POOLING AND SERVICING AGREEMENT

EXECUTION COPY

 

J.P. MORGAN ACCEPTANCE CORPORATION I

Depositor

U.S. BANK NATIONAL ASSOCIATION
Master Servicer and Securities Administrator

and

HSBC BANK USA, NATIONAL ASSOCIATION
Trustee

___________________________

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2007
___________________________

J.P. MORGAN ALTERNATIVE LOAN TRUST 2007-A1

MORTGAGE PASS-THROUGH CERTIFICATES

 

TABLE OF CONTENTS

Page

ARTICLE I	DEFINITIONS	1
Section 1.01	Definitions.	1
Section 1.02	Calculations Respecting Mortgage Loans.	51
ARTICLE II	DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES	52
Section 2.01	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.	52
Section 2.02	Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund.	55
Section 2.03	Representations and Warranties of the Depositor.	56
Section 2.04	Representations and Warranties as to the Mortgage Loans.	58
Section 2.05	Discovery of Breach; Repurchase or Substitution of Mortgage Loans.	62
Section 2.06	Grant Clause.	65
Section 2.07	Swap Agreement.	66
ARTICLE III	THE CERTIFICATES	67
Section 3.01	The Certificates.	67
Section 3.02	Registration.	68
Section 3.03	Transfer and Exchange of Certificates.	68
Section 3.04	Cancellation of Certificates.	72
Section 3.05	Replacement of Certificates.	72
Section 3.06	Persons Deemed Owners.	72
Section 3.07	Temporary Certificates.	72
Section 3.08	Appointment of Paying Agent.	73
Section 3.09	Book-Entry Certificates.	73
ARTICLE IV	ADMINISTRATION OF THE TRUST FUND	75
Section 4.01	Custodial Accounts; Distribution Account.	75
Section 4.02	[Reserved].	76
Section 4.03	[Reserved].	76
Section 4.04	Reports to Trustee and Certificateholders.	76
ARTICLE V	DISTRIBUTIONS TO HOLDERS OF CERTIFICATES	79
Section 5.01	Distributions Generally.	79
Section 5.02	Distributions from the Distribution Account.	79
Section 5.03	Allocation of Losses.	89
Section 5.04	Advances by Master Servicer.	91
Section 5.05	Compensating Interest Payments.	92
Section 5.06	Swap Trust.	92
Section 5.07	Rights of Swap Provider.	93
Section 5.08	Replacement of Swap Provider.	93
Section 5.09	Distribution of Net Swap Payments.	94
Section 5.10	Deposit of Uncertificated Interests.	96
ARTICLE VI	CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT	97
Section 6.01	Duties of Trustee and the Securities Administrator.	97
Section 6.02	Certain Matters Affecting the Trustee and the Securities Administrator.	100
Section 6.03	Trustee and Securities Administrator Not Liable for Certificates.	101
Section 6.04	Trustee and the Securities Administrator May Own Certificates.	102
Section 6.05	Eligibility Requirements for Trustee.	102
Section 6.06	Resignation and Removal of Trustee and the Securities Administrator.	102
Section 6.07	Successor Trustee and Successor Securities Administrator.	104
Section 6.08	Merger or Consolidation of Trustee or the Securities Administrator.	105
Section 6.09	Appointment of Co-Trustee, Separate Trustee or Custodian.	105
Section 6.10	Authenticating Agents.	106
Section 6.11	Indemnification of the Trustee and the Securities Administrator.	107
Section 6.12	Fees and Expenses of Securities Administrator and the Trustee.	108
Section 6.13	Collection of Monies.	108
Section 6.14	Events of Default; Trustee To Act; Appointment of Successor.	109
Section 6.15	Additional Remedies of Trustee Upon Event of Default.	112
Section 6.16	Waiver of Defaults.	112
Section 6.17	Notification to Holders.	113
Section 6.18	Directions by Certificateholders and Duties of Trustee During Event of Default.	113
Section 6.19	Action Upon Certain Failures of the Master Servicer and Upon Event of Default.	113
Section 6.20	Preparation of Tax Returns and Other Reports.	114
Section 6.21	Determination of LIBOR.	114
ARTICLE VII	PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND	115
Section 7.01	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans.	115
Section 7.02	Procedure Upon Redemption or Termination of Trust Fund.	116
Section 7.03	Additional Trust Fund Termination Requirements.	117
ARTICLE VIII	RIGHTS OF CERTIFICATEHOLDERS	118
Section 8.01	Limitation on Rights of Holders.	118
Section 8.02	Access to List of Holders.	118
Section 8.03	Acts of Holders of Certificates.	119
ARTICLE IX	ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER	120
Section 9.01	Duties of the Master Servicer; Enforcement of Servicers’ and Master Servicer’s Obligations.	120
Section 9.02	Assumption of Master Servicing by Trustee.	122
Section 9.03	Representations and Warranties of the Master Servicer.	123
Section 9.04	Compensation to the Master Servicer.	124
Section 9.05	Merger or Consolidation.	125
Section 9.06	Resignation of Master Servicer.	125
Section 9.07	Assignment or Delegation of Duties by the Master Servicer.	125
Section 9.08	Limitation on Liability of the Master Servicer and Others.	126
Section 9.09	Indemnification; Third-Party Claims.	126
ARTICLE X	REMIC ADMINISTRATION	127
Section 10.01	REMIC Administration.	127
Section 10.02	Prohibited Transactions and Activities.	130
Section 10.03	Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status.	130
Section 10.04	REO Property.	130
Section 10.05	Fidelity.	131
ARTICLE XI	EXCHANGE ACT REPORTING	131
Section 11.01	Form 10-D Reporting.	131
Section 11.02	Form 10-K Reporting.	133
Section 11.03	Form 8-K Reporting.	134
Section 11.04	Delisting; Amendment; Late Filing of Reports.	135
Section 11.05	Annual Statements of Compliance.	136
Section 11.06	Annual Assessments of Compliance.	137
Section 11.07	Accountant’s Attestation.	138
Section 11.08	Sarbanes-Oxley Certification.	139
Section 11.09	Indemnification.	140
Section 11.10	Additional Information.	142
Section 11.11	[Reserved.]	142
Section 11.12	Intention of the Parties and Interpretation.	142
Section 11.13	Notice under Article XI.	142
ARTICLE XII	MISCELLANEOUS PROVISIONS	142
Section 12.01	Binding Nature of Agreement; Assignment.	142
Section 12.02	Entire Agreement.	143
Section 12.03	Amendment.	143
Section 12.04	Voting Rights.	144
Section 12.05	Provision of Information.	144
Section 12.06	Governing Law.	145
Section 12.07	Notices.	145
Section 12.08	Severability of Provisions.	145
Section 12.09	Indulgences; No Waivers.	146
Section 12.10	Headings Not To Affect Interpretation.	146
Section 12.11	Benefits of Agreement.	146
Section 12.12	Special Notices to the Rating Agencies.	146
Section 12.13	Conflicts.	147
Section 12.14	Counterparts.	147
Section 12.15	No Petitions.	148

