POOLING AND SERVICING AGREEMENT

Exhibit 4.1

CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,

JPMORGAN CHASE BANK, N.A.,
SERVICER,

JPMORGAN CHASE BANK, N.A.,
CUSTODIAN,

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
PAYING AGENT

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
TRUSTEE

POOLING AND SERVICING AGREEMENT
Dated as of [        ]

[        ]
Chase Mortgage Finance Trust
Multi-Class Mortgage Pass-Through Certificates
Series [        ]

ii

iii

iv

    This Pooling and Servicing Agreement, dated as of [        ], is executed among Chase Mortgage Finance Corporation, as depositor (together with its permitted successors and assigns, the "Depositor"), JPMorgan Chase Bank, N.A. ("Chase"), as servicer (in such capacity, together with its permitted successors and assigns, the "Servicer"), JPMorgan Chase Bank, N.A., as custodian (in such capacity, together with its permitted successors and assigns, the "Custodian"), The Bank of New York Trust Company, N.A., as paying agent (in such capacity, together with its permitted successors and assigns, the "Paying Agent") and The Bank of New York Trust Company, N.A., as trustee (in such capacity, together with its permitted successors and assigns, the "Trustee").

     In consideration of the premises and the mutual agreements hereinafter set forth, the Depositor, the Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

     Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

      ACCEPTED SERVICING PRACTICES : With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located, and which are in accordance with FNMA servicing practices and procedures for MBS pool mortgages (as defined in the FNMA Guides including future updates).

      ACCOUNTANT’S ATTESTATION : As defined in Section 5.26(b).

      ADDITIONAL FORM 10-D DISCLOSURE : As defined in Section 5.24(b).

      ADDITIONAL FORM 10-K DISCLOSURE : As defined in Section 5.24(d).

      ADVANCE : The aggregate of the advances made by the Servicer with respect to a particular Distribution Date pursuant to Section 6.03.

      AFFILIATE: With respect to any specified Person, any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, "control" means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

      AGENCY & TRUST OFFICE : With respect to the Trustee, the office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this instrument is located at 601 Travis, 16 ^th Floor, Houston, Texas 77002; and, with respect to the Paying Agent, the office of the Paying Agent at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this instrument is located at 601 Travis, 16 ^th Floor, Houston, Texas 77002.

      AGGREGATE CLASS A INTEREST ACCRUAL AMOUNT : On any Distribution Date, an amount equal to the sum of the Class A-1 Interest Accrual Amount, the Class A-2 Interest Accrual Amount, the Class A-3 Interest Accrual Amount, the Class A-4 Interest Accrual Amount, the Class A-5 Interest Accrual Amount, the Class A-6 Interest Accrual Amount, the Class A-7 Interest Accrual Amount,

the Class A-8 Interest Accrual Amount, the Class A-9 Interest Accrual Amount, the Class A-10 Interest Accrual Amount, the Class A-11 Interest Accrual Amount, the Class A-12 Interest Accrual Amount, the Class A-13 Interest Accrual Amount, the Class A-X Interest Accrual Amount and the Class A-R Interest Accrual Amount.

      AGGREGATE CLASS A INTEREST SHORTFALL : On any Distribution Date, an amount equal to the sum of the Class A-1 Shortfall, the Class A-2 Shortfall, the Class A-3 Shortfall, the Class A-4 Shortfall, the Class A-5 Shortfall, the Class A-6 Shortfall, the Class A-7 Shortfall, the Class A-8 Shortfall, the Class A-9 Shortfall, the Class A-10 Shortfall, the Class A-11 Shortfall, the Class A-12 Shortfall, the Class A-13 Shortfall, the Class A-X Shortfall and the Class A-R Shortfall.

      AGREEMENT : This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

      APPRAISED VALUE : The value set forth in an appraisal or recertification document made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property (or the related residential dwelling unit in the Underlying Mortgaged Property, in the case of a Co-op Loan).

      ASSESSMENT OF COMPLIANCE : As defined in Section 5.26(a).

      ASSIGNMENT OF MORTGAGE : An assignment of the Mortgage, notice of transfer (or UCC-3 assignment (or equivalent instrument) with respect to each Co-op Loan) or equivalent instrument, in recordable form (except in the case of a Co-op Loan), sufficient under the laws of the jurisdiction where the related Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) is located to reflect of record the sale and assignment of the Mortgage Loan to the Trustee, which assignment, notice of transfer or equivalent instrument may, if permitted by law, be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county.

      AUTHENTICATING AGENT : The meaning specified in Section 4.06(a).

      AVAILABLE DISTRIBUTION AMOUNT : On any Distribution Date, an amount equal to the amount on deposit in the Collection Account as of the close of business two Business Days immediately preceding the related Distribution Date (but prior to making any deposits into the Certificate Account on such date) except:

     (a) amounts received on Mortgage Loans as late payments or other recoveries of principal or interest (including any Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds and condemnation awards) and respecting which the Servicer previously made an unreimbursed Advance of such amounts;

     (b) reimbursement for Nonrecoverable Advances and other amounts permitted to be withdrawn by the Servicer pursuant to Section 5.09 from, or not required to be deposited in, the Collection Account;

     (c) amounts representing the Servicing Fee with respect to such Distribution Date;

     (d) amounts representing all or part of a Monthly Payment due (i) after the related Due Period or (ii) on or prior to the Cut-off Date;

     (e) all Repurchase Proceeds, Principal Prepayments, Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries and condemnation awards with respect to Mortgage Loans received

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after the related Principal Prepayment Period, and all related payments of interest representing interest for any period of time after the last day of the related Due Period for such Mortgage Loans; and

     (f) all income from Eligible Investments held in the Collection Account for the account of the Servicer.

      BANKRUPTCY AMOUNT : As of any date of determination, $[        ] minus all Bankruptcy Losses on the Mortgage Loans, if any, previously allocated to the Certificates in accordance with Section 6.04.

      BANKRUPTCY CODE : Title 11 of the United States Code, as the same may be amended from time to time.

      BANKRUPTCY LOSS : With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

      BASIS RISK SHORTFALL CARRYOVER AMOUNT : For any Distribution Date and each Class of LIBOR Certificates, an amount equal to the sum of (i) the excess of (x) the amount of interest such Class of LIBOR Certificates accrued for such Distribution Date at the related Certificate Rate over (y) the amount such Class of LIBOR Certificates accrued for such Distribution Date at the per annum rate of 6.00%, and (ii) the unpaid portion of any Basis Risk Shortfall Carryover Amount for such Class of LIBOR Certificates from prior Distribution Dates together with interest accrued on such unpaid portion for the most recently ended Accrual Period at the related Certificate Rate.

      BENEFICIAL HOLDER : A Person holding a beneficial interest in any Book-Entry Certificate through a Participant or an Indirect Participant or a Person holding a beneficial interest in any Definitive Certificate.

      BOOK-ENTRY CERTIFICATES : The Class A Certificates (other than the Class A-R, Class A-X Certificates), Class M Certificates, Class B-1 Certificates and Class B-2 Certificates, referred to collectively.

      BUSINESS DAY : Any day other than (a) a Saturday or Sunday, (b) a legal holiday in the States of New York and Louisiana or (c) a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to be closed.

      CAP STRIKE RATE : With respect to any Distribution Date and the Class A-1 Yield Maintenance Agreement, the rate set forth under the heading "Cap Strike Rate" in Exhibit U; with respect to any Distribution Date and the Class A-3 Yield Maintenance Agreement, the rate set forth under the heading "Cap Strike Rate" in Exhibit U-1; and with respect to any Distribution Date and the Class A-4 Yield Maintenance Agreement, the rate set forth under the heading "Cap Strike Rate" in Exhibit U-2.

      CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT : As of any Distribution Date, with respect to any Class of Subordinated Certificates, an amount, if any, equal to the amount of principal distributable to such Class on any prior Distribution Date that has not been so distributed and is not attributable to a Realized Loss.

      CASH LIQUIDATION : Recovery of all cash proceeds by the Servicer with respect to the liquidation of any Mortgage Loan, including Insurance Proceeds and other payments or recoveries (whether made at one time or over a period of time) which the Servicer deems to be finally recoverable, in connection with the sale, assignment or satisfaction of such Mortgage Loan, trustee’s sale, foreclosure sale or otherwise, but only if title to the related Mortgaged Property (or stock allocated to a dwelling unit,

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in the case of a Co-op Loan) was not acquired by foreclosure or deed in lieu of foreclosure by the Servicer pursuant to Section 5.21.

      CERTIFICATE : Any Class A, Class M or Class B Certificate.

      CERTIFICATE ACCOUNT : The account created and maintained pursuant to Section 4.05.

      CERTIFICATEHOLDER or HOLDER : The Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent, waiver, request or demand pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Servicer, any Sub-Servicer, or any of their respective Affiliates shall be disregarded and the undivided Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect any such consent, waiver, request or demand has been obtained. The Trustee and the Paying Agent shall be entitled to conclusively rely upon the certificate of the Depositor or the Servicer as to the determination of which Certificates are registered in the name of such Affiliates.

      CERTIFICATE OWNER : Any Person who is the beneficial owner of a Book-Entry Certificate registered in the name of the Depository or its nominee.

      CERTIFICATE RATE: The per annum rate of interest borne by each Class of Certificates (other than the Class A-P Certificates), which shall equal [        ]% with respect to the 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-13, Class A-X, Class A-R, Class A-M, Class M-1, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. In the case of the Class A-1, Class A-3 and Class A-4 Certificates, the Certificate Rate with respect to the first Distribution Date will be [        ]%, and as to any Distribution Date thereafter, the Certificate Rate on the Class A-1, Class A-3 and Class A-4 Certificates will equal the lesser of (A) [        ]% plus LIBOR and (B) [        ]%, but not less than [        ]%. In the case of the Class A-2 Certificates, the Certificate Rate with respect to the first Distribution Date will be [        ]%, and as to any Distribution Date thereafter, the Certificate Rate on the Class A-2 Certificates will equal the greater of (A) [        ]% minus LIBOR and (B) [        ]%. Interest with respect to each Class of Certificates (other than the Class A-P Certificates) shall be calculated based on a 360 day year comprised of twelve 30-day months.

      CERTIFICATE REGISTER : The register maintained pursuant to Section 4.02.

      CERTIFICATE REGISTRAR : The Person appointed by the Trustee as Certificate Registrar pursuant to Section 4.05.

      CHASE : JPMorgan Chase Bank, N.A., a national banking association, or its successor in interest.

      CHF : Chase Home Finance LLC, a Delaware limited liability company, or its successor in interest.

      CLASS : Pertaining to the Class 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-13, Class A-X, Class A-P, Class A-R, Class A-M, Class M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 Certificates or any Lower-Tier REMIC Interest, as the case may be.

