination, the original Mortgage and the assignment
thereof to MERS, with evidence of recording indicated thereon; or
if the original Mortgage assignment has not yet been returned from
the recording office, a copy of such Mortgage certified by the
applicable Originator to be a true copy of the original of the
Mortgage which has been sent for recording in the appropriate
jurisdiction in which the Mortgaged Property is located;
(iii)
with respect to each Mortgage Loan (other
than a Cooperative Loan) that is not a MERS Mortgage Loan, the
Assignment of Mortgage in form and substance acceptable for
recording in the relevant jurisdiction, such assignment being
either (A) in blank, without recourse, or (B) endorsed to
“U.S. Bank National Association, as Trustee of J.P. Morgan
Mortgage Trust 2006-S4, Mortgage Pass-Through Certificates, without
recourse”;
(iv)
with respect to each Mortgage Loan (other
than a Cooperative Loan) that is not a MERS Mortgage Loan, the
originals of all intervening assignments of the Mortgage, if any,
with evidence of recording thereon or a recorded copy, or if the
original intervening assignment has not yet been returned from the
recording office, a copy of such assignment certified by the
applicable Originator to be a true copy of the original of the
assignment which has been sent for recording in the appropriate
jurisdiction in which the Mortgaged Property is located;
(v)
with respect to each Mortgage Loan (other
than a Cooperative Loan), the originals of all assumption,
modification, consolidation or extension agreements, if any, with
evidence of recording thereon; or if the original assumption,
modification, consolidation or extension agreements has not yet
been returned from the recording office, a copy of such documents
certified by the applicable Originator to be a true copy of the
original of the Mortgage which has been sent for recording in the
appropriate jurisdiction in which the Mortgaged Property is
located;
(vi)
if applicable, with respect to each
Mortgage Loan (other than a Cooperative Loan), the original policy
of title insurance (or a true copy thereof) with respect to any
such Mortgage Loan, or, if such policy has not yet been delivered
by the insurer, the title commitment or title binder to issue
same;
(vii)
if applicable, with respect to each
Mortgage Loan (other than a Cooperative Loan), a copy of the power
of attorney and guaranty agreement with respect to such Mortgage
Loan;
(viii)
if applicable, the original or certified
copy of the certificates evidencing ownership of the Cooperative
Shares issued by the Cooperative Corporation and related assignment
of such certificates or an assignment of such Cooperative Shares,
in blank, executed by the Mortgagor with such signature
guaranteed;
(ix)
with respect to each Mortgage Loan which
constitutes a Cooperative Loan:
(1)
the original of any security agreement or
similar document executed in connection with the Cooperative
Loan;
(2)
the original Recognition
Agreement;
(3)
UCC-1 financing statements with recording
information thereon from the appropriate governmental recording
offices if necessary to perfect the security interest of the
Cooperative Loan under the Uniform Commercial Code in the
jurisdiction in which the Cooperative Property is located,
accompanied by UCC-3 financing statements executed in blank for
recordation of the change in the secured party
thereunder;
(4)
the original Proprietary Lease and the
Assignment of Proprietary Lease executed by the Mortgagor in blank
or if the Proprietary Lease has been assigned by the Mortgagor to
the Seller, then the Seller must execute an assignment of the
Assignment of Proprietary Lease in blank; and
(5)
any other document or instruments
required to be delivered under the related Custodial
Agreement.
In addition, in connection with the
assignment of any MERS Mortgage Loan, it is understood that the
related Originator will cause the MERS® System to indicate
that such Mortgage Loans have been assigned by the related
Originator to the Trustee in accordance with this Agreement for the
benefit of the Certificateholders by including (or deleting, in the
case of Mortgage Loans which are repurchased in accordance with
this Agreement) in such computer files the information required by
the MERS® System to identify the series of Certificates issued
in connection with such Mortgage Loans. It is further
understood that the related Originator will not, and the Servicer
hereby agrees that it will not, alter the information referenced in
this paragraph with respect to any Mortgage Loan during the term of
this Agreement unless and until such Mortgage Loan is repurchased
in accordance with the terms of this Agreement.
(b)
[Reserved].
(c)
In instances where a title insurance
policy is required to be delivered to the Trustee or a Custodian on
behalf of the Trustee and is not so delivered, the Depositor will
provide a copy of such title insurance policy to the Trustee, or to
the applicable Custodian on behalf of the Trustee, as promptly as
practicable after the execution and delivery hereof, but in any
case within 180 days of the Closing Date.
(d)
For Mortgage Loans (if any) that have
been prepaid in full after the Cut-off Date and prior to the
Closing Date, the Depositor, in lieu of delivering the above
documents, herewith delivers to the Trustee, or to the applicable
Custodian on behalf of the Trustee, an Officer’s Certificate
which shall include a statement to the effect that all amounts
received in connection with such prepayment that are required to be
deposited in the Distribution Account pursuant to Section 4.01 have
been so deposited. All original documents that are not
delivered to the Trustee or the applicable Custodian on behalf of
the Trustee shall be held by the related Servicer in trust for the
benefit of the Trustee and the Certificateholders.
(e)
The Depositor and the Trustee hereto
agree and understand that it is not intended that any Mortgage Loan
be included in the Trust Fund that is (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, (iv) a “high
risk home loan” under the Illinois High Risk Home Loan Act,
effective as of January 1, 2004, or (v) a “high-cost home
loan” under the Indiana High Cost Home Loan Law, effective
January 1, 2005. The Trustee shall be entitled to
indemnification from the Depositor and the Trust Fund for any loss,
liability or expense arising out of, or in connection with, the
provisions of this Section 2.01(e), including, without limitation,
all costs, liabilities and expenses (including reasonable legal
fees and expenses) of investigating and defending itself against
any claim, action or proceeding, pending or threatened, relating to
such provisions.
SECTION 2.02
Acceptance of Trust Fund by Trustee;
Review of Documentation for Trust Fund.
(a)
The Trustee, by execution and delivery
hereof, acknowledges receipt by it or by the Custodian on its
behalf of the Trustee Mortgage Files pertaining to the Mortgage
Loans listed on the Mortgage Loan Schedule.