 

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, Purchase Agreements and Servicing 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  [Reserved]

Exhibit P  Form of Annual Back-Up Certification

Exhibit Q  Additional Disclosure Notification

 

 

 

Schedule A  Mortgage Loan Schedule

Schedule B  Swap Agreement Schedule

 

 

 

This POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007 (the “Agreement”), by and among J.P. MORGAN ACCEPTANCE CORPORATION I, a Delaware corporation, as depositor (the “Depositor”), HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and U.S. BANK NATIONAL ASSOCIATION, 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, as a custodian and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as a custodian (each a “Custodian”) for purposes of Sections 11.02, 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 (i) the Additional Collateral, (ii) the Swap Agreement (iii) the Swap Trust, (iv) payments with respect to Basis Risk Shortfall Carryover Amounts, and (v) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”).  Each Certificate, other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, the Class A-R Certificate, and each Uncertificated REMIC Interest, shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions.  The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC.  The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests).  Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests).  Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1.  Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Pool 1 (except for any related Excluded Trust Property).   Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property).   Each Lower-Tier REMIC 1 Interest (other than the Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1.  Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2.  The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date.

Lower-Tier REMIC 1:

The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”):

 

___________________________

(1)  For any Distribution Date (and the related Interest Accrual Period), the interest rate for each of these interests shall be the lesser of (i) the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the weighted average of the Net Mortgage Rate of all the Pool 1 Mortgage Loans as of the first day of the related Due Period, weighted on their outstanding principal balances as of such day and adjusted to take into account any prepayments of principal occurring after such day that were distributed in the prior calendar month (the “REMIC Net WAC Rate”) and (b) 2.

(2)  For any Distribution Date (and the related Interest Accrual Period), the interest rate for each of these interests shall be the excess, if any, of (i) the product of (a) the REMIC Net WAC Rate and (b) 2, over (ii) the REMIC Swap Rate for such Distribution Date.

(3)  The Class LT1-A-R interest shall not have a principal amount and shall not bear interest.  The Class LT1-A-R interest is hereby designated as the sole class of residual interest in Lower-Tier REMIC 1.

On each Distribution Date, the Securities Administrator shall first pay or charge as an expense of  Lower-Tier REMIC 1 all expenses of the Trust Fund related to Pool 1 for such Distribution Date, other than any Net Swap Payment or Swap Termination Payment required to be made from the Trust Fund or the Swap Trust.

On each Distribution Date, the Securities Administrator shall distribute the aggregate Interest Remittance Amount for Pool 1 (net of expenses described in the preceding paragraph) with respect to each of the Lower-Tier REMIC 1 Regular Interests based on the above-described interest rates.

On each Distribution Date, the Securities Administrator shall distribute the aggregate Principal Remittance Amount for Pool 1 with respect to the REMIC 1 Regular Interests, sequentially, to the Lower-Tier REMIC 1 Regular Interests in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero.  All losses on the Pool 1 Mortgage Loans shall be allocated among the Lower-Tier REMIC 1 Regular Interests in the same manner that principal distributions are allocated.

On each Distribution Date, the Securities Administrator shall distribute an amount equal to the amount then on deposit in the Distribution Account that represents Class P Prepayment Premiums related to the Pool 1 Mortgage Loans to the Class LT1-F120 Interest.

Middle-Tier REMIC 1:

The following table sets forth the designations, principal balances, and interest rates for each interest in Middle-Tier REMIC 1, each of which (other than the MT1-R interest) is hereby designated as a regular interest in Middle-Tier REMIC 1 (the “Middle-Tier REMIC 1 Regular Interests”):

 

___________________________

(1)  For any Distribution Date (and the related Interest Accrual Period), the interest rate for each of these interests is a per annum rate equal to the weighted average of the interest rates on the Lower-Tier REMIC 1 Regular Interests for such Distribution Date, provided, however, that for any Distribution Date on which the MT1-IO Interest is entitled to a portion of the interest accruals on a Lower-Tier REMIC 1 Regular Interest having an “F” in its class designation, as described in footnote two below, such weighted average shall be computed by first subjecting the rate on such Lower-Tier REMIC 1 Regular Interest to a cap equal to the product of (i) two, and (ii) LIBOR (as determined pursuant to the Swap Agreement and adjusted for the applicable day count convention) (“Swap LIBOR’) for such Distribution Date (the “Middle-Tier REMIC 1 Net WAC Rate”).

(2)  The Class MT1-IO is an interest only class that does not have a principal balance.  For the applicable Distribution Date listed in the first column in the table below, the Class MT1-IO shall be entitled to interest accrued on each Lower-Tier REMIC 1 Regular Interest listed in the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for each such Lower-Tier REMIC 1 Regular Interest for such Distribution Date over (ii) the product of (a) two, and (b) Swap LIBOR for such Distribution Date.