      CLASS 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-13, Class A-R, Class A-X and Class A-P Certificates, referred to collectively.

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      CLASS A PERCENTAGE : As of any Distribution Date, the fraction, expressed as a percentage (which shall never exceed 100%), the numerator of which is the Class A Principal Balance and the denominator of which is the outstanding Principal Balance of the Mortgage Loans as of the immediately preceding Due Date.

      CLASS A PRINCIPAL BALANCE : As of any Distribution Date, (a) the Class A Principal Balance for the immediately preceding Distribution Date less (b) amounts distributed (or deemed distributed) to the Class A Certificateholders on such preceding Distribution Date allocable to principal (including the principal portion of Advances of the Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Class A Certificates pursuant to Section 6.04); provided that the Class A Principal Balance on the first Distribution Date shall be the Original Class A Principal Balance.

      CLASS A-1 CERTIFICATE : Any one of the Class A-1 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-1 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at a per annum rate equal to the lesser of (x) the Certificate Rate and (y) the Remittance Rate on the Outstanding Certificate Principal Balance of the Class A-1 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-1 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-1 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-1 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-1 MAXIMUM YIELD MAINTENANCE AGREEMENT AMOUNT : The amount described in Section 5.29(e).

      CLASS A-1 SCHEDULED NOTIONAL AMOUNT : With respect to any Distribution Date set forth in Exhibit U hereto, the amount set forth with respect to such Distribution Date in Exhibit U under the heading "Notional."

      CLASS A-1 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-1 Interest Accrual Amount over the amount actually distributed to the Class A-1 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(A).

      CLASS A-1 YIELD MAINTENANCE AGREEMENT : The Yield Maintenance Agreement set forth on Exhibit U hereto.

      CLASS A-2 CERTIFICATE : Any one of the Class A-2 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-2 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Class A-2 Notional Amount minus (i) any Compensating Interest Shortfall allocated to the Class A-2 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-2 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-2 Certificates on such Distribution Date pursuant to Section 6.05(d).

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      CLASS A-2 NOTIONAL AMOUNT : With respect to any Distribution Date, an amount equal to the Outstanding Certificate Principal Balance of the Class A-1 Certificates for such Distribution Date.

      CLASS A-2 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-2 Interest Accrual Amount over the amount actually distributed to the Class A-2 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(B).

      CLASS A-3 CERTIFICATE : Any one of the Class A-3 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-3 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at a per annum rate equal to the lesser of (x) the Certificate Rate and (y) the Remittance Rate on the Outstanding Certificate Principal Balance of the Class A-3 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-3 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-3 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-3 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-3 MAXIMUM YIELD MAINTENANCE AGREEMENT AMOUNT : The amount described in Section 5.29(f).

      CLASS A-3 SCHEDULED NOTIONAL AMOUNT : With respect to any Distribution Date set forth in Exhibit U-1 hereto, the amount set forth with respect to such Distribution Date in Exhibit U-1 under the heading "Notional."

      CLASS A-3 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-3 Interest Accrual Amount over the amount actually distributed to the Class A-3 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(C).

      CLASS A-3 YIELD MAINTENANCE AGREEMENT : The Yield Maintenance Agreement set forth on Exhibit U-1 hereto.

      CLASS A-4 CERTIFICATE : Any one of the Class A-4 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-4 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at a per annum rate equal to the lesser of (x) the Certificate Rate and (y) the Remittance Rate on the Outstanding Certificate Principal Balance of the Class A-4 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-4 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-4 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-4 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-4 MAXIMUM YIELD MAINTENANCE AGREEMENT AMOUNT : The amount described in Section 5.29(g).

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      CLASS A-4 SCHEDULED NOTIONAL AMOUNT : With respect to any Distribution Date set forth in Exhibit U-2 hereto, the amount set forth with respect to such Distribution Date in Exhibit U-2 under the heading "Notional."

      CLASS A-4 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-4 Interest Accrual Amount over the amount actually distributed to the Class A-4 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(D).

      CLASS A-4 YIELD MAINTENANCE AGREEMENT : The Yield Maintenance Agreement set forth on Exhibit U-2 hereto.

      CLASS A-5 AND CLASS A-6 LOCKOUT PERCENTAGE: With respect to any Distribution Date, will equal the Outstanding Certificate Principal Balance immediately preceding such Distribution Date of the Class A-5 and Class A-6 Certificates divided by the aggregate Outstanding Certificate Principal Balance of the Non-PO Class A Certificates (other than the Class A-R Certificate), but in no case will the Class A-5 and Class A-6 Lockout Percentage exceed 100%.

      CLASS A-5 AND CLASS A-6 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution Date, will equal the product of (1) the Class A-5 and Class A-6 Lockout Percentage, (2) the aggregate amount of principal to be distributed to the Non-PO Class A Certificates (after taking into account any distributions made to the Class A-R Certificate on such Distribution Date) on such Distribution Date pursuant to Section 6.01 hereof and (3) the Lockout Shift Percentage.

      CLASS A-5 CERTIFICATE : Any one of the Class A-5 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-5 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-5 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-5 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-5 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-5 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-5 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-5 Interest Accrual Amount over the amount actually distributed to the Class A-5 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(E).

      CLASS A-6 CERTIFICATE : Any one of the Class A-6 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-6 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-6 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-6 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-6 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-6 Certificates on such Distribution Date pursuant to Section 6.05(d).

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      CLASS A-6 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-6 Interest Accrual Amount over the amount actually distributed to the Class A-6 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(F).

      CLASS A-7 CERTIFICATE : Any one of the Class A-7 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-7 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-7 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-7 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-7 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-7 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-7 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-7 Interest Accrual Amount over the amount actually distributed to the Class A-7 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(G).

      CLASS A-8 CERTIFICATE : Any one of the Class A-8 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-8 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-8 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-8 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-8 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-8 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-8 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-8 Interest Accrual Amount over the amount actually distributed to the Class A-8 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(H).

      CLASS A-9 CERTIFICATE : Any one of the Class A-9 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-9 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-9 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-9 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-9 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-9 Certificates on such Distribution Date pursuant to Section 6.05(d).

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      CLASS A-9 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-9 Interest Accrual Amount over the amount actually distributed to the Class A-9 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(I).

      CLASS A-10 CERTIFICATE : Any one of the Class A-10 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-10 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-10 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-10 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-10 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-10 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-10 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-10 Interest Accrual Amount over the amount actually distributed to the Class A-10 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(J).

      CLASS A-11 AND CLASS A-12 LOCKOUT PERCENTAGE: With respect to any Distribution Date, will equal (1) the sum of (a) the aggregate Outstanding Certificate Principal Balance immediately preceding such Distribution Date of the Class A-11 and Class A-12 Certificates and (b) $60,000,000, divided by (2) the aggregate Outstanding Certificate Principal Balance immediately preceding such Distribution Date of the Non-PO Class A Certificates (other than the Class A-R, Class A-5 and Class A-6 Certificates).

      CLASS A-11 AND CLASS A-12 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution Date, will equal the lesser of (1) 99.99% of the aggregate amount of principal to be distributed to the Non-PO Class A Certificates on such Distribution Date (after taking into account any distributions made to the Class A-R, Class A-5 and Class A-6 Certificates on such Distribution Date) and (2) product of (a) the Class A-11 and Class A-12 Lockout Percentage, (b) the aggregate amount of principal to be distributed to the Non-PO Class A Certificates on such Distribution Date (after taking into account any distributions made to the Class A-R, Class A-5 and Class A-6 Certificates on such Distribution Date) pursuant to Section 6.01 hereof and (3) the Lockout Shift Percentage.

      CLASS A-11 CERTIFICATE : Any one of the Class A-11 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-11 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-11 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-11 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-11 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-11 Certificates on such Distribution Date pursuant to Section 6.05(d).

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      CLASS A-11 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-11 Interest Accrual Amount over the amount actually distributed to the Class A-11 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(K).

      CLASS A-12 CERTIFICATE : Any one of the Class A-12 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-12 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-12 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-12 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-12 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-12 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-12 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-12 Interest Accrual Amount over the amount actually distributed to the Class A-12 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(L).

      CLASS A-13 CERTIFICATE : Any one of the Class A-13 Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-13 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-13 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-13 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-13 Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-13 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-13 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-13 Interest Accrual Amount over the amount actually distributed to the Class A-13 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(M).

      CLASS A-M CERTIFICATE : Any one of the Class A-M Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A Certificates, substantially in the form of the Class M Certificate set forth in Exhibit D hereto.

      CLASS A-M INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one (1) month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-M Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-M Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-M Certificates on such Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-M Certificates on such Distribution Date pursuant to Section 6.05(d).

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      CLASS A-M PRINCIPAL BALANCE : As of any Distribution Date, (a) the Class A-M Principal Balance for the immediately preceding Distribution Date less (b) amounts distributed to the Class A-M Certificateholders on such preceding Distribution Date allocable to principal (including the principal portion of Advances of the Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Class A-M Certificates pursuant to Section 6.04); provided that the Class A-M Principal Balance on the first Distribution Date shall be the Original Class A-M Principal Balance, and provided further that if the aggregate Outstanding Certificate Principal Balance of the Class B and Class M-1 Certificates has been reduced to zero, as of any Distribution Date, the Class A-M Principal Balance will equal the excess of the Mortgage Pool Principal Balance (together with the portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the Class A Principal Balance.

      CLASS A-M SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-M Interest Accrual Amount over the amount actually distributed to the Class A-M Certificateholders on such Distribution Date pursuant to Section 6.01(I)(c)(1)(A) and 6.01(I)(c)(1)(B).

      CLASS A-P AMOUNT : With respect to any Distribution Date, the applicable PO Percentage of (i) all principal received on or in respect of each Discount Mortgage Loan (exclusive of any amounts in respect of any Monthly Payment) during the related Principal Prepayment Period and (ii) all principal received as part of a Monthly Payment on or in respect of a Discount Mortgage Loan during the related Due Period.

      CLASS A-P CERTIFICATE : Any one of the Class A-P Certificates, executed by the Depositor and authenticated by the Trustee, senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-P SHORTFALL AMOUNT : With respect to any Distribution Date prior to and including the Credit Support Depletion Date, to the extent of amounts available to pay the Subordinated Optimal Principal Amount (without regard to clause (b)(2) of the definition of such term), an amount equal to the sum of (i) the applicable PO Percentage of the principal portion of any Realized Loss (other than an Excess Loss) with respect to a Discount Mortgage Loan and (ii) the sum of amounts, if any, by which the amounts specified in clause (i) with respect to each prior Distribution Date exceeded the amount actually distributed in respect thereof on such prior Distribution Date and not subsequently distributed to the Class A-P Certificateholders.

      CLASS A-R CERTIFICATE : The Class A-R Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), substantially in the form of the Class A-R Certificate set forth in Exhibit F hereto.