(b)
With respect to the Mortgage Loans, in
the event there exist exceptions noted on the related Custodian
Certification (substantially in the form of Exhibit L), not later
than 270 days after the Closing Date the related Custodian shall
deliver to the Trustee and the Depositor a further certification
with any applicable exceptions noted thereon.
(c)
Nothing in this Agreement shall be
construed to constitute an assumption by the Trust Fund, the
Securities Administrator, the Trustee, any Custodian or the
Certificateholders of any unsatisfied duty, claim or other
liability on any Mortgage Loan or to any Mortgagor.
(d)
Each of the parties hereto acknowledges
that (i) each Custodian has performed the applicable review of the
Mortgage Loans and has delivered the Custodian Certification as
provided herein and in the Custodial Agreements on the Closing Date
and (ii) thereafter, if applicable, each Custodian shall perform
the applicable review of the Mortgage Loans and deliver the further
certifications as provided herein and in the applicable Custodial
Agreements.
(e)
Upon execution of this Agreement, the
Depositor hereby delivers to the Trustee and the Trustee
acknowledges receipt of the Acknowledgements, together with the
related Purchase and Servicing Agreements and Servicing
Agreements.
SECTION 2.03
Representations and Warranties of the
Depositor.
(a)
The Depositor hereby represents and
warrants to the Trustee, for the benefit of the Certificateholders,
and to the Servicer, the Master Servicer and the Securities
Administrator as of the Closing Date or such other date as is
specified, that:
(i)
the Depositor is a corporation duly
organized, validly existing and in good standing under the laws
governing its creation and existence and has full corporate power
and authority to own its property, to carry on its business as
presently conducted, to enter into and perform its obligations
under this Agreement, and to create the trust pursuant
hereto;
(ii)
the execution and delivery by the
Depositor of this Agreement have been duly authorized by all
necessary corporate action on the part of the Depositor; neither
the execution and delivery of this Agreement, nor the consummation
of the transactions herein contemplated, nor compliance with the
provisions hereof, will conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on
the Depositor or its properties or the certificate of incorporation
or bylaws of the Depositor;
(iii)
the execution, delivery and performance
by the Depositor of this Agreement and the consummation of the
transactions contemplated hereby do not require the consent or
approval of, the giving of notice to, the registration with, or the
taking of any other action in respect of, any state, federal or
other governmental authority or agency, except such as has been
obtained, given, effected or taken prior to the date
hereof;
(iv)
this Agreement has been duly executed and
delivered by the Depositor and, assuming due authorization,
execution and delivery by the Trustee, the Master Servicer and the
Securities Administrator, constitutes a valid and binding
obligation of the Depositor enforceable against it in accordance
with its terms except as such enforceability may be subject to (A)
applicable bankruptcy and insolvency laws and other similar laws
affecting the enforcement of the rights of creditors generally and
(B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at
law;
(v)
there are no actions, suits or
proceedings pending or, to the knowledge of the Depositor,
threatened or likely to be asserted against or affecting the
Depositor, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Agreement or (B) with respect to
any other matter which in the judgment of the Depositor will be
determined adversely to the Depositor and will if determined
adversely to the Depositor materially and adversely affect it or
its business, assets, operations or condition, financial or
otherwise, or adversely affect its ability to perform its
obligations under this Agreement;
(vi)
immediately prior to the transfer and
assignment of the Mortgage Loans to the Trustee, the Depositor was
the sole owner of record and holder of each Mortgage Loan, and the
Depositor had good and marketable title thereto, and had full right
to transfer and sell each Mortgage Loan to the Trustee free and
clear, subject only to (1) liens of current real property taxes and
assessments not yet due and payable and, if the related Mortgaged
Property is a condominium unit, any lien for common charges
permitted by statute, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of
the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the related Mortgaged
Property is located and specifically referred to in the
lender’s title insurance policy or attorney’s opinion
of title and abstract of title delivered to the originator of such
Mortgage Loan, and (3) such other matters to which like properties
are commonly subject which do not, individually or in the
aggregate, materially interfere with the benefits of the security
intended to be provided by the Mortgage, of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or
security interest, and had full right and authority, subject to no
interest or participation of, or agreement with, any other party,
to sell and assign each Mortgage Loan pursuant to this
Agreement;
(vii)
This Agreement creates a valid and
continuing security interest (as defined in the applicable Uniform
Commercial Code (the “UCC”), in the Mortgage Loans in
favor of the Trustee, which security interest is prior to all other
liens, and is enforceable as such against creditors of and
purchasers from the Depositor;
(viii)
The Mortgage Loans constitute
“instruments” within the meaning of the applicable
UCC;
(ix)
Other than the security interest granted
to the Trustee pursuant to this Agreement, the Depositor has not
pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Mortgage Loans. The Depositor
has not authorized the filing of and is not aware of any financing
statement against the Depositor that includes a description of the
collateral covering the Mortgage Loans other than a financing
statement relating to the security interest granted to the Trustee
hereunder or that has been terminated. The Depositor is not
aware of any judgment or tax lien filings against the
Depositor;
(x)
None of the Mortgage Loans have any marks
or notations indicating that such Mortgage Loans have been pledged,
assigned or otherwise conveyed to any Person other than the
Trustee; and
(xi)
The Depositor has received all consents
and approvals required by the terms of the Mortgage Loans to convey
the Mortgage Loans hereunder to the Trustee.
The foregoing representations made in
this Section 2.03 shall survive the termination of this Agreement
and shall not be waived by any party hereto
SECTION 2.04
Representations and Warranties as to the
Mortgage Loans.
(a)
Representations and Warranties of the
Depositor as to the Mortgage Loans .
The Depositor hereby represents and
warrants to the Trustee with respect to the Mortgage Loans or each
Mortgage Loan, as the case may be, as of the date hereof or such
other date set forth herein that as of the Closing Date:
(i)
Immediately prior to the transfer and
assignment contemplated herein, the Depositor was the sole owner
and holder of the Mortgage Loans. The Mortgage Loans were not
assigned or pledged by the Depositor and the Depositor had good and
marketable title thereto, and the Depositor had full right to
transfer and sell the Mortgage Loans to the Trustee free and clear
of any encumbrance, participation interest, lien, equity, pledge,
claim or security interest and had full right and authority subject
to no interest or participation in, or agreement with any other
party to sell or otherwise transfer the Mortgage Loans.