Distribution Dates	REMIC I Class Designation
1	Class LT1-F1 through LT1-F120
2	Class LT1-F2 through LT1-F120
3	Class LT1-F3 through LT1-F120
4	Class LT1-F4 through LT1- F120
5	Class LT1-F5 through LT1- F120
6	Class LT1-F6 through LT1- F120
7	Class LT1-F7 through LT1- F120
8	Class LT1-F8 through LT1- F120
9	Class LT1-F9 through LT1- F120
10	Class LT1-F10 through LT1- F120
11	Class LT1-F11 through LT1- F120
12	Class LT1-F12 through LT1- F120
13	Class LT1-F13 through LT1- F120
14	Class LT1-F14 through LT1- F120
15	Class LT1-F15 through LT1- F120
16	Class LT1-F16 through LT1- F120
17	Class LT1-F17 through LT1- F120
18	Class LT1-F18 through LT1- F120
19	Class LT1-F19 through LT1- F120
20	Class LT1-F20 through LT1- F120
21	Class LT1-F21 through LT1- F120
22	Class LT1-F22 through LT1- F120
23	Class LT1-F23 through LT1- F120
24	Class LT1-F24 through LT1- F120
25	Class LT1-F25 through LT1- F120
26	Class LT1-F26 through LT1- F120
27	Class LT1-F27 through LT1- F120
28	Class LT1-F28 through LT1- F120
29	Class LT1-F29 through LT1- F120
30	Class LT1-F30 through LT1- F120
31	Class LT1-F31 through LT1- F120
32	Class LT1-F32 through LT1- F120
33	Class LT1-F33 through LT1- F120
34	Class LT1-F34 through LT1- F120
35	Class LT1-F35 through LT1- F120
36	Class LT1-F36 through LT1- F120
37	Class LT1-F37 through LT1- F120
38	Class LT1-F38 through LT1- F120
39	Class LT1-F39 through LT1- F120
40	Class LT1-F40 through LT1- F120
41	Class LT1-F41 through LT1- F120
42	Class LT1-F42 through LT1- F120
43	Class LT1-F43 through LT1- F120
44	Class LT1-F44 through LT1- F120
45	Class LT1-F45 through LT1- F120
46	Class LT1-F46 through LT1- F120
47	Class LT1-F47 through LT1- F120
48	Class LT1-F48 through LT1- F120
49	Class LT1-F49 through LT1- F120
50	Class LT1-F50 through LT1- F120
51	Class LT1-F51 through LT1- F120
52	Class LT1-F52 through LT1- F120
53	Class LT1-F53 through LT1- F120
54	Class LT1-F54 through LT1- F120
55	Class LT1-F55 through LT1- F120
56	Class LT1-F56 through LT1- F120
57	Class LT1-F57 through LT1- F120
58	Class LT1-F58 through LT1- F120
59	Class LT1-F59 through LT1- F120
60	Class LT1-F60 through LT1- F120
61	Class LT1-F61 through LT1- F120
62	Class LT1-F62 through LT1- F120
63	Class LT1-F63 through LT1- F120
64	Class LT1-F64 through LT1- F120
65	Class LT1-F65 through LT1- F120
66	Class LT1-F66 through LT1- F120
67	Class LT1-F67 through LT1- F120
68	Class LT1-F68 through LT1- F120
69	Class LT1-F69 through LT1- F120
70	Class LT1-F70 through LT1- F120
71	Class LT1-F71 through LT1- F120
72	Class LT1-F72 through LT1- F120
73	Class LT1-F73 through LT1- F120
74	Class LT1-F74 through LT1- F120
75	Class LT1-F75 through LT1- F120
76	Class LT1-F76 through LT1- F120
77	Class LT1-F77 through LT1- F120
78	Class LT1-F78 through LT1- F120
79	Class LT1-F79 through LT1- F120
80	Class LT1-F80 through LT1- F120
81	Class LT1-F81 through LT1- F120
82	Class LT1-F82 through LT1- F120
83	Class LT1-F83 through LT1- F120
84	Class LT1-F84 through LT1- F120
85	Class LT1-F85 through LT1- F120
86	Class LT1-F86 through LT1- F120
87	Class LT1-F87 through LT1- F120
88	Class LT1-F88 through LT1- F120
89	Class LT1-F89 through LT1- F120
90	Class LT1-F90 through LT1- F120
91	Class LT1-F91 through LT1- F120
92	Class LT1-F92 through LT1- F120
93	Class LT1-F93 through LT1- F120
94	Class LT1-F94 through LT1- F120
95	Class LT1-F95 through LT1- F120
96	Class LT1-F96 through LT1- F120
97	Class LT1-F97 through LT1- F120
98	Class LT1-F98 through LT1- F120
99	Class LT1-F99 through LT1- F120
100	Class LT1-F100 through LT1- F120
101	Class LT1-F101 through LT1- F120
102	Class LT1-F102 through LT1- F120
103	Class LT1-F103 through LT1- F120
104	Class LT1-F104 through LT1- F120
105	Class LT1-F105 through LT1- F120
106	Class LT1-F106 through LT1- F120
107	Class LT1-F107 through LT1- F120
108	Class LT1-F108 through LT1- F120
109	Class LT1-F109 through LT1- F120
110	Class LT1-F110 through LT1- F120
111	Class LT1-F111 through LT1- F120
112	Class LT1-F112 through LT1- F120
113	Class LT1-F113 through LT1- F120
114	Class LT1-F114 through LT1- F120
115	Class LT1-F115 through LT1- F120
116	Class LT1-F116 through LT1- F120
117	Class LT1-F117 through LT1- F120
118	Class LT1-F118 through LT1- F120
119	Class LT1- F120

 

(3)  The Class MT1-R interest is the sole class of residual interests in Middle-Tier REMIC 1.  It does not have an interest rate or a principal balance.

(4)  This interest shall have an initial principal balance equal to the aggregate principal balance of all the Mortgage Loans as of the Cut-off Date minus the aggregate initial principal balance of each other regular interest in Middle-Tier REMIC 1.

On each Distribution Date, interest shall be distributed on the Middle-Tier REMIC 1 Regular Interests based on the above-described interest rates , provided, however , that interest that accrues on the Class MT1-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Overcollateralized Amount for such Distribution Date.  Any interest so deferred shall itself bear interest at the interest rate for the Class MT1-Q Interest.  An amount equal to the interest so deferred shall be distributed as additional principal on the other Middle-Tier REMIC 1 Regular Interests having a principal balance in the manner described under priority First below.

On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the Middle-Tier REMIC 1 Regular Interests in the following order of priority:

First , to the Class MT1-A1A, Class MT1-A2A, Class MT1-A3A, Class MT1-A1B, Class MT1-A4-1, Class MT1-A4-2, Class MT1-A5-1, Class MT1-A5-2, Class MT1-M1, Class MT1-M2, Class MT1-M3, Class MT1-M4, Class MT1-M5, Class MT1-M6, Class MT1-B1, and Class MT1-B2 Interests until the principal balance of each such Middle-Tier REMIC 1 Regular Interest equals one-half of the Class Principal Amount of the Corresponding Class of Certificates or Components immediately after such Distribution Date; and

Second , to the Class MT1-Q Interest, any remaining amounts.

On each Distribution Date, the Securities Administrator shall distribute the Class P Prepayment Premiums passed through with respect to the Class LT1-F120 Lower-Tier REMIC 1 Regular Interests on such Distribution Date to the Class MT1-Q Interest.

The Lower-Tier REMIC 2

 

The Lower-Tier REMIC 2 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table:

 

_______________
(1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

 

(2) A rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans of the corresponding Mortgage Pool.

 

(3) The Class LT2-A-R Interest is the sole class of residual interest in Lower-Tier REMIC 2. It has no principal balance and pays no principal or interest.

 

On each Distribution Date, the Available Funds from each Mortgage Pool in Aggregate Pool A shall be distributed with respect to its corresponding Lower-Tier REMIC 2 Interests in the following manner:

 

(1) Interest . Interest is to be distributed with respect to each Lower-Tier REMIC 2 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 such Mortgage Pool will be allocated: first to cause the Mortgage Pool's corresponding Class A and Class B to equal, respectively, 0.9% of the SP and 0.1% of the SP; and second to the Mortgage Pool's 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 of a Mortgage Pool then:

 

(a) if the Calculation Rate in respect of such outstanding Class A and Class B Interests is less than the Aggregate Pool A Subordinate Net WAC, Principal Relocation Payments will be made proportionately to the outstanding Class A Interests prior to any other Principal Distributions from such Mortgage Pool; and

 

(b) if the Calculation Rate in respect of the outstanding Class A and Class B Interests is greater than the Aggregate Pool A Subordinate Net WAC, Principal Relocation Payments will be made proportionately to the outstanding Class B Interests prior to any other Principal Distributions from such Mortgage Pool.