      CLASS A-R INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class A-R Certificates minus (i) any Compensating Interest Shortfall allocated to the Class A-R Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-R Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act allocated to the Class A-R Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-R SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class A-R Interest Accrual Amount over the amount actually distributed to the Class A-R Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(N).

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      CLASS A-X CERTIFICATE : Any one of the Class A-X Certificates, executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), senior in right of payment to the Class M and Class B Certificates, substantially in the form of the Class A Certificate set forth in Exhibit C hereto.

      CLASS A-X INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Class A-X Notional Amount minus (i) any Compensating Interest Shortfall allocated to the Class A-X Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class A-X Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the Relief Act, allocated to the Class A-X Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS A-X NOTIONAL AMOUNT: With respect to any Distribution Date, an amount equal to the product of (a) the aggregate Scheduled Principal Balance of the Non-Discount Mortgage Loans and (b) a fraction the numerator of which is the weighted average of the Stripped Interest Rates of the Non-Discount Mortgage Loans and the denominator of which is 6.00%.

      CLASS A-X SHORTFALL : With respect to any Distribution Date the amount equal to the excess, if any, of the Class A-X Interest Accrual Amount over the amount actually distributed to the Class A-X Certificateholders on such Distribution Date pursuant to Section 6.01(I)(b)(i)(O).

      CLASS B CERTIFICATES : The Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, referred to collectively.

      CLASS B PERCENTAGE : As of any Distribution Date, the difference between 100% and the sum of (i) the Class A Percentage and (ii) the Class M Percentage for such Distribution Date.

      CLASS B PRINCIPAL BALANCE : As of any Distribution Date, the excess of the Mortgage Pool Principal Balance (together with the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the sum of (i) the Class A Principal Balance and (ii) the Class M Principal Balance.

      CLASS B-1 CERTIFICATE : Any one of the Class B-1 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A and Class M Certificates, substantially in the form of the Class B Certificate set forth in Exhibit E hereto.

      CLASS B-1 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class B-1 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class B-1 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class B-1 Certificates on such Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from the Relief Act allocated to the Class B-1 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS B-1 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class B-1 Interest Accrual Amount over the amount actually distributed to the Class B-1 Certificates on such Distribution Date pursuant to Section 6.01(I)(d)(1) (A) and (B).

      CLASS B-2 CERTIFICATE : Any one of the Class B-2 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to

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Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A, Class M and Class B-1 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit E hereto.

      CLASS B-2 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class B-2 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class B-2 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class B-2 Certificates on such Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from the Relief Act allocated to the Class B-2 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS B-2 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class B-2 Interest Accrual Amount over the amount actually distributed to the Class B-2 Certificates on such Distribution Date pursuant to Section 6.01(I)(d)(2) (A) and (B).

      CLASS B-3 CERTIFICATE : Any one of the Class B-3 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A, Class M, Class B-1 and Class B-2 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit E hereto.

      CLASS B-3 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class B-3 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class B-3 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class B-3 Certificates on such Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from the Relief Act allocated to the Class B-3 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS B-3 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class B-3 Interest Accrual Amount over the amount actually distributed to the Class B-3 Certificates on such Distribution Date pursuant to Section 6.01(I)(d)(3) (A) and (B).

      CLASS B-4 CERTIFICATE : Any one of the Class B-4 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit E hereto.

      CLASS B-4 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class B-4 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class B-4 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class B-4 Certificates on such Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from the Relief Act allocated to the Class B-4 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS B-4 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class B-4 Interest Accrual Amount over the amount actually distributed to the Class B-4 Certificates on such Distribution Date pursuant to Section 6.01(I)(d)(4) (A) and (B).

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      CLASS B-5 CERTIFICATE : Any one of the Class B-5 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A, Class M, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, substantially in the form of the Class B Certificate set forth in Exhibit E hereto.

      CLASS B-5 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class B-5 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class B-5 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class B-5 Certificates on such Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from the Relief Act allocated to the Class B-5 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS B-5 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class B-5 Interest Accrual Amount over the amount actually distributed to the Class B-5 Certificates on such Distribution Date pursuant to Section 6.01(I)(d)(5) (A) and (B).

      CLASS LT-R INTEREST : The sole residual interest in the Lower-Tier REMIC.

      CLASS M CERTIFICATES : The Class A-M and Class M-1 Certificates, referred to collectively.

      CLASS M PERCENTAGE : As of any Distribution Date, the percentage obtained by dividing (i) the sum of the Class A-M Principal Balance and the Class M-1 Principal Balance by (ii) the Mortgage Pool Principal Balance; provided, however, that on any Distribution Date on which the Class B Percentage equals 0%, the Class M Percentage shall equal 100% minus the Class A Percentage.

      CLASS M PRINCIPAL BALANCE : As of any Distribution Date, the sum of the Class A-M Principal Balance and the Class M-1 Principal Balance.

      CLASS M-1 CERTIFICATE : Any one of the Class M-1 Certificates executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent), subordinated in right of payment to the Class A Certificates and the Class A-M Certificates, substantially in the form of the Class M Certificate set forth in Exhibit D hereto.

      CLASS M-1 INTEREST ACCRUAL AMOUNT : With respect to any Distribution Date, one (1) month’s interest at the Certificate Rate on the Outstanding Certificate Principal Balance of the Class M-1 Certificates minus (i) any Compensating Interest Shortfall allocated to the Class M-1 Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the Class M-1 Certificates on such Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from the Relief Act allocated to the Class M-1 Certificates on such Distribution Date pursuant to Section 6.05(d).

      CLASS M-1 PRINCIPAL BALANCE : As of any Distribution Date, (a) the Class M-1 Principal Balance for the immediately preceding Distribution Date less (b) amounts distributed to the Class M-1 Certificateholders on such preceding Distribution Date allocable to principal (including the principal portion of Advances of the Servicer made pursuant to Section 6.03 and Realized Losses allocated to the Class M-1 Certificates pursuant to Section 6.04); provided that the Class M-1 Principal Balance on the first Distribution Date shall be the Original Class M-1 Principal Balance, and provided further that if the aggregate Outstanding Certificate Principal Balance of the Class B Certificates has been reduced to zero, as of any Distribution Date, the Class M-1 Principal Balance will equal the excess of the Mortgage Pool

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Principal Balance (together with the portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the sum of the Class A Principal Balance and the Class A-M Principal Balance.

      CLASS M-1 SHORTFALL : With respect to any Distribution Date, the amount equal to the excess, if any, of the Class M-1 Interest Accrual Amount over the amount actually distributed to the Class M-1 Certificateholders on such Distribution Date pursuant to Section 6.01(I)(c)(2)(A) and (B).

      CLASS MT-R INTEREST : [Reserved.]

      CLOSING DATE : [        ].

      CODE : The Internal Revenue Code of 1986, as amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury temporary or final regulations promulgated thereunder.

      COLLECTION ACCOUNT : The account created and maintained pursuant to Section 5.08.

      COMMISSION : The United States Securities and Exchange Commission.

      COMPENSATING INTEREST : The meaning specified in Section 6.05(a).

      COMPENSATING INTEREST SHORTFALL : The meaning specified in Section 6.05(b).

      CO-OP LEASE : With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit.

      CO-OP LOAN : A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

      COUNTERPARTY : JPMorgan Chase Bank, National Association, in its capacity as cap counterparty under the Yield Maintenance Agreement, and its successors in interest.

      CREDIT SUPPORT : With respect to each Class of Subordinated Certificates (other than the Class B-5 Certificates), the level of credit support supporting such Class, expressed as a percentage of the aggregate Outstanding Certificate Principal Balance of all Classes of Certificates (other than the Class A-P Certificates). With respect to each Distribution Date, Credit Support for each such Class will equal in each case the percentage, rounded to two decimal places, obtained by dividing the aggregate Outstanding Certificate Principal Balances immediately prior to such Distribution Date of all Classes of Subordinated Certificates having higher numerical class designations than such Class (for this purpose, the Class M Certificates shall be deemed to have a lower numerical class designation than each Class of Class B Certificates and the Class A-M Certificates shall be deemed to have a lower numerical class designation than the Class M-1 Certificates) by the aggregate Outstanding Certificate Principal Balance of all Classes of Certificates (other than the Class A-P Certificates) immediately prior to such Distribution Date.

      CREDIT SUPPORT DEPLETION DATE : The first Distribution Date on which the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates has been or will be reduced to zero.

      CUSTODIAN : JPMorgan Chase Bank, N.A., and its permitted successors in interest.

      CUT-OFF DATE : [        ].

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      DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, other than such a reduction resulting from a Deficient Valuation.

      DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) by a court of competent jurisdiction in an amount less than the then outstanding Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

      DEFINITIVE CERTIFICATES : The Certificates referred to in Section 4.01(c).

      DEPOSITOR : Chase Mortgage Finance Corporation, a Delaware corporation, or its successor in interest or any successor under this Agreement appointed as herein provided.

      DEPOSITORY : The Depository Trust Company, the nominee of which is Cede & Co.

      DEPOSITORY AGREEMENT : The agreement referred to in Section 4.01(b).

      DEPOSITORY PARTICIPANT : A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

      DETERMINATION DATE : The sixteenth day of the month in which the related Distribution Date occurs (or, if such sixteenth day is not a Business Day, the preceding Business Day).

      DISCOUNT MORTGAGE LOAN: Any Mortgage Loan having a Net Mortgage Rate less than the Remittance Rate.

      DISQUALIFIED ORGANIZATION : An organization referred to in Section 860E(e)(5) of the Code.

      DISTRIBUTION DATE : The 25th day of any month, or if such 25th day is not a Business Day, the first Business Day immediately following, beginning with [        ].

      DUE DATE : The first day of each month, being the day of the month on which each Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

      DUE PERIOD : With respect to any Distribution Date, the period from the second day of the month preceding the month in which such Distribution Date occurs through the first day of the month in which such Distribution Date occurs.

      ELIGIBLE ACCOUNT : An account that is (i) maintained with a depository institution the long-term unsecured debt obligations of which are rated by each Rating Agency in one of its two highest rating categories, or (ii) maintained with the corporate trust department of a national bank or banking corporation which (a) has a rating of at least Baa3 or P-3 by Moody’s and (b) is either Chase or is the corporate trust department of a national bank or banking corporation which has a rating of at least A-1 by S&P and F1 by Fitch Ratings, or (iii) an account or accounts the deposits in which are fully insured by the FDIC, or (iv) an account or accounts in a depository institution in which such accounts are insured by the FDIC (to the limit established by the FDIC), the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to and acceptable to the Trustee and each Rating Agency, the Certificateholders have a claim with respect to the funds in such account and a perfected first security interest against any collateral (which shall be limited to Eligible Investments)

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securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, provided, however, that such uninsured deposits do not result in the reduction of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter from each Rating Agency or (v) otherwise acceptable to each Rating Agency without reduction or withdrawal of the rating of any Class of Certificates, as evidenced by a letter from each Rating Agency.