(ii)
As of the Closing Date, the Depositor has
transferred all right, title and interest in the Mortgage Loans to
the Trustee on behalf of the Trust.
(iii)
As of the Closing Date, the Depositor has
not transferred the Mortgage Loans to the Trustee on behalf of the
Trust with any intent to hinder, delay or defraud an of its
creditors.
It is understood and agreed that the
representations and warranties set forth in this Section 2.04 shall
survive delivery of the respective Mortgage Files to the Trustee or
the applicable Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement
or assignment.
SECTION 2.05
Discovery of Breach; Repurchase or
Substitution of Mortgage Loans; Representations and Warranties of
Seller as to the Mortgage Loans.
(a)
Upon discovery by the Depositor, the
Seller or the related Originator or receipt of written notice of
any materially defective document in, or, following the date of
delivery to the Trustee of the applicable Custodian’s
certifications as required under the related Custodial Agreements,
that a document is missing from, a Trustee Mortgage File, or
discovery by the Trustee, the Securities Administrator, the
Depositor, the Seller or the related Originator of the breach by
such Originator or Seller of any representation or warranty under
the related Purchase and Servicing Agreement or Purchase Agreement,
as applicable, as modified by the Acknowledgement, in the case of
the Originator, or under this Agreement, in the case of the Seller,
in respect of any Mortgage Loan which materially adversely affects
the value of that Mortgage Loan or the interest therein of the
Certificateholders (a “Defective Mortgage Loan”) (each
of the Depositor, the Seller and the related Originator hereby
agreeing to give written notice thereof to the Trustee, the
Securities Administrator and the other of such parties), the
Securities Administrator, or its designee, shall promptly notify
the Depositor, the Trustee and the Seller or the related
Originator, as applicable, in writing of such defective or missing
document or breach and request that the Seller or related
Originator deliver such missing document or cure or cause the cure
of such defect or breach within a period of time specified in the
related Purchase and Servicing Agreement or Purchase Agreement, as
applicable, and if the Trustee receives written notice that the
Seller or related Originator, as applicable, has not delivered such
missing document or cured such defect or breach in all material
respects during such period, the Trustee, on behalf of the Trust,
shall enforce the obligations of the related Originator under the
related Purchase and Servicing Agreement or Purchase Agreement, as
applicable, as modified by the Acknowledgement, or, to the extent
that the related Originator fails to cure such defect or breach,
the Seller under this Agreement, and shall cause the related
Originator or the Seller, as the case may be, to repurchase that
Mortgage Loan from the Trust Fund at the Purchase Price on or prior
to the Determination Date following the expiration of such
specified period (subject to Section 2.05(b) below); provided,
however , that, in connection with any such breach that could
not reasonably have been cured within such specified period (unless
permitted a greater period of time to cure under the related
Purchase and Servicing Agreement or Purchase Agreement, as
applicable), subject to Section 2.05(c) below, if the related
Originator or the Seller, as applicable, shall have commenced to
cure such breach within such specified period, the related
Originator or the Seller shall be permitted to proceed thereafter
diligently and expeditiously to cure the same within such
additional time as is reasonably determined by the Trustee to cure
such breach. To the extent that any costs and damages are
incurred by the Trust Fund as a result of any violation of any
applicable federal, state, or local predatory or abusive lending
law arising from or in connection with the origination of any
Mortgage Loan repurchased by the related Originator or the Seller,
such costs and damages shall be included in the Purchase Price of
such repurchased Mortgage Loan and shall be borne by the Seller.
The Purchase Price for the repurchased Mortgage Loan shall be
deposited in the related Distribution Account, and the Trustee, or
its designee, upon receipt of written certification from the
Securities Administrator of such deposit, shall release or cause
the applicable Custodian to release to the related Originator or
the Seller, as applicable, the related Trustee Mortgage File and
shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or
warranties, as either party shall furnish to it and as shall be
necessary to vest in such party any Mortgage Loan released pursuant
hereto and the Trustee, or its designee, shall have no further
responsibility with regard to such Trustee Mortgage File (it being
understood that the Trustee shall have no responsibility for
determining the sufficiency of such assignment for its intended
purpose). If pursuant to the foregoing provisions the related
Originator or the Seller repurchases a Mortgage Loan that is a MERS
Mortgage Loan, the related Servicer shall cause MERS to designate
on the MERS® System the related Originator or the Seller, as
applicable, as the beneficial holder of such Mortgage
Loan.
In lieu of repurchasing any such Mortgage
Loan as provided above, either party may cause such Mortgage Loan
to be removed from the Trust Fund (in which case it shall become a
Deleted Mortgage Loan) and substitute one or more Replacement
Mortgage Loans in the manner and subject to the limitations set
forth in Section 2.05(b) below. It is understood and agreed
that the obligations of the Originators and the Seller to cure or
to repurchase (or to substitute for) any related Mortgage Loan as
to which a document is missing, a material defect in a constituent
document exists or as to which such a breach has occurred and is
continuing shall constitute the sole remedy against the such party
respecting such omission, defect or breach available to the Trustee
on behalf of the Certificateholders.
(b)
Any substitution of Replacement Mortgage
Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a)
above must be effected prior to the last Business Day that is
within two years after the Closing Date. As to any Deleted
Mortgage Loan for which the related Originator or the Seller
substitutes a Replacement Mortgage Loan or Loans, such substitution
shall be effected by delivering to the applicable Custodian, on
behalf of the Trustee, for such Replacement Mortgage Loan or Loans,
the Mortgage Note, the Mortgage, the Assignment to the Trustee, and
such other documents and agreements, with all necessary
endorsements thereon, together with an Officers’ Certificate
stating that each such Replacement Mortgage Loan satisfies the
definition thereof and specifying the Substitution Amount (as
described below), if any, in connection with such substitution.