 

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 to equal the Aggregate Pool A Subordinate Net WAC. With respect to each Mortgage Pool, 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 Mortgage Pool’s 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 Mortgage Pools will not be reduced below 1 percent of the excess of (i) the aggregate outstanding Class Principal Amounts of all Mortgage Pools as of the end of any Due Period over (ii) the Senior Certificates for all Mortgage Pools as of the related Distribution Date (after taking into account distributions of principal on such Distribution Date).

 

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 Mortgage Pool, and if the Mortgage Pool’s Class C Interest has already been reduced to zero, then the excess principal from that Mortgage Pool will be paid to the Class C Interests of the other Mortgage Pools, the aggregate Class A and Class B Interests of which are less than one percent of the Pool Subordinated Amount. If the Mortgage Pool of a Class C Interest that receives such payment has a weighted average Net Mortgage Rate below the weighted average Net Mortgage Rate of the Mortgage Pool making the payment, then the payment will be treated by Lower-Tier REMIC 2 as a Realized Loss. Conversely, if the Mortgage Pool of a Class C Interest that receives such payment has a weighted average Net Mortgage Rate above the weighted average Net Mortgage Rate of the Mortgage Pool making the payment, then the payment will be treated by Lower-Tier REMIC 2 as a reimbursement for prior Realized Losses.

 

  On each Distribution Date, the Securities Administrator shall be deemed to have distributed the Prepayment Premiums with respect to each Mortgage Pool in Aggregate Pool A on such Distribution Date to the Lower-Tier REMIC 2 Regular Interest with the letter “C” in its designation that corresponds to such Mortgage Pool.

The Certificates and the Upper-Tier REMIC

The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Class Principal Amount and minimum denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder other than the Exchangeable Certificates.

Class Designation	Certificate Interest Rate	Initial Class Principal Amount or Class Notional Amount (7)	Minimum Denominations or Percentage Interest
Class 1-A-1A	(1)	$225,000,000.00	$  100,000.00
Class 1-A-2A	(1)	$150,660,000.00	$  100,000.00
Class 1-A-3A	(1)	$47,733,000.00	$  100,000.00
Class 1-A-1B	(1)	$101,307,000.00	$  100,000.00
Class 1-A-4 (2)	(1)	$87,786,000.00	$  100,000.00
Class 1-A-5 (2)	(1)	$68,054,000.00	$  100,000.00
Class 1-M-1	(1)	$13,059,000.00	$  100,000.00
Class 1-M-2	(1)	$6,893,000.00	$  100,000.00
Class 1-M-3	(1)	$4,353,000.00	$  100,000.00
Class 1-M-4	(1)	$3,265,000.00	$  100,000.00
Class 1-M-5	(1)	$2,539,000.00	$  100,000.00
Class 1-M-6	(1)	$2,540,000.00	$  100,000.00
Class 1-B-1	(1)	$3,627,000.00	$  100,000.00
Class 1-B-2	(1)	$3,991,000.00	$  100,000.00
Class 2-A-1 (15)	(3)	$128,116,000.00	$  100,000.00
Class 2-A-1A(4)	(5)	$128,116,000.00	$  100,000.00
Class 2-A-1B (4)	(5)	$128,116,000.00	$  100,000.00
Class 2-A-1C (4)	(5)	$128,116,000.00	$  100,000.00
Class 2-A-1D (4)	(5)	$128,116,000.00	$  100,000.00
Class 2-A-1E (4)	(5)	$128,116,000.00	$  100,000.00
Class 2-A-1F (4)	(6)	$128,116,000.00*	$  100,000.00
Class 2-A-1G (4)	(6)	$128,116,000.00*	$  100,000.00
Class 2-A-1H (4)	(6)	$128,116,000.00*	$  100,000.00
Class 2-A-1I (4)	(6)	$128,116,000.00*	$  100,000.00
Class 2-A-1J (4)	(6)	$128,116,000.00*	$  100,000.00
Class 2-A-2	(3)	$7,817,000.00	$  100,000.00
Class 3-A-1 (15)	(8)	$106,417,000.00	$  100,000.00
Class 3-A-1A (4)	(9)	$106,417,000.00	$  100,000.00
Class 3-A-1B (4)	(9)	$106,417,000.00	$  100,000.00
Class 3-A-1C (4)	(9)	$106,417,000.00	$  100,000.00
Class 3-A-1D (4)	(9)	$106,417,000.00	$  100,000.00
Class 3-A-1E (4)	(9)	$106,417,000.00	$  100,000.00
Class 3-A-1F (4)	(10)	$106,417,000.00*	$100,000.00
Class 3-A-1G (4)	(10)	$106,417,000.00*	$100,000.00
Class 3-A-1H (4)	(10)	$106,417,000.00*	$100,000.00
Class 3-A-1I (4)	(10)	$106,417,000.00*	$100,000.00
Class 3-A-1J (4)	(10)	$106,417,000.00*	$100,000.00
Class 3-A-2	(8)	$6,493,000.00	$  100,000.00
Class A-R	N.A.	$100	$100
Class C-B-1	(11)	$5,940,000.00	$  100,000.00
Class C-B-2	(11)	$3,168,000.00	$  100,000.00
Class C-B-3	(11)	$1,848,000.00	$  100,000.00
Class C-B-4	(11)	$1,717,000.00	$  100,000.00
Class C-B-5	(11)	$1,452,000.00	$  100,000.00
Class C-B-6	(11)	$1,056,459.87	$  100,000.00
Class 1-CE Interest	(12)	Notional	100%
Class 1-P	(13)	$100	$100
Class 2-P	(14)	$100	$100

_______________

*Notional Amount

 

(1)  The per annum Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A-1A, Class 1-A-2A, Class 1-A-3A, Class 1-A-1B, Class 1-A-4, Class 1-A-5, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-B-1 and Class 1-B-2 Certificates will equal the least of (a) One- Month LIBOR plus the related Pool 1 Certificate Margin, (b) the related Pool 1 Net WAC (adjusted for the actual number of days in the Accrual Period) and (c) 11.50% per annum.  The per annum Certificate Interest Rate for the Class 1-A-1A, Class 1-A-2A, Class 1-A-3A, Class 1-A-1B, Class 1-A-4, Class 1-A-5, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-B-1 and Class 1-B-2 Certificates applicable to the Distribution Date in March 2007 will equal 5.460%, 5.380%, 5.470%, 5.380%, 5.530%, 5.520%, 5.580%, 5.600%, 5.620%, 5.690%, 5.710%, 5.800%, 6.320% and 7.320%, respectively.  For purposes of the REMIC Provisions, the reference to “Pool 1 Net WAC” in clause (b) of the preceding sentence shall be deemed to be a reference to the Middle-Tier REMIC 1 Net WAC Rate.  For any Distribution Date on which the Certificate Interest Rate for each of these Classes of Certificates is based on the Pool 1 Net WAC, the amount of interest that would have been payable on such Certificates if the Middle-Tier REMIC 1 Net WAC Rate were substituted for the Pool 1 Net WAC over the amount actually payable thereon shall be treated as having been paid to the owners of such Certificates and then deposited by such owners into the Swap Trust pursuant to Section 10.01(k) hereof.