      ELIGIBLE INVESTMENTS : One or more of the following:

     (i) obligations of, or guaranteed as to principal and interest by, the United States or obligations of any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; provided that any such obligation held as a "cash flow investment" within the meaning of section 860G(a)(6) of the Code shall mature before the next Distribution Date;

     (ii) repurchase agreements on obligations specified in clause (i) maturing not more than two months from the date of acquisition thereof, provided that the long-term unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency with its highest rating and the short-term debt obligations of the party agreeing to repurchase are rated with one of the two highest ratings by Moody’s, A-1+ by S&P and, if rated by Fitch, F+ by Fitch;

     (iii) federal funds, certificates of deposit, time deposits and bankers’ acceptances (other than bankers’ acceptances issued by Chase or any of its Affiliates) (which shall each have an original maturity of not more than 60 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days) of any United States depository institution or trust company incorporated under the laws of the United States or any state, provided that the long-term unsecured debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated by each Rating Agency with its highest rating and the short-term obligations of such depository institution or trust company are rated A-1+ by S&P, P-1 by Moody’s and, if rated by Fitch, F+ by Fitch;

     (iv) commercial paper (other than commercial paper issued by Chase or any of its Affiliates) (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term unsecured commercial paper rating category; provided that such commercial paper shall have a remaining maturity of not more than 45 days;

     (v) units of taxable money market funds (including those for which the Trustee or the Servicer or any Affiliate thereof acts as sponsor, administrator or the like and receives compensation with respect to such investment) which may be 12b-1 funds, as contemplated under the rules promulgated by the Commission under the Investment Company Act of 1940, as amended, and which funds have been rated by each Rating Agency in its highest rating category or which have been designated in writing by each Rating Agency as Eligible Investments with respect to this definition; or

     (vi) other obligations or securities (other than investments or obligations of Chase or any of its Affiliates) acceptable to each Rating Agency rating the Certificates as an Eligible Investment hereunder and will not result in a reduction or withdrawal in the then current rating of any Class of Certificates, as evidenced by a letter to such effect from each Rating Agency;

Provided that no such instrument shall be an Eligible Investment if such instrument evidences either (a) a right to receive only interest payments with respect to the obligations underlying such instrument, or (b) both principal and interest payments derived from obligations underlying such instrument where the interest and principal payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations; and provided further that no such

17

instrument shall be purchased above par; and provided further that each Eligible Investment must be a "permitted investment" within the meaning of Section 860G(a)(5) of the Code.

      ERISA : The Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Labor temporary or final regulations promulgated thereunder.

      ERISA QUALIFYING UNDERWRITING : A best efforts or firm commitment underwriting or private placement that would satisfy the requirements of Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14797 (March 28, 2002), as amended, or any substantially similar administrative exemption granted by the U.S. Department of Labor to Chase, except, in relevant part, for the requirement that the certificates have received a rating at the time of acquisition that is in one of the three (or four, in the case of a "designated transaction") highest generic rating categories by at least one of the Rating Agencies.

      ERISA RESTRICTED CERTIFICATE : Any Class B-3, Class B-4 or Class B-5 Certificate and any other Certificate, as long as the acquisition and holding of such Certificate is not covered by and exempt under Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14797 (March 28, 2002), as amended, or any substantially similar administrative exemption granted by the U.S. Department of Labor to Chase.

      ESCROW ACCOUNT : The account or accounts created and maintained pursuant to Section 5.10.

      ESCROW PAYMENTS : The amounts constituting applicable ground rents, taxes, assessments, water rates, Standard Hazard Policy premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to a Mortgage Loan.

      EVENT OF DEFAULT : Any of the events specified in Section 9.01.

      EXCEPTION REPORT : The report of the Custodian or Trustee, as applicable, referred to in Section 2.02.

      EXCESS BANKRUPTCY LOSS : Any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount.

      EXCESS FRAUD LOSS : Any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount.

      EXCESS LOSSES : Excess Bankruptcy Losses, Excess Fraud Losses and Excess Special Hazard Losses, referred to collectively.

      EXCESS SPECIAL HAZARD LOSS : Any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount.

      EXCHANGE ACT : The Securities Exchange Act of 1934, as amended.

      EXCHANGEABLE CERTIFICATES : The Certificates designated as Exchangeable Certificates in Section 4.01 issued or issuable pursuant to the Trust Agreement in exchange for and in accordance with the Trust Agreement for the applicable Exchangeable Initial Certificates.

      EXCHANGEABLE INITIAL CERTIFICATES : The Class A-9, Class A-10, Class A-11 and Class A-12 Certificates.

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      FDIC : The Federal Deposit Insurance Corporation or any successor organization.

      FHLMC : The Federal Home Loan Mortgage Corporation or any successor organization.

      FIDELITY BOND : The fidelity bond and errors and omissions insurance to be maintained by the Servicer pursuant to Section 5.19.

      FINAL SCHEDULED DISTRIBUTION DATE : The Distribution Date in [        ].

      FITCH RATINGS : Fitch, Inc. or its successor in interest.

      FNMA : The Federal National Mortgage Association, or any successor organization.

      FNMA GUIDES : The FNMA Sellers’ Guide and the FNMA Servicers’ Guide, and all amendments or additions thereto.

      FRAUD LOSS : Any Realized Loss or portion thereof sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including by reason of the denial of coverage under any related Primary Insurance Policy.

      FRAUD LOSS AMOUNT : As of any date of determination after the Cut-off Date, an amount (initially, $12,908,345.45) equal to (X) prior to the third anniversary of the Cut-off Date, (a) 1.00% of the aggregate principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (b) the aggregate amounts allocated to the Certificates with respect to Fraud Losses on the Mortgage Loans since the most recent anniversary of the Cut-off Date up to such date of determination, (Y) from the third to (but excluding) the fifth anniversary of the Cut-off Date, (a) 0.50% of the aggregate principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (b) the aggregate amounts allocated to the Certificates with respect to Fraud Losses on the Mortgage Loans since the most recent anniversary of the Cut-off Date up to such date of determination and (Z) on and after the fifth anniversary of the Cut-off Date, zero.

      INDIRECT PARTICIPANT : A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant, either directly or indirectly.

      INSURANCE PROCEEDS : Proceeds paid by any insurer pursuant to any insurance policy covering a Mortgage Loan, net of costs of collecting such proceeds and net of amounts released to the Mortgagor or applied to the restoration of the Mortgaged Property (or in the underlying Mortgaged Property, in the case of a Co-op Loan).

      INSURED EXPENSES : Expenses covered by any insurance policy.

      INTEREST ACCRUAL PERIOD : With respect to any Distribution Date and any Class of Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-P Certificates), the calendar month immediately preceding the month in which the related Distribution Date occurs, in each case calculated on the basis of a 360-day year of twelve 30-day months. With respect to any Distribution Date and the Class A-1, Class A-2, Class A-3 and Class A4 Certificates, the period from and including the 25 ^th day of the month immediately preceding the month in which such Distribution Date occurs, to but excluding, the 25 ^th day of the month in which such Distribution Date occurs, in each case calculated on the basis of a 360-day year of twelve 30-day months.

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      LATE COLLECTIONS : With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Liquidation Proceeds, condemnation proceeds, Insurance Proceeds, Subsequent Recoveries or with respect to a disposition of a Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) which has been acquired by foreclosure or deed in lieu of foreclosure or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered.

      LIBOR: With respect to any Distribution Date and the Certificate Rates on the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, LIBOR as determined in accordance with Section 6.07.

      LIBOR BUSINESS DAY : Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required or authorized by law to be closed.

      LIBOR CERTIFICATES : The Class A-1, Class A-3 and Class A-4 Certificates.

      LIQUIDATED MORTGAGE LOAN : Any Mortgage Loan (a) as to which the Servicer has determined that all amounts which it expects to recover from or on account of such Mortgage Loan or property acquired in respect thereof have been recovered, (b) as to which a Cash Liquidation has taken place or (c) with respect to which the Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) has been acquired by foreclosure or deed in lieu of foreclosure and a disposition (the term disposition shall include, for purposes of a repurchase pursuant to Section 11.01, any repurchase of a Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) pursuant to such Section) of such Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) has occurred.

      LIQUIDATION EXPENSES : Expenses which are incurred by the Servicer or any Sub-Servicer in connection with the liquidation of any defaulted Mortgage Loan or property acquired in respect thereof including, without limitation, legal fees and expenses, any unreimbursed amount expended by the Servicer pursuant to Sections 5.16 and 5.21 respecting the related Mortgage Loan and any related and unreimbursed expenditures for real estate property taxes or for property restoration or preservation.

      LIQUIDATION PROCEEDS : Cash (including Insurance Proceeds) received by the Servicer in connection with the liquidation of any Mortgage Loan or Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) acquired in respect thereof, whether through the sale or assignment of such Mortgage Loan (other than pursuant to Section 5.21), trustee’s sale, foreclosure sale or otherwise, or the sale of the Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) if the Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) is acquired in satisfaction of the Mortgage Loan other than amounts required to be paid to the Mortgagor pursuant to law or the terms of the applicable Mortgage Note.

      LOAN-TO-VALUE RATIO : The fraction, expressed as a percentage, the numerator of which is the principal amount of the related Mortgage Loan at the time of origination (or, (i) for purposes of Section 5.15, at the time of determination and (ii) for purposes of a Mortgage Loan with respect to which a conversion from adjustable rate to fixed rate has occurred, at the time of initial origination) and the denominator of which is the Appraised Value of the related Mortgaged Property (or applicable dwelling unit, in the case of a Co-op Loan) at the time of origination or, in the case of a Mortgage Loan financing the acquisition of the Mortgaged Property (or applicable dwelling unit, in the case of a Co-op Loan), the sales price of the Mortgaged Property (or applicable dwelling unit, in the case of a Co-op Loan), if such sales price is less than such appraised value; provided however, certain Mortgage Loans financing the acquisition of a Mortgaged Property in New York will be based solely on the appraised value.

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      LOCKOUT SHIFT PERCENTAGE : With respect to any Distribution Date, the percentage indicated below:

      LONDON BUSINESS DAY: Any day on which banks are open for business in London and on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

      LOWER-TIER REMIC : The Lower-Tier REMIC as described in Section 2.04.

      LOWER-TIER REMIC INTEREST : Any one of the Classes of Lower-Tier REMIC Interests described in Section 2.04.

      LOWER-TIER REMIC REGULAR INTEREST : Any one of the Lower-Tier REMIC Interests other than the Class LT-R Interest.