Monthly Payments due with respect to Replacement Mortgage
Loans in the month of substitution shall not be included as part of
the Trust Fund and shall be retained by the related Originator or
the Seller, as applicable. For the month of substitution,
distributions to the Certificateholders shall reflect the
collections and recoveries in respect of such Deleted Mortgage in
the Due Period preceding the month of substitution and the related
Originator or the Seller, as applicable, shall thereafter be
entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. Upon such substitution, such
Replacement Mortgage Loan shall constitute part of the Trust Fund
and shall be subject in all respects to the terms of this Agreement
and the related Purchase and Servicing Agreement or Purchase
Agreement, as applicable, as modified by the related
Acknowledgement, including all representations and warranties
thereof included in such Purchase and Servicing Agreement or
Purchase Agreement, as applicable, as modified by the
Acknowledgement, in each case as of the date of
substitution.
For any month in which an Originator or
the Seller substitutes one or more Replacement Mortgage Loans for
one or more Deleted Mortgage Loans, the related Servicer shall
determine the excess (each, a “Substitution Amount”),
if any, by which the aggregate Purchase Price of all such Deleted
Mortgage Loans exceeds the aggregate Stated Principal Balance of
the Replacement Mortgage Loans replacing such Deleted Mortgage
Loans, together with one month’s interest on such excess
amount at the applicable Net Mortgage Rate. On the date of
such substitution, the related Originator or Seller, as applicable,
shall deliver or cause to be delivered to the related Servicer for
deposit in the related Custodial Account an amount equal to the
related Substitution Amount, if any, and the applicable Custodian,
on behalf of the Trustee, upon receipt of the related Replacement
Mortgage Loan or Loans and certification by such Servicer of such
deposit, shall release to the related Originator or the Seller, as
applicable, the related Trustee Mortgage File or Files and shall
execute and deliver such instruments of transfer or assignment, in
each case without recourse, representation or warranty as the
related Originator or Seller shall deliver to it and as shall be
necessary to vest therein any Deleted Mortgage Loan released
pursuant hereto.
In addition, the related Originator or
the Seller, as applicable, shall obtain at its own expense and
deliver to the Trustee and the Securities Administrator an Opinion
of Counsel to the effect that such substitution (either
specifically or as a class of transactions) shall not cause an
Adverse REMIC Event. If such Opinion of Counsel can not be
delivered, then such substitution may only be effected at such time
as the required Opinion of Counsel can be given.
(c)
Upon discovery by the related Originator,
the Seller, the Depositor or the Trustee that any Mortgage Loan
does not constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, the party discovering
such fact shall within two (2) Business Days give written notice
thereof to the other parties. In connection therewith, the
applicable party shall repurchase or, subject to the limitations
set forth in Section 2.05(b), substitute one or more Replacement
Mortgage Loans for the affected Mortgage Loan within 90 days of the
earlier of discovery or receipt of such notice with respect to such
affected Mortgage Loan. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.05(a)
above. The Trustee shall re-convey to the related Originator
or the Seller, as applicable, the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.
(d)
Representations and Warranties of the
Seller as to the Mortgage Loans .
The Seller hereby represents and warrants
to the Trustee:
(i)
The representations and warranties of
JPMCB with respect to the Chase Originators Mortgage Loans in the
JPMCB Purchase and Servicing Agreement, which has been assigned to
the Trustee, were made as of the applicable Bring-Down Date, as
specified in the related Purchase and Servicing Agreement.
With respect to the Chase Originators Mortgage Loans and the
period from such Bring-Down Date to and including the Closing Date,
the Seller hereby makes the representations and warranties
contained in Section 3.02 of the JPMCB Purchase and Servicing
Agreement with respect to each of the Chase Originators Mortgage
Loans to and for the benefit of the Depositor, the Trustee and the
Trust Fund.
(ii)
The representations and warranties of
American Home with respect to the American Home Mortgage Loans in
the American Home Purchase Agreement, which has been assigned to
the Trustee, were made as of the applicable Bring-Down Date, as
specified in the American Home Purchase Agreement. With
respect to the American Home Mortgage Loans and the period from
such Bring-Down Date to and including the Closing Date, the Seller
hereby makes the representations and warranties contained in
Section 7.01 of the American Home Purchase Agreement with respect
to each of the American Home Mortgage Loans to and for the benefit
of the Depositor, the Trustee and the Trust Fund.
(iii)
The representations and warranties of
Flagstar with respect to the Flagstar Mortgage Loans in the
Flagstar Purchase and Servicing Agreement, which has been assigned
to the Trustee, were made as of the applicable Bring-Down Date, as
specified in the related Purchase and Servicing Agreement.
With respect to the Flagstar Mortgage Loans and the period
from such Bring-Down Date to and including the Closing Date, the
Seller hereby makes the representations and warranties contained in
Section 7.01 of the Flagstar Purchase and Servicing Agreement with
respect to each of the Flagstar Mortgage Loans to and for the
benefit of the Depositor, the Trustee and the Trust Fund, with the
exception of the representations and warranties set forth in
Section 7.01(n), (p), (x) and (mm).
(iv)
The representations and warranties of
NetBank with respect to the NetBank Mortgage Loans in the related
NetBank Purchase Agreement, which have been assigned to the Trustee
hereunder, were made as of the applicable Bring-Down Date, as
specified in the NetBank Purchase Agreement. With respect to
the NetBank Mortgage Loans and the period from such Bring-Down Date
to and including the Closing Date, the Seller hereby makes the
representations and warranties contained in Section 7.02 of the
NetBank Purchase Agreement with respect to each of NetBank Mortgage
Loans to and for the benefit of the Depositor, the Trustee and the
Trust Fund.