(2)   The Class 1-A-4 Certificates are comprised of two components: the Class 1-A-4-1 Component with an initial principal balance of $58,089,000 related to Pool 1A and the Class 1-A-4-2 Component with an initial principal balance of $29,697,000 related to Pool 1B.  The Class 1-A-5 Certificates are comprised of two components: the Class 1-A-5-1 Component with an initial principal balance of $53,498,000 related to Pool 1A and the Class 1-A-5-2 Component with an initial principal balance of $14,556,000 related to Pool 1B.  

(3)  The per annum Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 2-A-1 and Class 2-A-2 Certificates will equal the Pool 2 Net WAC.

(4)  These Certificates are Exchangeable Certificates which will not be issued under this Agreement.  The Exchangeable Certificates are issued under the Trust Agreement.

(5)  On each Distribution Date (and the related Accrual Period) prior to the Pool 2 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, Class 2-A-1D and Class 2-A-1E Certificates will equal the Pool 2 Net WAC minus the related Pool 2 Certificate Margin.  On each Distribution Date (and the related Accrual Period) on and after the Pool 2 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, Class 2-A-1D and Class 2-A-1E Certificates will equal the Pool 2 Net WAC.

(6)  On each Distribution Date (and the related Accrual Period) prior to the Pool 2 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 2-A-1F, Class 2-A-1G, Class 2-A-1H, Class 2-A-1I and Class 2-A-1J Certificates will equal the related Pool 2 Certificate Margin.  On each Distribution Date (and the related Accrual Period) on and after the Pool 2 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 2-A-1F, Class 2-A-1G, Class 2-A-1H, Class 2-A-1I and Class 2-A-1J Certificates will equal 0.00%.

(7)  On each Distribution Date, and the Interest-Only Certificates, the Class Notional Amount will be equal to the Class Principal Amount of the Related P&I Certificates immediately prior to such Distribution Date.

(8)  The per annum Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-A-1 and Class 3-A-2 Certificates will equal the Pool 3 Net WAC.

(9)  On each Distribution Date (and the related Accrual Period) prior to the Pool 3 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 3-A-1A, Class 3-A-1B, Class 3-A-1C, Class 3-A-1D and Class 3-A-1E Certificates will equal the Pool 3 Net WAC minus the related Pool 3 Certificate Margin.  On each Distribution Date (and the related Accrual Period) on and after the Pool 3 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 3-A-1A, Class 3-A-1B, Class 3-A-1C, Class 3-A-1D and Class 3-A-1E Certificates will equal the Pool 3 Net WAC.

(10)  On each Distribution Date (and the related Accrual Period) prior to the Pool 3 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 3-A-1F, Class 3-A-1G, Class 3-A-1H, Class 3-A-1I and Class 3-A-1J Certificates will equal the related Pool 3 Certificate Margin.  On each Distribution Date (and the related Accrual Period) on and after the Pool 3 Interest Adjustment Date, the per annum Certificate Interest Rate applicable to the Class 3-A-1F, Class 3-A-1G, Class 3-A-1H, Class 3-A-1I and Class 3-A-1J Certificates will equal 0.00%.

(11)  The Certificate Interest Rates with respect to any Distribution Date (and the related Accrual Period) for the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates will be equal to the Aggregate Pool A Subordinate Net WAC.

(12)  The Class 1-CE Certificates represent ownership of a regular interest (the “Class 1-CE Interest”) comprised of multiple components.  The first component shall be a principal only component with an initial principal balance equal to the excess of the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans as of the Cut-off Date over the aggregate initial principal balance of the Pool 1 Certificates.  In addition, the Class 1-CE Interest shall comprise two notional components, each of which shall represent ownership of a regular interest.  The first notional component shall have a notional balance equal to the aggregate Stated Principal Balance of the Pool 1 Mortgage Loans.  The initial interest rate of the Class 1-CE Interest shall be a rate sufficient to cause all net interest from the Pool 1 Mortgage Loans that is in excess of the amount of interest that accrues on the Group 1 Senior, Group 1 Mezzanine and Group 1 Subordinate Certificates to accrue on the Class 1-CE Interest.  For purposes of the REMIC Provisions, for any Distribution Date, the Certificate Interest Rate in respect of the Class 1-CE Interest shall be the excess of: (i) the weighted average of the interest rates of the regular interests in Middle-Tier REMIC 1 (other than any interest-only interest) over (ii) the product of: (A) two and (B) the weighted average pass-through rate of the Middle-Tier REMIC 1 Interests, where the Class MT1-Q Interest is subject to a cap equal to zero and each remaining Middle-Tier REMIC 1 Regular Interest  is subject to a cap equal to the Certificate Interest Rate of its Corresponding Class of Certificates. The Class 1-CE Interest shall also be entitled to principal equal to the excess of the aggregate Stated Principal Balance of the Pool 1 Mortgage Loans as of the Cut-off Date over the aggregate Class Principal Amount of the Group 1 Senior, Group 1 Mezzanine and Group 1 Subordinate Certificates as of the Closing Date.  Such principal balance shall not bear interest.  The second notional component represents the right to receive distributions in respect of the Class MT1-10 interest in Middle-Tier REMIC 1 (the “Class I Interest”).  Also, the Class 1-CE Certificates shall represent beneficial ownership of the Swap Trust.

(13)  The Class 1-P Certificate will not bear interest and shall be entitled to receive Class P Prepayment Premiums received on the Pool 1 Mortgage Loans.

(14)  The Class 2-P Certificate will not bear interest and shall be entitled to receive Class P Prepayment Premiums received on the Aggregate Pool A Mortgage Loans.

(15)  This class shall be issued in uncertificated form and shall constitute an Uncertificated REMIC Interest.  Each Class of Exchangeable REMIC Certificates will be entitled to the same distributions of principal and interest as the corresponding Uncertificated REMIC Interest.

As of the Cut-off Date, the Aggregate Pool A Mortgage Loans and the Pool 1 Mortgage loans had an Aggregate Stated Principal Balance of $264,024,459 and $725,522,999, respectively.

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC 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 shall, in accordance with Section 12.03 of this Agreement, attempt to clarify such ambiguity or correct any errors, including drafting errors.

 

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:

10-K Deadline :  As defined in Section 11.02.

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.