      LOWER-TIER REMIC SUBORDINATED BALANCE RATIO : The ratio among the Uncertificated Principal Balances of each of the Lower-Tier REMIC Regular Interests ending with the designation "A" that is equal to the ratio among, with respect to each such Lower-Tier REMIC Regular Interest, the excess of (x) the aggregate Non-PO Percentage of the Principal Balance of each of the Mortgage Loans in the related Mortgage Group over (y) the aggregate class principal amounts of the Certificate Group related to such Mortgage Group.

      MERS : Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

      MERS MORTGAGE LOAN : Any Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage, has been or will be recorded in the name of MERS or otherwise assigned to MERS, as agent for the holder from time to time of the Mortgage Note.

      MIDDLE-TIER REMIC : [Reserved.]

      MIDDLE-TIER REMIC INTEREST : [Reserved.]

      MIDDLE-TIER REMIC REGULAR INTEREST : [Reserved.]

      MODIFIED MORTGAGE LOAN: Any Mortgage Loan which the Servicer has modified pursuant to Section 5.01.

      MONTHLY PAYMENT : The minimum required monthly payment of principal and interest due on a Mortgage Loan as specified in the Mortgage Note for any Due Date (before any adjustment to such scheduled amount by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period). Monthly Payments shall be deemed due on an Outstanding Mortgage Loan until such time as it becomes a Liquidated Mortgage Loan.

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      MOODY’S : Moody’s Investors Service, Inc. or its successor in interest.

      MORTGAGE : With respect to a Mortgage Loan that is not a Co-op Loan, the mortgage, deed of trust or other instrument creating a first lien or a first priority ownership interest in an estate in fee simple in real property securing a Mortgage Note. With respect to a Co-op Loan, the security agreement creating a security interest in the stock allocated to a dwelling unit in a residential cooperative housing corporation and pledged to secure such Co-op Loan and the related Co-op Lease.

      MORTGAGE FILE : As to each Mortgage Loan, the items referred to in Exhibit B annexed hereto.

      MORTGAGE LOAN : An individual mortgage loan and all rights with respect thereto, evidenced by a Mortgage and a Mortgage Note, sold and assigned by the Depositor to the Trustee and which is subject to this Agreement and included in the Trust Fund. The Mortgage Loans originally sold and subject to this Agreement are identified on the Mortgage Loan Schedule.

      MORTGAGE LOAN SCHEDULE : The schedule of Mortgage Loans attached hereto as Exhibit A as it may be amended in accordance with Section 3.03, setting forth the following information as to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) the city, state and zip code of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan); (iii) an indication of whether the Mortgaged Property (or the related residential dwelling unit in the Underlying Mortgaged Property, in the case of a Co-op Loan) is owner-occupied; (iv) the property type of the Mortgaged Property (or the related residential dwelling unit in the Underlying Mortgaged Property, in the case of a Co-op Loan); (v) the original number of months to stated maturity; (vi) the number of months remaining to stated maturity from the Cut-off Date; (vii) the original Loan-to-Value Ratio; (viii) the original principal balance of the Mortgage Loan; (ix) the unpaid principal balance of the Mortgage Loan as of the close of business on the Cut-off Date; (x) the Mortgage Rate; and (xi) the amount of the current Monthly Payment.

      MORTGAGE NOTE : The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

      MORTGAGE POOL : The pool of Mortgage Loans held in the Trust Fund.

      MORTGAGE POOL PRINCIPAL BALANCE : As of any date of determination, the aggregate of the Principal Balances of each Outstanding Mortgage Loan on such date of determination less the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made, initially [        ].

      MORTGAGED PROPERTY : The property securing a Mortgage Note.

      MORTGAGE RATE : With respect to each Mortgage Loan, the per annum rate of interest borne by the Mortgage Loan, as specified in the Mortgage Note. The Mortgage Rate for any Mortgage Loan shall be zero with respect to the period prior to the period during which interest accrues with respect to such Mortgage Loan’s first Monthly Payment.

      MORTGAGOR : The obligor on a Mortgage Note.

      NET LIQUIDATION PROCEEDS : As to any Liquidated Mortgage Loan, Liquidation Proceeds net of Liquidation Expenses.

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      NET MORTGAGE RATE : With respect to each Mortgage Loan, a per annum rate of interest for the applicable period equal to the Mortgage Rate less (i) the Servicing Fee Rate and (ii) in the case of a substitute Mortgage Loan, any excess of the Mortgage Rate on the substitute Mortgage Loan over the Mortgage Rate on the removed Mortgage Loan.

      NON-DISCOUNT MORTGAGE LOANS : The Mortgage Loans having a Net Mortgage Rate in excess of the Remittance Rate.

      NON-MERS MORTGAGE LOAN : Any Mortgage Loan other than a MERS Mortgage Loan.

      NON-PO ALLOCATED AMOUNT : At the time of any determination, the amount derived by (i) multiplying the Principal Balance of each Outstanding Mortgage Loan on such date of determination by the Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the results.

      NON-PO CLASS 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-13, Class A-R and Class A-X Certificates, referred to collectively.

      NON-PO CLASS A OPTIMAL PRINCIPAL AMOUNT : With respect to any Distribution Date, the lesser of (a) the Non-PO Class A Principal Balance and (b) the sum of:

     (i) the Non-PO Class A Percentage of the applicable Non-PO Percentage of the principal portion of all Monthly Payments, whether or not received, which were due during the related Due Period on Mortgage Loans which were outstanding during such Due Period;

     (ii) the Non-PO Class A Prepayment Percentage of the applicable Non-PO Percentage of all Principal Prepayments made on any Mortgage Loan during the related Principal Prepayment Period;

     (iii) with respect to each Mortgage Loan not described in (iv) below, the Non-PO Class A Percentage of the applicable Non-PO Percentage of the principal portion of all Insurance Proceeds, condemnation awards and any other cash proceeds from a source other than the applicable Mortgagor, to the extent required to be deposited in the Collection Account pursuant to Section 5.08(iv) and (v), which were received during the related Principal Prepayment Period, net of related unreimbursed Servicing Advances and net of any portion thereof which, as to any such Mortgage Loan, constitutes Late Collections that have been the subject of an Advance on any prior Distribution Date;

     (iv) with respect to each Mortgage Loan which has become a Liquidated Mortgage Loan during the related Principal Prepayment Period, the lesser of (A) the Non-PO Class A Percentage of the applicable Non-PO Percentage of an amount equal to the Principal Balance of such Liquidated Mortgage Loan as of the Due Date immediately preceding the date on which it became a Liquidated Mortgage Loan and (B) the Non-PO Class A Prepayment Percentage of the applicable Non-PO Percentage of the Net Liquidation Proceeds with respect to such liquidated Mortgage Loan (net of any unreimbursed Advances);

     (v) with respect to each Mortgage Loan repurchased during the related Principal Prepayment Period pursuant to Sections 2.02, 3.01, 5.21 or 11.01, an amount equal to the Non-PO Class A Prepayment Percentage of the applicable Non-PO Percentage of the principal portion of the Purchase Price (net of amounts with respect to which a distribution of principal has previously been made to the Non-PO Class A Certificateholders); and

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     (vi) on or after the Credit Support Depletion Date, the excess of the Non-PO Class A Principal Balance (calculated after giving effect to reductions thereof on such Distribution Date with respect to the amounts described in (i) — (v) above) over the Non-PO Allocated Amount, if any, as of the preceding Distribution Date.

      NON-PO CLASS A PERCENTAGE : As of any Distribution Date, a fraction, expressed as a percentage (which shall never exceed 100%), the numerator of which is the Non-PO Class A Principal Balance and the denominator of which is the Non-PO Allocated Amount as of the immediately preceding Due Date.

      NON-PO CLASS A PREPAYMENT PERCENTAGE : As of any Distribution Date up to and including the Distribution Date in January 2012, 100%; as of any Distribution Date during the first year thereafter, the Non-PO Class A Percentage plus 70% of the Subordinated Percentage for such Distribution Date; as of any Distribution Date during the second year thereafter, the Non-PO Class A Percentage plus 60% of the Subordinated Percentage for such Distribution Date; as of any Distribution Date during the third year thereafter, the Non-PO Class A Percentage plus 40% of the Subordinated Percentage for such Distribution Date; as of any Distribution Date during the fourth year thereafter, the Non-PO Class A Percentage plus 20% of the Subordinated Percentage for such Distribution Date; and as of any Distribution Date after the fourth year thereafter, the Non-PO Class A Percentage; provided that if the Non-PO Class A Percentage as of any such Distribution Date is greater than the Non-PO Class A Percentage on the first Distribution Date, the Non-PO Class A Prepayment Percentage shall be 100%; and provided further that whenever the Non-PO Class A Percentage equals 0%, the Non-PO Class A Prepayment Percentage shall equal 0%; and provided further, however, that no reduction of the Non-PO Class A Prepayment Percentage below the level in effect for the most recent period shall occur with respect to any Distribution Date unless, as of the last day of the month preceding such Distribution Date, (A) the aggregate outstanding Principal Balance of the Outstanding Mortgage Loans 60 days or more delinquent (including Mortgage Loans in foreclosure and with respect to which the related Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) has been acquired by the Trust Fund) does not exceed 50% of the aggregate Outstanding Certificate Balance of the Subordinated Certificates as of such date and (B) cumulative Realized Losses through the last day of the month preceding such Distribution Date (including Nonrecoverable Advances) do not exceed (i) if such Distribution Date occurs in the year beginning with and including the fifth anniversary of the first Distribution Date, 30% of the Original Subordinated Principal Balance, (ii) if such Distribution Date occurs in the year beginning with and including the sixth anniversary of the first Distribution Date, 35% of the Original Subordinated Principal Balance, (iii) if such Distribution Date occurs in the year beginning with and including the seventh anniversary of the first Distribution Date, 40% of the Original Subordinated Principal Balance, (iv) if such Distribution Date occurs in the year beginning with and including the eighth anniversary of the first Distribution Date, 45% of the Original Subordinated Principal Balance and (v) if such Distribution Date occurs in the year beginning with and including the ninth anniversary of the first Distribution Date and thereafter, 50% of the Original Subordinated Principal Balance.

      NON-PO CLASS A PRINCIPAL BALANCE : As of any Distribution Date, (a) the Non-PO Class A Principal Balance for the immediately preceding Distribution Date less (b) amounts distributed (or deemed distributed) to the Class A Certificateholders on such preceding Distribution Date allocable to principal (including the principal portion of Advances of the Servicer made pursuant to Section 6.03) and Realized Losses allocated to the Class A Certificates pursuant to Section 6.04; provided that the Non-PO Class A Principal Balance on the first Distribution Date shall be the Original Non-PO Class A Principal Balance.