(v)
The representations and warranties of CTX
with respect to the CTX Mortgage Loans in the CTX Purchase and
Servicing Agreement, which have been assigned to the Trustee
hereunder, were made as of the applicable Bring-Down Date, as
specified in the CTX Purchase and Servicing Agreement. With
respect to the CTX Mortgage Loans and the period from such
Bring-Down Date to and including the Closing Date, the Seller
hereby makes the representations and warranties contained in
clauses (a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (n), (o),
(p), (q), (t) (u), (w), (x), (aa), (cc), (ee), (gg), (hh), (jj),
(kk), (mm), (nn), (oo), (pp), (rr), (vv), (bbb), (ccc), (ddd),
(eee), (fff), (ggg), (hhh), (iii) and (jjj) of Section 7.01 of the
CTX Purchase and Servicing Agreement with respect to each of the
CTX Mortgage Loans to and for the benefit of the Depositor, the
Trustee and the Trust Fund.
(vi)
The representations and warranties of
U.S. Central with respect to the U.S. Central Mortgage Loans in the
U.S. Central Purchase and Servicing Agreement, which has been
assigned to the Trustee, were made as of the applicable Bring-Down
Date, as specified in the related Purchase and Servicing Agreement.
With respect to the U.S. Central Mortgage Loans and the
period from such Bring-Down Date to and including the Closing Date,
the Seller hereby makes the representations and warranties
contained in Section 3.02 of the U.S. Central Purchase and
Servicing Agreement with respect to each of the U.S. Central
Mortgage Loans to and for the benefit of the Depositor, the Trustee
and the Trust Fund.
(vii)
The representations and warranties of
Weichert with respect to the Weichert Mortgage Loans in the
Weichert Purchase Agreement, which has been assigned to the
Trustee, were made as of the applicable Bring-Down Date, as
specified in the Weichert Purchase Agreement. With respect to
the Weichert Mortgage Loans and the period from such Bring-Down
Date to and including the Closing Date, the Seller hereby makes the
representations and warranties contained in Section 7.01 of the
Weichert Purchase Agreement with respect to each of the Weichert
Mortgage Loans to and for the benefit of the Depositor, the Trustee
and the Trust Fund.
(viii)
The representations and warranties of
Countrywide with respect to the Countrywide Mortgage Loans in the
Countrywide Purchase and Servicing Agreement, which has been
assigned to the Trustee, were made as of the applicable Bring-Down
Date, as specified in the related Purchase and Servicing Agreement.
With respect to the Countrywide Mortgage Loans and the period
from such Bring-Down Date to and including the Closing Date, the
Seller hereby makes the representations and warranties contained in
Section 3.02 of the Countrywide Purchase and Servicing Agreement
with respect to each of the Countrywide Mortgage Loans to and for
the benefit of the Depositor, the Trustee and the Trust
Fund.
(ix)
The representations and warranties of
National City with respect to the National City Mortgage Loans in
the National City Purchase and Servicing Agreement, which has been
assigned to the Trustee, were made as of the applicable Bring-Down
Date, as specified in the related Purchase and Servicing Agreement.
With respect to the National City Mortgage Loans and the
period from such Bring-Down Date to and including the Closing Date,
the Seller hereby makes the representations and warranties
contained in Section 3.02 of the National City Purchase and
Servicing Agreement with respect to each of the National City
Mortgage Loans to and for the benefit of the Depositor, the Trustee
and the Trust Fund.
(x)
The representations and warranties of
Fifth Third with respect to the Fifth Third Mortgage Loans in the
Fifth Third Purchase and Servicing Agreement, which have been
assigned to the Trustee hereunder, were made as of the applicable
Bring-Down Date. With respect to the Fifth Third Mortgage
Loans and the period from the applicable Bring-Down Date to and
including the Closing Date, the Seller hereby makes the
representations and warranties contained in Section 7.01 of the
Fifth Third Purchase and Servicing Agreement with respect to each
of the Fifth Third Mortgage Loans to and for the benefit of the
Depositor, the Trustee and the Trust Fund.
(xi)
The representations and warranties of
Chevy Chase with respect to the Chevy Chase Mortgage Loans in the
Chevy Chase Purchase and Servicing Agreement, which have been
assigned to the Trustee hereunder, were made as of the applicable
Bring-Down Date. With respect to the Chevy Chase Mortgage
Loans and the period from the applicable Bring-Down Date to and
including the Closing Date, the Seller hereby makes the
representations and warranties contained in Section 3.02 of the
Chevy Chase Purchase and Servicing Agreement with respect to each
of the Chevy Chase Mortgage Loans to and for the benefit of the
Depositor, the Trustee and the Trust Fund.
(xii)
The representations and warranties of
Johnson Bank with respect to the Johnson Bank Mortgage Loans in the
Johnson Bank Sale and Servicing Agreement, which have been assigned
to the Trustee hereunder, were made as of the applicable Bring-Down
Date. With respect to the Johnson Bank Mortgage Loans and the
period from the applicable Bring-Down Date to and including the
Closing Date, the Seller hereby makes the representations and
warranties contained in Sections 7.01 of the Johnson Bank Sale and
Servicing Agreement with respect to each of the Johnson Bank
Mortgage Loans to and for the benefit of the Depositor, the Trustee
and the Trust Fund.
(xiii)
The representations and warranties of
Indymac with respect to the Indymac Mortgage Loans in the Indymac
Purchase and Servicing Agreement, which has been assigned to the
Trustee, were made as of the applicable Bring-Down Date, as
specified in the Indymac Purchase and Servicing Agreement.
With respect to the Indymac Mortgage Loans and the period
from such Bring-Down Date to and including the Closing Date, the
Seller hereby makes the representations and warranties contained in
Section 7.01 of the Indymac Purchase and Servicing Agreement with
respect to each of the Indymac Mortgage Loans to and for the
benefit of the Depositor, the Trustee and the Trust
Fund.
(xiv)
The representations and warranties of
WMMSC with respect to the WMMSC in the WMMSC Purchase and Servicing
Agreement, which has been assigned to the Trustee, were made as of
the applicable Bring-Down Date, as specified in the related
Purchase and Servicing Agreement. With respect to the WMMSC
Mortgage Loans and the period from such Bring-Down Date to and
including the Closing Date, the Seller hereby makes the
representations and warranties contained in Section 3.2 of the
WMMSC Purchase and Servicing Agreement with respect to each of the
WMMSC Mortgage Loans to and for the benefit of the Depositor, the
Trustee and the Trust Fund.