Accrual Period :  With respect to any Distribution Date and any Class of Certificates, other than the LIBOR Certificates, the calendar month preceding the month in which the Distribution Date occurs and with respect to the LIBOR Certificates, the period from and including the 25th day of the month immediately preceding the related Distribution Date (or in the case of the first Distribution Date, February 28, 2007) to and including the 24th day of the month of such Distribution Date.  Interest shall accrue on all Classes of Certificates, other than the LIBOR Certificates, and on all Lower-Tier Interests on the basis of a 360-day year consisting of twelve 30-day months.  Interest shall accrue on the LIBOR Certificates on the basis of a 360-day year consisting of the actual number of days in each Accrual Period.

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, as specifically identified in Exhibit E.

Act :  The Securities Act of 1933, as amended.

Additional Collateral : With respect to any Additional Collateral Mortgage Loan, the marketable securities and other acceptable collateral pledged as collateral pursuant to the related pledge agreements.

Additional Collateral Mortgage Loan : Each Mortgage Loan identified as such in the Mortgage Loan Schedule.

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.

Adjustment Date :  As to any Mortgage Loan, the date on which the related Mortgage Rate adjusts in accordance with the terms of the related Mortgage Note.

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 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) of the Code on prohibited transactions, and the tax imposed under Section 860G(d) of the Code 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.

Affected REMIC :  As defined in Section 7.03(a).

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 Pool A : Pool 2 and Pool 3.

Aggregate Pool A Certificates : The Aggregate Pool A Senior Certificates and Aggregate Pool A Subordinate Certificates.

Aggregate Pool A Initial Optional Purchase Date :  With respect to Aggregate Pool A, the first Distribution Date following the date on which the Aggregate Stated Principal Balance of Aggregate Pool A is less than 5% of the Aggregate Stated Principal Balance of Aggregate Pool A as of the Cut-off Date.

Aggregate Pool A Mortgage Loans : The Pool 2 Mortgage Loans and Pool 3 Mortgage Loans.

Aggregate Pool A Senior Certificates : The Group 2 Certificates and Group 3 Certificates.

Aggregate Pool A Step-Down Test : As of the first Distribution Date as to which any decrease in any Senior Prepayment Percentage applies, with respect to each Mortgage Pool in Aggregate Pool A (i) the outstanding principal balance of all Mortgage Loans in a Mortgage Pool in Aggregate Pool A 60 days or more Delinquent (including Mortgage Loans in foreclosure, REO Property or bankruptcy status) (averaged over the preceding six month period), as a percentage of (a) if such date is on or prior to the first Senior Termination Date, the related Pool Subordinate Amount for such Distribution Date, or (b) if such date is after the first Senior Termination Date, the aggregate Class Principal Amount of the Aggregate Pool A Subordinate Certificates on such Distribution Date (without giving effect to any payments on such Distribution Date), does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans in each Mortgage Pool in Aggregate Pool A do not exceed (a) with respect to each Distribution Date from March 2014 to February 2015, 30% of the related Original Subordinate Principal Amount, (b) with respect to each Distribution Date from March 2015 to February 2016, 35% of the related Original Subordinate Principal Amount, (c) with respect to each Distribution Date from March 2016 to February 2017, 40% of the related Original Subordinate Principal Amount, (d) with respect to each Distribution Date from March 2017 to February 2018, 45% of the related Original Subordinate Principal Amount and (e) with respect to each Distribution Date from March 2018 and thereafter, 50% of the related Original Subordinate Principal Amount.

Aggregate Pool A Subordinate Certificates : Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates.

Aggregate Pool A Subordinate Net WAC :  For any Distribution Date, the weighted average of the Net WAC of each Mortgage Pool in Aggregate Pool A, in each case weighted on the basis of the related Pool Subordinate Amounts for such Mortgage Pools, for such Distribution Date.  For federal income tax purposes, Aggregate Pool A Subordinate Net WAC will equal the Calculation Rate following the allocation of principal amounts or Principal Relocation Payments for such Distribution Date as provided in the Preliminary Statement.

Aggregate Subordinate Percentage : With respect to Aggregate Pool A on any Distribution Date is the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Amount of the Aggregate Pool A Subordinate Certificates immediately prior to that date, and the denominator of which is the Pool Balance for Aggregate Pool A and such Distribution Date.

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 (a) with respect to a particular Mortgage Pool, the aggregate of the Stated Principal Balances of the Mortgage Loans in such Mortgage Pool, (b) with respect to Aggregate Pool A, the aggregate of the Stated Principal Balances of the Mortgage Loans in Aggregate Pool A or (c) with respect to Pool 1A or Pool 1B, the aggregate of the Stated Principal Balances of the Mortgage Loans in Pool 1A or Pool 1B, as applicable) 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.

Allocated Realized Loss Amount : With respect to any Distribution Date and any Class of Group 1 Senior Certificates, Group 1 Mezzanine Certificates or Group 1 Subordinate Certificates, the amount by which (A) any Applied Loss Amounts allocated to such Class of Certificates on any prior Distribution Date pursuant to Section 5.03 exceeds the sum of (B) (i) any additions to the Class Principal Amount pursuant to Section 5.03(f) on any previous Distribution Date (to the extent such addition did not otherwise reduce the Applied Loss Amount on a previous Distribution Date) and (ii) the aggregate of the amounts paid in respect of reimbursement of Unpaid Realized Loss Amounts pursuant to Section 5.02(c)(3) or Section 5.09 on previous Distribution Dates.

Applied Loss Amount :  As to any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate Class Principal Amount of the Group 1 Senior, Group 1 Mezzanine and Group 1 Subordinate Certificates, after giving effect to all Realized Losses incurred on the Pool 1 Mortgage Loans during the related Due Period, distributions of principal on such Distribution Date and any additions to the Class Principal Amounts of the Group 1 Certificates pursuant to Section 5.03(f) on such Distribution Date over (ii) the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans for such Distribution Date.

Apportioned Principal Balance :  As to any Distribution Date and each Class of Aggregate Pool A Subordinate Certificates, the Class Principal Amount thereof immediately prior to that Distribution Date multiplied by a fraction, the numerator of which is the applicable Pool Subordinate Amount ( i.e. , the Pool 2 Subordinate Amount or the Pool 3 Subordinate Amount, as the case may require), and the denominator of which is the sum of the Pool Subordinate Amounts in Aggregate Pool A, in each case, for that Distribution Date.