      NON-PO CLASS A PRINCIPAL PAYMENT RULES :

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     (I) With respect to any Distribution Date up to and including the Credit Support Depletion Date, distributions to the Non-PO Class A Certificateholders pursuant to Section 6.01(I)(b)(ii)(A) shall be made in the following amounts and priority:

First, to the Class A-R Certificates, until the Outstanding Certificate Principal Balance of such Class has been reduced to zero;

Second , to the Class A-5 and Class A-6 Certificates, pro rata, based upon their Outstanding Certificate Principal Balances, up to the Class A-5 and Class A-6 Lockout Principal Distribution Amount;

Third , to the Class A-11, Class A-12 and Class A-7 Certificates, as follows:

     (1) first, to the Class A-11 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balance of the Class A-11 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is [        ] and the denominator of which is [        ], up to the Class A-11 and Class A-12 Lockout Principal Distribution Amount;

     (2) second, to the Class A-12 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balance of the Class A-12 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is [        ] and the denominator of which is [        ], up to the Class A-11 and Class A-12 Lockout Principal Distribution Amount;

Fourth , on or after the Distribution Date in February 2008, to the Class A-8, Class A-9, Class A-10 and Class A-13 Certificates, up to an aggregate amount equal to the lesser of (x) $[        ] and (y) an amount equal to [        ]% of the amount remaining pursuant to clause Third above, as follows:

     (1) first, to the Class A-8, Class A-9 and Class A-13 Certificates, pro rata, based upon the Outstanding Certificate Principal Balances of the Class A-8 and Class A-9 Certificates and, with respect to the Class A-13 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-9 Certificates multiplied by a fraction the numerator of which is [        ] and the denominator of which is [        ] (such amount, the "Class A-9 and Class A-13 Exchangeable Amount") until the Outstanding Certificate Principal Balance of the Class A-8 and the Class A-9 Certificates and the Class A-9 and Class A-13 Exchangeable Amount has been reduced to zero;

     (2) second, to the Class A-10 Certificates and Class A-13 Certificates, pro rata, based upon the Outstanding Certificate Principal Balance of the Class A-10 Certificates and, with respect to the Class A-13 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-13 Certificates multiplied by a fraction the numerator of which is (i) the product of (a) [        ] multiplied by (b) a fraction, the numerator of which is 27,788,766 and the denominator of which is [        ] and the denominator of which is (ii) [        ] (such amount, the "Class A-10 and Class A-13 Exchangeable Amount"), until the Outstanding Certificate Principal Balance of the Class A-10 Certificates and the Class A-10 and Class A-13 Exchangeable Amount has been reduced to zero;

Fifth, to the Class A-1, Class A-3 and Class A-4 Certificates, pro rata, based upon their Outstanding Certificate Principal Balances, until the Outstanding Certificate Principal Balance of each such Class has been reduced to zero;

Sixth , to the Class A-8, Class A-9, Class A-10 and Class A-13 Certificates, as follows:

     (1) first, to the Class A-8, Class A-9 and Class A-13 Certificates, pro rata, based upon the Outstanding Certificate Principal Balances of the Class A-8 and Class A-9 Certificates and, with respect to the Class A-13 Certificates, the Class A-9 and Class A-13 Exchangeable Amount until the Outstanding Certificate Principal Balance of the Class A-8 and the Class A-9 Certificates and the Class A-9 and Class A-13 Exchangeable Amount has been reduced to zero;

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     (2) second, to the Class A-10 Certificates and Class A-13 Certificates, pro rata, based upon the Outstanding Certificate Principal Balance of the Class A-10 Certificates and, with respect to the Class A-13 Certificates, the Class A-10 and Class A-13 Exchangeable Amount, until the Outstanding Certificate Principal Balance of the Class A-10 Certificates and the Class A-10 and Class A-13 Exchangeable Amount has been reduced to zero;

      Seventh, to the Class A-11, Class A-12 and Class A-7 Certificates, as follows:

     (1) first, to the Class A-11 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balances of the Class A-11 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is [        ] and the denominator of which is [        ] (such amount, the "Class A-11 and Class A-7 Exchangeable Amount") until the Outstanding Certificate Principal Balance of the Class A-11 Certificates and the Class A-11 and Class A-7 Exchangeable Amount has been reduced to zero;

     (2) second, to the Class A-12 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balances of the Class A-12 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is [        ] and the denominator of which is [        ] (such amount, the "Class A-12 and Class A-7 Exchangeable Amount") until the Outstanding Certificate Principal Balance of the Class A-12 Certificates and the Class A-12 and Class A-7 Exchangeable Amount has been reduced to zero; and

      Eighth , to the Class A-5 and Class A-6 Certificates, pro rata, based upon their Outstanding Certificate Principal Balances, until the Outstanding Certificate Principal Balance of each such Class has been reduced to zero.

     (II) With respect to any Distribution Date after the Credit Support Depletion Date, distributions that would otherwise be made pursuant to Section 6.01(I)(b)(ii)(A) shall be made pro rata among the outstanding Classes of Non-PO Class A Certificates in relation to the respective Outstanding Certificate Principal Balances of such outstanding Classes, and not in accordance with the priority of payments among such Classes set forth in clause (I) above.

      NON PO PERCENTAGE : With respect to each Mortgage Loan, the fraction, expressed as a percentage (but not greater than 100%), the numerator of which equals the applicable Net Mortgage Rate and the denominator of which equals the Remittance Rate.

      NON-PO SCHEDULED PRINCIPAL AMOUNT : An amount equal to the Non-PO Percentage of the principal portion of all Monthly Payments whether or not received, which were due on the related Due Date on outstanding Mortgage Loans as of such Due Date.

      NON-PO UNSCHEDULED PRINCIPAL AMOUNT : An amount equal to the sum of (a) the applicable Non-PO Percentage of all Principal Prepayments received during the related Principal Prepayment Period; (b) with respect to each Mortgage Loan not described in (c) below, an amount equal to the applicable Non-PO Percentage of the sum of the principal portion of all Insurance Proceeds, condemnation awards and any other cash proceeds from a source other than the Mortgagor, to the extent required to be deposited in the Collection Account, which were received during the related Principal Payment Period, net of related unreimbursed Servicing Advances and net of any portion thereof which, as to any Mortgage Loan, constitutes a Late Collection with respect to which an Advance has previously been made; (c) with respect to each Mortgage Loan which has become a Liquidated Mortgage Loan during the related Principal Prepayment Period, an amount equal to the lesser of (i) the applicable Non-PO Percentage of an amount equal to the Principal Balance of such Mortgage Loan (net of Advances with respect to principal) as to the Due Date immediately preceding the date on which it became a Liquidated

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Mortgage Loan and (ii) the applicable Non-PO Percentage of the net liquidation proceeds, in any, with respect to such Liquidated Mortgage Loan (net of any unreimbursed Advances); and (d) with respect to each Mortgage Loan repurchased during the related Principal Prepayment Period, an amount equal to the applicable Non-PO Percentage of the principal portion of the purchase price thereof.

      NONRECOVERABLE ADVANCE : Any Advance previously made or proposed to be made in respect of a Mortgage Loan by the Servicer pursuant to Section 6.03 which, in the good faith judgment of the Servicer, will not or, in the case of a proposed Advance, would not, ultimately be recoverable by the Servicer from Late Collections or otherwise. The determination by the Servicer that it has made, or would be making, a Nonrecoverable Advance shall be evidenced by a certificate of a Servicing Officer of the Servicer delivered to the Trustee, any co-trustee and the Depositor and detailing the reasons for such determination.

      OFFICERS’ CERTIFICATE : A certificate signed by two of the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President, the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries or any other duly authorized officer of the Depositor or the Servicer, and delivered to the Trustee.

      OPINION OF COUNSEL : A written opinion of counsel, who may be counsel for the Depositor or the Servicer and who is reasonably acceptable to the Trustee.

      ORIGINAL CERTIFICATE PRINCIPAL BALANCE : With respect to any Class of Certificates, the amount specified for such Class or Component in Section 4.01(d).

      ORIGINAL CREDIT SUPPORT : With respect to any Class of Subordinated Certificates (other than the Class B-5 Certificates), the level of Credit Support indicated below:

      ORIGINAL SUBORDINATED PRINCIPAL BALANCE : The aggregate of the Original Class M Principal Balance and the Original Class B Principal Balance.

      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE : With respect to any Class of Certificates (other than the Class A-2 and Class A-X Certificates) and any Distribution Date, the Original Certificate Principal Balance of such Class minus the sum of (i) any distributions of principal made on such Class prior to such Distribution Date and (ii) any Realized Losses allocated to such Class prior to such Distribution Date; provided, however, that on any Distribution Date on which a Subsequent

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Recovery is distributed, the Outstanding Certificate Principal Balance of any Class of Certificates then outstanding for which any Realized Loss has been applied will be increased, in order of seniority, by an amount equal to the lesser of (i) the amount the Class of Certificates has been reduced by any Realized Losses which have not been previously offset by any Subsequent Recovery pursuant to this proviso and (ii) the total amount of any Subsequent Recovery distributed on such date to Certificateholders (as reduced (x) by increases in the Outstanding Certificate Principal Balance of more senior Classes of Certificates on such Distribution Date and (y) to reflect a proportionate amount of what would (but for this clause (y)) have been the increases in the Outstanding Certificate Principal Balance of Classes of Certificates of equal seniority on such Distribution Date); provided, further, however, that (I) with respect to the Class of Class B Certificates then outstanding having the highest numerical class designation, the Outstanding Certificate Principal Balance of such Class shall equal the excess of the Mortgage Pool Principal Balance (excluding the PO Allocated Amount) (together with the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the sum of the Outstanding Certificate Principal Balances of all Classes of Certificates (other than the Class A-P Certificates and Class of Class B Certificates then outstanding having the highest numerical class designation); and (II) during such time as the Outstanding Certificate Principal Balance of the Class B-1 Certificates equals zero, with respect to the Class of Class M Certificates then outstanding having the highest numerical class designation (for the purposes of this paragraph, the Class M-1 Certificates shall be deemed to have a higher numerical class designation than the Class A-M Certificates), the Outstanding Certificate Principal Balance of such Class shall equal the excess of the Mortgage Pool Principal Balance (excluding the PO Allocated Amount) (together with the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made) over the sum of the Outstanding Certificate Principal Balances of all Classes of Certificates (other than the Class A-P Certificates and the Class of Class M Certificates then outstanding having the highest numerical class designation); and provided, further, however, that the Outstanding Certificate Principal Balances of the Exchangeable Initial Certificates and the Exchangeable Certificates shall vary based upon which exchanges, if any, have taken place pursuant to the terms of Section 3.02 of the Trust Agreement.