(xv)
The Seller hereby represents and warrants
that, as of the Closing Date, (i) no Mortgage Loan is subject to
the Home Ownership and Equity Protection Act of 1994 or any
applicable, similar federal, state or local statutes or regulations
related to “high cost” mortgage loans or
“predatory,” “high cost,”
“threshold” or “covered” lending (as such
terms are defined in the applicable statute or regulation); (ii) no
Mortgage Loan is (w) a “High-Cost Home Loan” as defined
in the New Jersey Home Ownership Act effective November 27, 2003,
(x) a “High-Cost Home Loan” as defined in the New
Mexico Home Loan Protection Act effective January 1, 2004, (y) a
“High Cost Loan” or “Covered Loan” (as such
terms are defined in the current S&P’s LEVELS®
Glossary), or (z) governed by the Georgia Fair Lending Act, if such
Mortgage Loan was originated on or after October 1, 2002 through
March 6, 2003, (iii) each Mortgage Loan at origination complied in
all material respects with applicable local, state and federal
laws, including, but not limited to, applicable anti-predatory and
abusive lending laws, and (iv) each Mortgage Loan is a
“qualified mortgage” within the meaning of 860G(a)(3)
of the Code.
(xvi)
The Seller agrees to comply with the
provisions of Section 2.05 in respect of a breach of any of such
representations and warranties.
SECTION 2.06
Grant Clause.
(a)
It is intended that the conveyance of the
Depositor’s right, title and interest in and to property
constituting the Trust Fund pursuant to this Agreement shall
constitute, and shall be construed as, a sale of such property and
not a grant of a security interest to secure a loan. However,
if such conveyance is deemed to be in respect of a loan, it is
intended that: (1) the rights and obligations of the parties shall
be established pursuant to the terms of this Agreement; (2) the
Depositor hereby grants to the Trustee for the benefit of the
Holders of the Certificates a first priority security interest in
all of the Depositor’s right, title and interest in, to and
under, whether now owned or hereafter acquired, the Trust Fund and
all proceeds of any and all property constituting the Trust Fund to
secure payment of the Certificates; and (3) this Agreement shall
constitute a security agreement under applicable law. If such
conveyance is deemed to be in respect of a loan and the trust
created by this Agreement terminates prior to the satisfaction of
the claims of any Person holding any Certificate, 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, and all proceeds shall be distributed as
herein provided.
(b)
The Depositor shall, to the extent
consistent with this Agreement, take such reasonable actions as may
be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to
be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this
Agreement. The Depositor will, at its own expense, make all
initial filings on or about the Closing Date and shall forward a
copy of such filing or filings to the Trustee. Without
limiting the generality of the foregoing, the Depositor shall
prepare and forward for filing, or shall cause to be forwarded for
filing, at the expense of the Depositor, all filings necessary to
maintain the effectiveness of any original filings necessary under
the relevant UCC to perfect the Trustee’s security interest
in or lien on the Mortgage Loans, including without limitation (x)
continuation statements, and (y) such other statements as may be
occasioned by (1) any change of name of an Originator, the
Depositor or the Trustee, (2) any change of location of the place
of business or the chief executive office of the Seller or the
Depositor, (3) any transfer of any interest of an Originator or the
Depositor in any Mortgage Loan or (4) any change under the relevant
UCC or other applicable laws. Neither the Originators nor the
Depositor shall organize under the law of any jurisdiction other
than the State under which each is organized as of the Closing Date
(whether changing its jurisdiction of organization or organizing
under an additional jurisdiction) without giving 30 days prior
written notice of such action to its immediate and intermediate
transferee, including the Trustee. Before effecting such
change, any Originator or the Depositor proposing to change its
jurisdiction of organization shall prepare and file in the
appropriate filing office any financing statements or other
statements necessary to continue the perfection of the interests of
its immediate and mediate transferees, including the Trustee, in
the Mortgage Loans. In connection with the transactions
contemplated by this Agreement, each of the Originators and the
Depositor authorizes its immediate or mediate transferee to file in
any filing office any initial financing statements, any amendments
to financing statements, any continuation statements, or any other
statements or filings described in this paragraph (b), it being
understood that such immediate or mediate transferees are under no
obligation to make such filings.
ARTICLE III
THE CERTIFICATES
SECTION 3.01
The Certificates.
(a)
The Certificates, other than the
Uncertificated REMIC Interests, shall be issuable in registered
form only and shall be securities governed by Article 8 of the New
York Uniform Commercial Code. The Uncertificated REMIC
Interests and the Uncertificated Interests shall be issuable as
uncertificated securities in registered form only and shall be
securities governed by Article 8 of the New York Uniform Commercial
Code. The Book-Entry Certificates will be evidenced by one or
more certificates, beneficial ownership of which will be held in
the dollar denominations in Certificate Principal Amount, or
Notional Amount, as applicable, or in the Percentage Interests,
specified herein. Each Class of Book-Entry Certificates and
Uncertificated REMIC Interests will be issued in the minimum
denominations in Certificate Principal Amount (or Notional Amount)
specified in the Preliminary Statement hereto and in integral
multiples of $1 in excess thereof. Each Class of Definitive
Certificates, other than the Residual Certificates, shall be issued
in definitive, fully registered form in the minimum denominations
in Certificate Principal Amount specified in the Preliminary
Statement hereto and in integral multiples of $1 in excess thereof
(except for one Class B-6 Certificate which may be issued in
integral multiples of $0.01). The Class A-R and Class P
Certificates shall be issued as single Certificates and maintained
in definitive, fully registered form in a denomination equal to
100% of the Percentage Interest of each such Class. Each
Uncertificated Interest shall be maintained in fully registered
form.
(b)
The Certificates shall be executed by
manual or facsimile signature on behalf of the Trustee by an
authorized officer of the Trustee or of the Securities
Administrator on its behalf. Each Certificate shall, on
original issue, be authenticated by the Authenticating Agent upon
the written order of the Depositor upon receipt by the Trustee or
the applicable Custodian on behalf of the Trustee of the Trustee
Mortgage Files described in Section 2.01. No Certificate
shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a
certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Authenticating
Agent, by manual signature, and such certification 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. At any time and from time to time after the
execution and delivery of this Agreement, the Depositor may deliver
Certificates executed by the Trustee or the Securities
Administrator on behalf of the Trustee to the Authenticating Agent
for authentication and the Authenticating Agent shall authenticate
and deliver such Certificates as in this Agreement provided and not
otherwise.