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 :  Each Assignment, dated as of February 1, 2007 between the Seller and a Custodian, pursuant to which the Seller assigns to the Trustee all of its rights, title and interest under the related Custodial Agreement 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 a Custodian 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 U.S. Bank National Association 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 each Mortgage Pool, the total amount of all cash received by the Master Servicer on the Mortgage Loans in such Mortgage Pool from each Servicer or otherwise 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 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 from the related Mortgage Loans, in each case for such Distribution Date, (3) all partial or full Principal Prepayments, together with any accrued interest thereon, identified as having been received from the related Mortgage Loans during the related Prepayment Period, (4) any amounts 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 in such Mortgage Pool purchased from the Trust Fund during the related Prepayment Period, (6) with respect to Pool 1, the amount added to the Pool 1 Principal Remittance Amount from the Swap Agreement for such Distribution Date and (7) on the Distribution Date on which the related Mortgage Pool is to be terminated pursuant to Article VII hereof, that portion of the Redemption Price in respect of principal for such Mortgage Pool, up to the Par Value calculated for that Mortgage Pool, minus:

(A)  with respect to the Mortgage Loans in that Mortgage Pool (or, if not related to the Mortgage Pool, that Mortgage Pool’s pro rata share of), all related charges and other amounts payable or reimbursable to the Master Servicer, the Securities Administrator, a Custodian or the Trustee under this Agreement or to the related Servicers under the applicable Purchase and Servicing Agreements or Servicing Agreement, as applicable;

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

(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.

Back-Up Certification :  As defined in Section 11.08.

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, 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 related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer or the related Servicer, in either case without giving effect to any Debt Service Reduction or Deficient Valuation, as reported by the related Servicer to the Master Servicer.

Bankruptcy Loss Coverage Amount :  As of any date of determination, the Bankruptcy Loss Coverage Amount for Aggregate Pool A shall equal the related Initial Bankruptcy Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses for Aggregate Pool A allocated to the related Certificates since the Cut-off Date and (ii) any permissible reductions in the related Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee and the Securities Administrator 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 Amounts : For any Distribution Date and the LIBOR Certificates, if the Certificate Interest Rate for any such Class of Certificates is equal to the related Pool 1 Net WAC (adjusted to an actual/360 basis), an amount equal to the sum of (i) the excess of (x) the amount of interest such Class of Certificates would have accrued on such Distribution Date had its Certificate Interest Rate for such Distribution Date been equal to the lesser of (a) LIBOR plus the applicable Pool 1 Certificate Margin and (b) 11.50% per annum, over (y) the amount of interest such Class of Certificates accrued for such Distribution Date at the related Pool 1 Net WAC (adjusted to an actual/360 basis) and (ii) the unpaid portion of any Basis Risk Shortfall Carryover Amount for such Class from the prior Distribution Dates together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the lesser of (a) LIBOR plus the applicable Pool 1 Certificate Margin and (b) 11.50% 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, the following Classes of Certificates constitute Book-Entry Certificates:  Class 1-A-1A, Class 1-A-2A, Class 1-A-3A, Class 1-A-1B, Class 1-A-4, Class 1-A-5, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-B-1, Class 1-B-2, Class 2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class C-B-1, Class C-B-2 and Class C-B-3.

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 city in which the Corporate Trust Office of the Trustee is located, or the State of Minnesota, are authorized or obligated by law or executive order to be closed.

Calculation Rate : For each Distribution Date, in the case of the Class A and Class B Interests, the product of (i) 10 and (ii) the weighted average rate of the outstanding Class A and Class B Interests, treating each Class A Interest as capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such Class.

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.

Certificate Group :  Each of the Group 1 Certificates, the Group 2 Certificates and the Group 3 Certificates.

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 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, at the time of determination, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate, (A) plus any Subsequent Recoveries added to the Certificate Principal Amount of such Certificate pursuant to Section 5.03 (B) minus (i) the amount of all principal distributions previously made with respect to such Certificate; (ii) all Realized Losses allocated to such Certificate; and (iii) in the case of an Aggregate Pool A Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated to such Certificates.  For purposes of Article V hereof, unless specifically provided to the contrary, Certificate Principal Amounts shall be determined as of the close of business of the immediately preceding Distribution Date, after giving effect to all distributions made on such date.

Certificate Register and Certificate Registrar :   The register maintained and the registrar appointed pursuant to Section 3.02.  The Securities Administrator will act as the initial Certificate Registrar under this Agreement.

Certificateholder :  The meaning provided in the definition of “Holder.”

Certification Parties : As defined in Section 11.08.

Certifying Person : As defined 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.

CHF : Chase Home Finance, LLC (successor by merger to Chase Manhattan Mortgage Corporation) 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 a Lower-Tier or Middle-Tier REMIC, the term “Class” refers to all Lower-Tier or Middle-Tier Interests having the same alphanumeric designation.

Class 1-A-4 Net WAC Cap : For any Distribution Date and the Class 1-A-4 Certificates, a per annum rate equal to the quotient of (a) the sum of (i) the Pool 1A Net WAC Cap multiplied by the Component Principal Amount of the Class 1-A-4-1 Component immediately prior to such Distribution Date and (ii) the Pool 1B Net WAC Cap multiplied by the Component Principal Amount of the Class 1-A-4-2 Component immediately prior to such Distribution Date, divided by (b) the Class Principal Amount of the Class 1-A-4 Certificates immediately prior to such Distribution Date.

Class 1-A-5 Net WAC Cap : For any Distribution Date and the Class 1-A-5 Certificates, a per annum rate equal to the quotient of (a) the sum of (i) the Pool 1A Net WAC Cap multiplied by the Component Principal Amount of the Class 1-A-5-1 Component immediately prior to such Distribution Date and (ii) the Pool 1B Net WAC Cap multiplied by the Component Principal Amount of the Class 1-A-5-2 Component immediately prior to such Distribution Date, divided by (b) the Class Principal Amount of the Class 1-A-5 Certificates immediately prior to such Distribution Date.

Class 1-P Reserve Fund :  The Eligible Account established pursuant to Section 5.02(k).

Class 2-P Reserve Fund :  The Eligible Account established pursuant to Section 5.02(k).

Class A-R Certificate :  The Class A-R Certificate executed by the Trustee or 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 the Upper-Tier REMIC.

Class A-R Reserve Fund :  The Eligible Account established pursuant to Section 5.02(k).

Class 1-CE Distribution Amount : With respect to any Distribution Date (i) the product of (x) a notional amount, equal to the aggregate Stated Principal Balance of the Pool 1 Mortgage Loans as of the first day of the month of such Distribution Date (after giving effect to Monthly Payments of principal due on such date), and (y) the Certificate Interest Rate for the Class 1-CE Interest for such Distribution Date as set forth in footnote (12) to “The Certificates and the Upper-Tier REMIC” in the Preliminary Statement herein, less (ii) distributions made pursuant to Section 5.02(c)(3)(i)-(xxxi) on such Distribution Date.

Class P Prepayment Premiums :  Prepayment Premiums on Mortgage Loans originated by Fifth Third, GreenPoint, JPMCB, PHH and Wells Fargo.

Class Notional Amount : With respect to the Interest-Only Certificates and any Distribution Date, as set forth in the Preliminary Statement.