      OUTSTANDING MORTGAGE LOAN : As to any Distribution Date, a Mortgage Loan which was not paid in full during the related or any previous Principal Prepayment Period, which did not become a Liquidated Mortgage Loan during the related or any previous Principal Prepayment Period and which was not repurchased under Sections 2.02, 3.01, 5.01, 5.21 or 11.01 during the related or any previous Principal Prepayment Period.

      PASS-THRU ENTITY : A "Pass-Thru Entity" as defined in Section 860E(e)(6) of the Code.

      PAYING AGENT : The Person appointed by the Trustee as Paying Agent pursuant to Section 4.05.

      PERCENTAGE INTEREST : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made hereunder, such percentage interest being equal, with respect to any Class, to the percentage obtained by dividing the Outstanding Certificate Principal Balance (or the Class A-2 Notional Amount and Class A-X Notional Amount in the case of the Class A-2 and Class A-X Certificates, respectively) of such Certificate by the aggregate of the Outstanding Certificate Principal Balances (or the Class A-2 Notional Amount and Class A-X Notional Amount in the case of the Class A-2 and Class A-X Certificates, respectively) of all the Certificates of such Class and with respect to all Certificates, the percentage obtained by dividing the Outstanding Certificate Principal Balance of such Certificate by the aggregate of the Outstanding Certificate Principal Balances of all the Certificates.

      PERMITTED ACTIVITIES : The primary activities of the Trust created pursuant to this Agreement which shall be: (i) holding Mortgage Loans transferred from the Depositor and other assets of

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the Trust Fund, including any credit enhancement and passive derivative financial instruments that pertain to beneficial interests issued or sold to parties other than the Depositor, its Affiliates, or its agents; (ii) issuing certificates and other interests in the assets of the Trust Fund; (iii) receiving collections on the Mortgage Loans and making payments on such certificates and interests in accordance with the terms of this Agreement; and (iv) engaging in other activities that are necessary or incidental to accomplish these limited purposes, which activities cannot be contrary to the status of the Trust Fund as a qualified special purpose entity under existing accounting literature.

      PERSON : Any individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

      PO ALLOCATED AMOUNT : At the time of any determination, the amount derived by (i) multiplying the outstanding Principal Balance of each Discount Mortgage Loan on such date of determination by the PO Percentage with respect to such Discount Mortgage Loan and (ii) summing the results.

      PO PERCENTAGE : The PO Percentage with respect to each Mortgage Loan as identified on the Mortgage Loan Schedule, such percentage being equal to the fraction, expressed as a percentage (but not less than 0%), the numerator of which equals the excess of the Remittance Rate over the applicable Net Mortgage Rate and the denominator of which equals the Remittance Rate.

      PLAN : As defined in Section 4.02(d)(i).

      PRIMARY INSURANCE POLICY : Each primary policy of mortgage guaranty insurance or any replacement policy therefor referred to in Section 5.15 hereof.

      PRINCIPAL BALANCE : At the time of any determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut-off Date (after deduction of all principal payments due on or before the Cut-off Date whether or not paid) (or, in the case of a substitute Mortgage Loan included in the Trust Fund pursuant to Section 3.03, the close of business as of the date of substitution) reduced by all amounts previously distributed to Certificateholders that are allocable to payments of principal on such Mortgage Loan (including the principal portion of Advances of the Servicer made pursuant to Section 6.03).

      PRINCIPAL PREPAYMENT : Any payment or other recovery of principal on a Mortgage Loan (other than Late Collections) which is received other than as part of a monthly payment; provided, however, that the term Principal Prepayment does not include Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries, condemnation awards or other cash proceeds from a source other than the applicable Mortgagor.

      PRINCIPAL PREPAYMENT PERIOD : With respect to any Distribution Date, the period beginning on the first day of the month preceding the month in which such Distribution Date occurs and ending on the last day of such month.

      PTCE : As defined in Section 4.02(d)(i).

      PURCHASE PRICE : With respect to any Mortgage Loan required to be purchased on any date pursuant to Section 2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal to the sum of (a) 100% of the Principal Balance thereof, (b) unpaid accrued interest at the Mortgage Rate thereon from the Due Date on which interest was last paid by the Mortgagor or Advanced by the Servicer to the Due Date next following the date of repurchase, (c) the aggregate of any unreimbursed Advances and any unreimbursed

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Servicing Advances and (d) any unreimbursed costs, penalties and/or damages incurred by the Trust Fund and/or the Trustee in connection with any violation relating to such Mortgage Loan of any predatory or abusive lending law.

      QUALIFIED INSURER : An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided, approved as an insurer by FNMA and FHLMC and whose claims-paying ability is rated in the two highest rating categories by S&P, Moody’s and Fitch with respect to primary mortgage insurance and in the two highest rating categories for general policyholder rating and financial performance index rating by A.M. Best Company or its successor in interest with respect to hazard and flood insurance.

      RATE ADJUSTMENT DATE : The second LIBOR Business Day prior to the first day of each Interest Accrual Period after the initial Interest Accrual Period.

      RATE CAP CEILING : With respect to the Class A-1 Yield Maintenance Agreement and the applicable Distribution Date, the rate specified in Exhibit U under the heading "Ceiling" for that Distribution Date; with respect to the Class A-3 Yield Maintenance Agreement and the applicable Distribution Date, the rate specified in Exhibit U-1 under the heading "Ceiling" for that Distribution Date; and with respect to the Class A-4 Yield Maintenance Agreement and the applicable Distribution Date, the rate specified in Exhibit U-2 under the heading "Ceiling" for that Distribution Date.

      RATING AGENCY : Any nationally recognized statistical rating organization, or its successor, that rated one or more Classes of Certificates at the request of the Depositor at the time of the initial issuance of the Certificates. If such organization or a successor is no longer in existence, "Rating Agency" shall be such nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee and the Servicer. References herein to the two highest long-term debt rating categories of a Rating Agency shall mean AA or better in the case of S&P and Fitch Ratings and Aa or better in the case of Moody’s.

      REALIZED LOSS : With respect to (i) a Liquidated Mortgage Loan, the amount, if any, by which the unpaid Principal Balance and accrued interest thereon at a rate equal to the Net Mortgage Rate exceeds the amount actually recovered by the Servicer with respect thereto (net of reimbursement of Advances and Servicing Advances) at the time such Mortgage Loan became a Liquidated Mortgage Loan or (ii) with respect to a Mortgage Loan which is not a Liquidated Mortgage Loan, any amount of principal that the Mortgagor is no longer legally required to pay (except for the extinguishment of debt that results from the exercise of remedies due to default by the Mortgagor).

      REALIZED LOSS INTEREST SHORTFALL : The meaning specified in Section 6.05(c).

      RECORD DATE : With respect to each Class of Certificates (other than the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates), the close of business of the last Business Day of the month preceding the month of the related Distribution Date. With respect to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the close of business on the business day immediately preceding the related Distribution Date.

      REFERENCE BANKS : Four major banks in the London interbank market selected by the Counterparty.

      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,

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Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

      RELEVANT MORTGAGE LOAN : The meaning specified in Section 5.01.

      RELIEF ACT : The Servicemembers Civil Relief Act or the California Military and Veterans Code, as amended, or any other similar state or local law.

      REMIC : A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code. References herein to "a REMIC" or "the REMICs" shall mean one or all, as the context requires, of the REMICs created hereunder.

      REMIC POOL : Each of the Lower-Tier REMIC and the Upper-Tier REMIC.

      REMIC PROVISIONS : Provisions of the federal income tax law relating to REMICs which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department of the Treasury temporary, proposed or final regulations and rulings promulgated thereunder, as the foregoing are in effect (or with respect to proposed regulations, are proposed to be in effect) from time to time.

      REMIC REPORTING AGENT : As defined in Section 7.02(b).

      REMITTANCE RATE : 6.00% per annum.

      REPURCHASE PROCEEDS : All proceeds of any Mortgage Loan or property acquired in respect thereof repurchased pursuant to Section 2.02, 3.01, 5.01, 5.21 or 11.01.

      RESERVE FUND : As defined in Section 5.29.

      RESIDUAL INTEREST : The interest represented by (i) amounts, if any, remaining in the Collection Account following termination of the Trust Fund after payments to the Class A Certificateholders (other than the Class A-R Certificateholders), the Class M Certificateholders and the Class B Certificateholders and (ii) amounts paid in respect of principal and accrued interest on the Class A-R Certificates, other than, in the case of both (i) and (ii), amounts attributable to the Class LT-R Interest.

      RESPONSIBLE OFFICER : When used with respect to the Trustee, any senior vice president, any vice president, any assistant vice president, any senior trust officer, any trust officer or any other officer of the Trustee in its Agency & Trust Office customarily performing functions similar to those performed by any of the above designated officers.

      S&P : Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its successor in interest.

      SALE AGREEMENT : The Mortgage Loan Sale Agreement dated as of January 1, 2007 between the Depositor and CHF.

      SARBANES-OXLEY CERTIFICATION : The meaning specified in Section 5.24(f).

      SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan as of any Distribution Date, the unpaid principal balance of such Mortgage Loan as specified in the amortization schedule at the time relating thereto (before any adjustment to such schedule by reason of bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) as of the Due Date in the month

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preceding the month of such Distribution Date, or as the Cut-off Date, with respect to the first (1st) Distribution Date, after giving effect to any previously applied prepayments, the payment of principal due on such first day of the month and any reduction of the principal balance of such Mortgage Loan by a bankruptcy court, irrespective of any delinquency in payment by the related Mortgagor.

      SECTION 302 REQUIREMENTS : Any rules or regulations promulgated pursuant to the Sarbanes-Oxley Act of 2002 (as such may be amended from time to time).

      SECURITIES ACT: The Securities Act of 1933, as amended.

      SELLER : CHF.

      SERVICER : Chase or any successor under this Agreement.

      SERVICING ADVANCES : All customary, reasonable and necessary "out of pocket" costs and expenses incurred in the performance by the Servicer of its servicing obligations and which are "unanticipated expenses" (within the meaning of Treasury regulations section 1.860G-1(b)(3)(ii)) including, but not limited to, the cost of (i) the preservation, restoration and protection of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) if the Mortgaged Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) is acquired in satisfaction of the Mortgage, (iv) taxes and assessments on the Mortgaged Properties subject to the Mortgage Loans and (v) compliance with the obligations under Section 5.21.

      SERVICING CRITERIA : The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

      SERVICING FEE : The amount of the monthly fee paid for the servicing of the Mortgage Loans, equal to, as of any Distribution Date, with respect to each Mortgage Loan, one-twelfth of the Servicing Fee Rate of the Principal Balance thereof as of the Determination Date in the preceding month, subject to adjustment as provided in Section 6.05. The Servicing Fee shall be payable only at the time of and with respect to those Mortgage Loans for which payment is in fact made of the entire amount of the Monthly Payments that shall have come due and only at the time such Monthly Payment shall be made. The right to receive the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payments (or the interest portion of any Principal Prepayment in full) collected by the Servicer, or as otherwise provided under Section 5.09 or 5.23.