SECTION 3.02
Registration.
The Securities Administrator is hereby
appointed, and the Securities Administrator hereby accepts its
appointment as, initial Certificate Registrar in respect of the
Certificates and shall maintain books for the registration and for
the transfer of Certificates and the Uncertificated Interests (the
“Certificate Register”). The Trustee may appoint
a bank or trust company to act as successor Certificate Registrar.
A registration book shall be maintained for the Certificates
and the Uncertificated Interests collectively. The
Certificate Registrar may resign or be discharged or removed and a
new successor may be appointed in accordance with the procedures
and requirements set forth in Sections 6.06 and 6.07 hereof with
respect to the resignation, discharge or removal of the Securities
Administrator and the appointment of a successor Securities
Administrator. The Certificate Registrar may appoint, by a
written instrument delivered to the Holders and the Master
Servicer, any bank or trust company to act as co-registrar under
such conditions as the Certificate Registrar may prescribe;
provided, however , that the Certificate Registrar shall not
be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. The Certificate Register in
respect of the Uncertificated Interests shall contain a statement
that transfers of an Uncertificated Interest to a Disqualified
Organization are prohibited as provided in this
Agreement.
SECTION 3.03
Transfer and Exchange of Certificates.
(a)
A Definitive Certificate (other than
Book-Entry Certificates which shall be subject to Section 3.09
hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment
duly executed by such Holder or his duly authorized attorney in
such form as shall be satisfactory to the Certificate Registrar.
Upon the transfer of any Definitive Certificate in accordance
with the preceding sentence, the Trustee or the Securities
Administrator on behalf of the Trustee shall execute, and the
Authenticating Agent shall authenticate and deliver to the
transferee, one or more new Certificates of the same Class and
evidencing, in the aggregate, the same aggregate Certificate
Principal Amount (or Notional Amount) as the Certificate being
transferred. An Uncertificated Interest or Uncertificated
REMIC Interest may be transferred by the Holder thereof upon
written notice to the Certificate Registrar, satisfaction of the
other conditions set forth in this Section 3.03 and, with
respect to the Uncertificated REMIC Interests, the consent of the
Depositor. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates,
but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be
imposed in connection with any registration of transfer of
Certificates.
(b)
A Definitive Certificate (other than
Book-Entry Certificates which shall be subject to Section 3.09
hereof) may be exchanged by the Holder thereof for any number of
new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount
(or Notional Amount) as the Certificate surrendered, upon surrender
of the Certificate to be exchanged at the office of the Certificate
Registrar duly endorsed or accompanied by a written instrument of
transfer duly executed by such Holder or his duly authorized
attorney in such form as is satisfactory to the Certificate
Registrar. Definitive Certificates delivered upon any such
exchange will evidence the same obligations, and will be entitled
to the same rights and privileges, as the Certificates surrendered.
No service charge shall be made to a Certificateholder for
any exchange of Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
exchange of Certificates. Whenever any Definitive
Certificates are so surrendered for exchange, the Trustee, or the
Securities Administrator on behalf of the Trustee, shall execute,
and the Authenticating Agent shall authenticate, date and deliver
the Certificates which the Certificateholder making the exchange is
entitled to receive.
(c)
By acceptance of a Restricted
Certificate, whether upon original issuance or subsequent transfer,
each Holder of such a Certificate acknowledges the restrictions on
the transfer of such Certificate set forth thereon and agrees that
it will transfer such a Certificate only as provided
herein.
The following restrictions shall apply
with respect to the transfer and registration of transfer of a
Restricted Certificate:
(i)
The Certificate Registrar shall register
the transfer of a Restricted Certificate if the requested transfer
is (x) to the Depositor or an affiliate (as defined in Rule 405
under the Act) of the Depositor or (y) being made to a
“qualified institutional buyer” (a “QIB”)
as defined in Rule 144A under the Act by a transferor that has
provided the Certificate Registrar with a certificate in the form
of Exhibit H hereto; and
(ii)
The Certificate Registrar shall register
the transfer of a Restricted Certificate if the requested transfer
is being made to an “accredited investor” under Rule
501(a)(1), (2), (3) or (7) under the Act, or to any Person all of
the equity owners in which are such accredited investors, by a
transferor who furnishes to the Certificate Registrar a letter of
the transferee substantially in the form of Exhibit I
hereto.
(d)
No transfer of an ERISA-Restricted
Certificate in the form of a Definitive Certificate or that is an
Uncertificated Interest shall be made to any Person or shall be
effective unless the Certificate Registrar, on behalf of the
Trustee, has received (A) a certificate substantially in the form
of Exhibit J hereto (or Exhibit B, in the case of a Residual
Certificate) from such transferee or (B) an Opinion of Counsel
satisfactory to the Trustee and the Certificate Registrar to the
effect that the purchase and holding of such a Certificate will not
constitute or result in any nonexempt prohibited transactions under
Title I of ERISA or Section 4975 of the Code and will not subject
the Certificate Registrar, the Trustee, the Master Servicer, any
Servicer, the Depositor or the Securities Administrator to any
obligation in addition to those undertaken in the Agreement;
provided, however , that the Certificate Registrar will not
require such certificate or opinion in the event that, as a result
of a change of law or otherwise, counsel satisfactory to the
Certificate Registrar has rendered an opinion to the effect that
the purchase and holding of an ERISA-Restricted Certificate by an
employee benefit plan or other retirement arrangement subject to
Section 406 of ERISA, or Section 4975 of the Code, (collectively, a
“Plan”) or a Person that is purchasing or holding such
a Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under Title I of ERISA or
Section 4975 of the Code and will not subject the Certificate
Registrar, the Trustee, the Master Servicer, the Depositor, the
Securities Administrator or any Servicer to any obligation in
addition to those undertaken in this Agreement. Each
Transferee of an ERISA-Restricted Certificate that is a Book-Entry
Certificate shall be deemed to have made the representations set
forth in Exhibit J. The preparation and delivery of the
certificate and opinions referred to above shall not be an expense
of the Trust Fund, the Certificate Registrar, the Trustee, the
Master Servicer, any Servicer the Depositor or the Securities
Administrator.