Class Principal Amount :  With respect to each Class of Certificates, the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination.  With respect to any Lower-Tier or Middle-Tier Interest, the initial Class Principal Amount as shown or described in the table set forth in the Preliminary Statement for the issuing REMIC, as reduced by principal distributed with respect to such Lower-Tier or Middle-Tier Interest and Realized Losses allocated to such Lower-Tier or Middle-Tier Interest at the date of determination.

Class Subordination Percentage :  With respect to each Class of Aggregate Pool A Subordinate Certificates, for each Distribution Date, the percentage obtained by dividing the Class Principal Amount of such Class immediately prior to such Distribution Date by, the aggregate Class Principal Amount of all Aggregate Pool A Certificates immediately before that Distribution Date.

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 :  February 27, 2007.

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 Securities and Exchange Commission.

Compensating Interest Payment :  As to any Distribution Date, the lesser of (1) the aggregate Master Servicing Fee 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, and (2) any Prepayment Interest Shortfall for such date.

Component : Either the Class 1-A-4-1, Class 1-A-4-2, Class 1-A-5-1 or Class 1-A-5-2 Component, as applicable.

Component Principal Amount : With respect to any Component, the initial component principal amount of that Component, as reduced by all amounts previously distributed to the related class of Certificates in respect of that Component, and the principal portion of any Realized Losses previously allocated to that Component, plus any increase to the Class Principal Amount of the related class of Certificates due to Subsequent Recoveries allocable to that Component.

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.

Controlling Person : With respect to any Person, any other Person who “controls” such Person within the meaning of the Securities Act.

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 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 452 Fifth Avenue, New York, New York 10018, Attention: CLTA--Structured Finance, J.P. Morgan Alternative Loan Trust 2007-A1, 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, 60 Livingston Ave., EP MN WS3D, St. Paul, Minnesota, 55107, Attention: Structured Finance J.P. Morgan Alternative Loan Trust 2007-A1 and presentment of Certificates for registration of transfer, exchange or final payment, U.S. Bank National Association, 60 Livingston Ave., St. Paul, Minnesota 55107, Attention: JPALT 2007-A1.

Corresponding Certificate :  As defined in Section 7.03(a).

Countrywide :  Countrywide Home Loans, Inc. or its successors in interest.

Countrywide Servicing :  Countrywide Home Loans Servicing L.P. or its successors 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 first Distribution Date, if any, on which the aggregate Class Principal Amount of the Aggregate Pool A Subordinate Certificates have been reduced to zero.

Cross-Over Situation :  For any Distribution Date and for any Mortgage Pool (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 Mortgage Pool if such Interests in the aggregate are less than 1% of the Subordinated Portion of the Mortgage Pool.

CTX : CTX Mortgage Company, LLC, or its 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 Aggregate Pool A 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 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 Custodian hereunder without any further act.

 

Custodian Certification :  As defined in Section 2.01.

 

Cut-off Date :  February 1, 2007.

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 :  As defined 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.

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 :  With respect to the Servicer, the Remittance Date as defined in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, commencing in March 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 March 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 or Purchase Agreements.

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.

E-Loan :  E-Loan, Inc., or any successor in interest.

E-Loan Mortgage Loan :  Each Mortgage Loan originated by E-Loan and listed on the Mortgage Loan Schedule.

E-Loan Sale and Servicing Agreement :  Each agreement between the Seller and E-Loan listed under the heading “Purchase and Servicing Agreements” in Exhibit E hereto, as modified by the related Acknowledgement.

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, the Securities Administrator 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 that is subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is 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 A-R, Class 1-CE, Class 1-P, Class 2-P, Class C-B-4, Class C-B-5 and Class C-B-6 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 on a Mortgage Loan in any Mortgage Pool in Aggregate Pool A realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a Mortgage Loan in any Mortgage Pool in Aggregate Pool A realized after the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss on a Mortgage Loan in any Mortgage Pool in Aggregate Pool A 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 :  HSBC Bank USA, National Association, solely in its capacity as exchange trustee under the Trust Agreement.

Exchangeable Certificates : The Certificates designated as Exchangeable Certificates in the Preliminary Statement 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 2-A-1 and Class 3-A-1 Certificates.

Expense Fee Rate :  As to each Mortgage Loan, the sum of the related Servicing Fee Rate, the Securities Administrator Fee Rate and the rate at which any lender paid primary mortgage guaranty insurance fee accrues, if applicable.

Fair Market Value : An amount equal to the fair market value of all of the property of the Trust Fund, as agreed upon between the Master Servicer and a majority of the holders of the Uncertificated Interests; provided, however, that if the Master Servicer and a majority of the holders of the Uncertificated Interest do not agree upon the fair market value of all of such property of the Trust Fund, the Master Servicer, or an agent appointed by the Master Servicer, shall solicit bids for all of such property of the Trust Fund, 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 Corporation, or its 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.

Fixed Swap Payment : With respect to any Distribution Date on or prior to the Distribution Date in February 2017, an amount equal to the product of 5.213% and the Swap Agreement Notional Amount for such Distribution Date, multiplied by a fraction, the numerator of which is 30 (except with respect to the first Distribution Date, on which the numerator is 25) and the denominator of which is 360.

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 and Servicing Agreements” in Exhibit E hereto.

Floating Swap Payment : With respect to any Distribution Date on or prior to the Distribution Date in February 2017, an amount equal to the product of (x) one-month LIBOR (as determined pursuant to the Swap Agreement), (y) the Swap Agreement Notional Amount for that Distribution Date and (z) a fraction, the numerator of which is the actual number of days elapsed from the 25 ^th day of the prior calendar month to the 24 ^th day of the month of such Distribution Date (or, for the first Distribution Date, the actual number of days elapsed from February 28, 2007, to the 24 ^th day of the month of the first Distribution Date), and the denominator of which is 360.

Follow-up Delivery Date : As defined in Section 2.02

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 to the Master Servicer.

Fraud Loss Coverage Amount :  As of the Closing Date, $5,280,489, with respect to the Aggregate Pool A Subordinate Certificates, subject to reduction from time to time by the amount of Fraud Losses allocated to the related Certificates.  In addition, on each anniversary of the Cut-off Date, each Fraud Loss Coverage Amount will be reduced as follows: (a) on the first, second, third and fourth anniversaries of the Cut-off Date, to an amount equal to the lesser of (i) 1%, in the case of the first, second, third and fourth anniversaries, of the then current Aggregate Stated Principal Balance of Aggregate Pool A, and (ii) the excess of the Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date (or the Cut-off Date, in the case of the first anniversary), over the cumulative amount of Fraud Losses allocated to the related Certificates since the preceding anniversary (or the Cut-off Date, in the case of the first anniversary) and (b) on the fifth anniversary of the Cut-off Date, to zero.

Fraud Loss Coverage Termination Date :  The point in time at which the Fraud Loss Coverage Amount is reduced to zero.