Notwithstanding the foregoing, no opinion
or certificate shall be required for the initial transfer of the
ERISA-Restricted Certificates. The Certificate Registrar
shall have no obligation to monitor transfers of Book-Entry
Certificates that are ERISA-Restricted Certificates and shall have
no liability for transfers of such Certificates in violation of the
transfer restrictions. The Certificate Registrar shall be
under no liability to any Person for any registration of transfer
of any ERISA-Restricted Certificate that is in fact not permitted
by this Section 3.03(d) and none of the Securities Administrator,
the Trustee or the Paying Agent shall have 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
by the Certificate Registrar in accordance with the foregoing
requirements. The Securities Administrator, on behalf of the
Trustee, shall be entitled, but not obligated, to recover from any
Holder of any ERISA-Restricted Certificate that was in fact a Plan
or a Person acting on behalf of a Plan any payments made on such
ERISA-Restricted Certificate at and after either such time.
Any such payments so recovered by the Securities
Administrator, on behalf of the Trustee, shall be paid and
delivered by the Securities Administrator, on behalf of the
Trustee, to the last preceding Holder of such Certificate that is
not such a Plan or Person acting on behalf of a Plan.
(e)
As a condition of the registration of
transfer or exchange of any Certificate, the Certificate Registrar
may require the certified taxpayer identification number of the
owner of the Certificate and the payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection
therewith; provided, however , that the Certificate
Registrar shall have no obligation to require such payment or to
determine whether or not any such tax or charge may be applicable.
No service charge shall be made to the Certificateholder for
any registration, transfer or exchange of a Certificate.
(f)
Notwithstanding anything to the contrary
contained herein, no Residual Certificate may be owned, pledged or
transferred, directly or indirectly, by or to (i) a Disqualified
Organization or (ii) an individual, corporation or partnership or
other person unless such person is (A) not a Non-U.S. Person or (B)
is a Non-U.S. Person that holds a Residual Certificate in
connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Certificate
Registrar with an effective Internal Revenue Service Form W 8ECI or
successor form at the time and in the manner required by the Code
(any such person who is not covered by clause (A) or (B) above is
referred to herein as a “Non-permitted Foreign
Holder”).
Prior to and as a condition of the
registration of any transfer, sale or other disposition of a
Residual Certificate, the proposed transferee shall deliver to the
Trustee and the Certificate Registrar an affidavit in substantially
the form attached hereto as Exhibit B representing and warranting,
among other things, that such transferee is neither a Disqualified
Organization, an agent or nominee acting on behalf of a
Disqualified Organization, nor a Non-permitted Foreign Holder (any
such transferee, a “Permitted Transferee”), and the
proposed transferor shall deliver to the Trustee and the
Certificate Registrar an affidavit in substantially the form
attached hereto as Exhibit C. In addition, the Trustee or the
Certificate Registrar may (but shall have no obligation to)
require, prior to and as a condition of any such transfer, the
delivery by the proposed transferee of an Opinion of Counsel,
addressed to the Trustee and the Certificate Registrar, that such
proposed transferee or, if the proposed transferee is an agent or
nominee, the proposed beneficial owner, is not a Disqualified
Organization, agent or nominee thereof, or a Non-permitted Foreign
Holder. Notwithstanding the registration in the Certificate
Register of any transfer, sale, or other disposition of a Residual
Certificate to a Disqualified Organization, an agent or nominee
thereof, or Non-permitted Foreign Holder, such registration shall
be deemed to be of no legal force or effect whatsoever and such
Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder shall not be deemed to be a
Certificateholder for any purpose hereunder, including, but not
limited to, the receipt of distributions on such Residual
Certificate. The Depositor, the Certificate Registrar and the
Trustee shall be under no liability to any Person for any
registration or transfer of a Residual Certificate to a
Disqualified Organization, agent or nominee thereof or
Non-permitted Foreign Holder or for the Paying Agent making any
payments due on such Residual Certificate to the Holder thereof or
for taking any other action with respect to such Holder under the
provisions of the Agreement, so long as the transfer was effected
in accordance with this Section 3.03(f), unless the Certificate
Registrar shall have actual knowledge at the time of such transfer
or the time of such payment or other action that the transferee is
a Disqualified Organization, or an agent or nominee thereof, or
Non-permitted Foreign Holder. The Certificate Registrar shall
be entitled to recover from any Holder of a Residual Certificate
that was a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder at the time it became a Holder or any
subsequent time it became a Disqualified Organization, agent or
nominee thereof, or Non-permitted Foreign Holder, all payments made
on such Residual Certificate at and after either such times (and
all costs and expenses, including but not limited to
attorneys’ fees, incurred in connection therewith). Any
payment (not including any such costs and expenses) so recovered by
the Certificate Registrar shall be paid and delivered to the last
preceding Holder of such Residual Certificate.
If any purported transferee shall become
a registered Holder of a Residual Certificate in violation of the
provisions of this Section 3.03(f), then upon receipt of written
notice to the Certificate Registrar that the registration of
transfer of such Residual Certificate was not in fact permitted by
this Section 3.03(f), the last preceding Permitted Transferee shall
be restored to all rights as Holder thereof retroactive to the date
of such registration of transfer of such Residual Certificate.
The Depositor, the Certificate Registrar and the Trustee
shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by
this Section 3.03(f), or for the Paying Agent making any payment
due on such Certificate to the registered Holder thereof or for
taking any other action with respect to such Holder under the
provisions of this Agreement so long as the transfer was registered
upon receipt of the affidavit described in the preceding paragraph
of this Section 3.03(f).
(g)
Each Holder or Certificate Owner of a
Restricted Certificate, ERISA-Restricted Certificate or Residual
Certificate,