      SERVICING FEE RATE : 0.2560% per annum.

      SERVICING OFFICER : Any officer of the Servicer or any Sub-Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a written certificate listing servicing officers furnished to the Trustee by the Servicer on or prior to the Closing Date, and signed on behalf of the Servicer or any Sub-Servicer by its President, any Vice President or its Treasurer, as such certificate may from time to time be amended.

      SFAS 140 : Statement of Financial Accounting Standard No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities dated September 2000, published by the Financial Accounting Standards Board of the Financial Accounting Foundation.

      SIMILAR LAW: The meaning specified in Section 4.02(d).

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      SINGLE CERTIFICATE : A Certificate of any Class that evidences the smallest permissible original denomination for such Class of Certificates as specified in Section 4.01(d).

      SPECIAL HAZARD AMOUNT : Initially, [        ]. As of the first anniversary of the Cut-off Date, the Special Hazard Amount shall be reduced, but not increased, to the lesser of (i) the initial Special Hazard Amount less the sum of all amounts allocated to the Subordinated Certificates in respect of Special Hazard Losses on the Mortgage Loans during such year or (ii) the Adjustment Amount for such anniversary. As of each subsequent anniversary of the Cut-off Date, the Special Hazard Amount shall be reduced, but not increased, to the lesser of (i) the Special Hazard Amount on the immediately preceding anniversary of the Cut-off Date less the sum of all amounts allocated to the Subordinated Certificates in respect of Special Hazard Losses on the Mortgage Loans during such year and (ii) the Adjustment Amount for such anniversary. The "Adjustment Amount" with respect to each anniversary of the Cut-off Date will be equal to 1.00% multiplied by the aggregate outstanding Principal Balance of the Mortgage Loans.

      SPECIAL HAZARD LOSS : With respect to any Mortgage Loan, any Realized Loss or portion thereof resulting from direct physical loss or damage to the related Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), which is not insured against under the Standard Hazard Policy required to be maintained hereunder.

      STANDARD HAZARD POLICY : Each standard hazard insurance policy or replacement therefor referred to in Section 5.16.

      STARTUP DAY : The meaning specified in Section 2.04(a).

      STRIPPED INTEREST RATE : With respect to each Non-Discount Mortgage Loan, the excess, if any, of the Net Mortgage Rate of such Non-Discount Mortgage Loan over the Remittance Rate.

      SUBCONTRACTOR : Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans as determined by and under the direction or authority of the Servicer or a Sub-Servicer.

      SUBORDINATED CERTIFICATES : The Class M and Class B Certificates, referred to collectively.

      SUBORDINATED OPTIMAL PRINCIPAL AMOUNT : With respect to any Distribution Date, the lesser of (a) the aggregate Outstanding Certificate Principal Balance of the Subordinated Certificates (before giving effect to any distributions of principal on such Distribution Date) and (b) (1) the sum of: (i) the Subordinated Percentage of the applicable Non-PO Percentage of the principal portion of all Monthly Payments, whether or not received, which were due during the related Due Period on Mortgage Loans which were outstanding during such Due Period; (ii) the Subordinated Prepayment Percentage of the applicable Non-PO Percentage of all Principal Prepayments made on any Mortgage Loans during the related Principal Prepayment Period; (iii) with respect to each Mortgage Loan not described in (iv) below, the Subordinated Percentage of the applicable Non-PO Percentage of the principal portion of all Insurance Proceeds, condemnation awards and any other cash proceeds from a source other than the applicable Mortgagor, to the extent required to be deposited in the Collection Account pursuant to Section 5.08(iv) and (v), which were received during the related Principal Prepayment Period, net of related unreimbursed Servicing Advances and net of any portion thereof which, as to any such Mortgage Loan, constitutes Late Collections that have been the subject of an Advance on any prior Distribution Date; (iv) with respect to each Mortgage Loan which has become a Liquidated Mortgage Loan during the related Principal

33

Prepayment Period, an amount equal to the portion (if any) of the Net Liquidation Proceeds with respect to such Mortgage Loan (net of any unreimbursed Advances) that was not included in the Class A-P Amount or the Non-PO Class A Optimal Principal Amount with respect to such Distribution Date; and (v) with respect to each Mortgage Loan repurchased or purchased during the related Principal Prepayment Period pursuant to Sections 2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal to the Subordinated Prepayment Percentage of the applicable Non-PO Percentage of the principal portion of the Purchase Price (net of amounts with respect to which a distribution of principal has previously been made to the Subordinated Certificateholders) minus (2) the Class A-P Shortfall Amount with respect to such Distribution Date.

      SUBORDINATED PERCENTAGE : As of any Distribution Date, the difference between 100% and the Non-PO Class A Percentage.

      SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date, the difference between 100% and the Non-PO Class A Prepayment Percentage.

      SUB-SERVICER: Any Person that services Mortgage Loans on behalf of the Servicer or any Sub-Servicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB. Any Sub-Servicer shall meet the qualifications set forth in Section 5.02.

      SUB-SERVICING AGREEMENT : Any agreement between the Servicer and any Sub-Servicer, relating to servicing or administration of certain Mortgage Loans as provided in Section 5.02, in such form as has been approved by the Servicer and the Depositor.

      SUBSEQUENT RECOVERY : The amount, if any, recovered by the Servicer with respect to a Liquidated Mortgage Loan with respect to which a Realized Loss has been incurred after liquidation and disposition of such Mortgage Loan.

      SUBSTITUTE EXCESS INTEREST : As defined in Section 3.03.

      TELERATE SCREEN PAGE 3750 : The display designated as page 3750 on the Dow Jones Telerate Service or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks.

      TRUST : The Trust created pursuant to this Agreement.

      TRUST AGREEMENT : The Trust Agreement dated as of [        ], entered into by and among the Depositor, the Trustee, the Servicer and the Paying Agent for the issuance of the Exchangeable Certificates and the Exchangeable Initial Certificates.

      TRUST FUND : The corpus of the Trust consisting of (i) the Mortgage Loans, (ii) such assets as shall from time to time be identified as deposited in the Collection Account and the Certificate Account, (iii) the Trust’s rights under the Yield Maintenance Agreement, (iv) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure, (v) Standard Hazard Policies and any other insurance policies, and the proceeds thereof and (vi) any proceeds of any of the foregoing.

      TRUSTEE : The Bank of New York Trust Company, N.A., a national banking association and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor trustee at the time serving as successor trustee hereunder, appointed as herein provided.

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      UNCERTIFICATED PRINCIPAL BALANCE : With respect to any Lower-Tier REMIC Regular Interest as of any Distribution Date, the initial principal amount of such regular interest, reduced by (i) all amounts distributed on previous Distribution Dates on such regular interest with respect to principal and (ii) the principal portion of all Realized Losses allocated prior to such Distribution Date to such regular interest, and increased with respect to Subsequent Recoveries as provided in Section 2.04.

      UNCERTIFICATED REMIC INTERESTS : The rights created under this Pooling and Servicing Agreement with respect to the Class A-9, Class A-10, Class A-11 and Class A-12 Certificates (without giving effect to any issuance of Exchangeable Certificates pursuant to the terms of the Trust Agreement), which rights are deposited in the trust created pursuant to the Trust Agreement.

      UPPER-TIER REMIC : The Upper-Tier REMIC as described in Section 2.04.

      UPPER-TIER REMIC REGULAR INTERESTS : (i) Each of the Classes of Certificates (other than the Class A-R Certificate, Class A-1, Class A-3 and Class A-4 Certificates, the Exchangeable Initial Certificates and the Exchangeable Certificates), (ii) the Uncertificated REMIC Interests and (iii) the rights under the Class A-1, Class A-3 and Class A-4 Certificates other than the rights with respect to Basis Risk Shortfall Carryover Amounts.

      U.S. PERSON : A "United States Person" as defined in Section 7701(a)(30) of the Code.

      YIELD MAINTENANCE AGREEMENTS : The yield maintenance agreements described in Section 5.29 and set forth in Exhibit U, Exhibit U-1 and Exhibit U-2 hereto.

      YIELD MAINTENANCE AGREEMENT REMITTANCE DATE : The day that is two New York business days prior to each Distribution Date, provided that if such day is not a New York business day, such Yield Maintenance Agreement Remittance Date shall be the next preceding New York business day.

[END OF ARTICLE I]

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; TRUST FUND

     Section 2.01 Conveyance of Mortgage Loans . The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and convey to the Trustee without recourse all the right, title and interest of the Depositor in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans on or after the Cut-off Date (other than Monthly Payments due on the Mortgage Loans on or before the Cut-off Date).

     In connection with such assignment, the Depositor does hereby deliver to, and deposit with, the Custodian on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so assigned:

     (i) With respect to each Mortgage Loan which is not a Co-op Loan:

     (A) Original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of ___, without recourse" and signed in the name of the last endorsee by an authorized officer.

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     (B) The original Mortgage (including all riders thereto) with evidence of recording thereon, or a copy thereof certified by the public recording office in which such Mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public recording office, a true certified copy of the original that was sent for recording, certified by the Seller.

     (C) The original policy of title insurance, or in the event such original title policy is unavailable a copy of the related policy (provided that use of a copy is acceptable to the related title insurance or escrow company), including riders and endorsements thereto, or if the policy has not yet been issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

     (D) Certified true copy of power of attorney sent for recording.

     (ii) With respect to each Non-MERS Mortgage Loan which is not a Co-op Loan:

     (A) The original Assignment of Mortgage to "The Bank of New York Trust Company, N.A., as trustee (Chase Mortgage Finance Corporation)," which assignment shall be in form and substance acceptable for recording, or a copy certified by the Seller as a true and correct copy of the original Assignment of Mortgage which has been sent for recordation. Subject to the foregoing, such assignments may, if permitted by law, be by blanket assignments for Mortgage Loans covering Mortgaged Properties situated within the same county. If the Assignment of Mortgage is in blanket form, a copy of the Assignment of Mortgage shall be included in the related individual Mortgage File.

     (B) The original policy of title insurance, or in the event such original title policy is unavailable a copy of the related policy (provided that use of a copy is acceptable to the related title insurance or escrow company), including riders and endorsements thereto, or if the policy has not yet been issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

     (C) Originals of all recorded intervening Assignments of Mortgage, or copies thereof, certified by the public recording office in which such Assignments or Mortgage have been recorded showing a complete chain of title from the originator to the Depositor, with evidence of recording, thereon, or a copy thereof certified by the public recording office in which such Assignment of Mortgage has been recorded or, if the original Assignment of Mortgage has not been returned from the applicable public recording office, a true certified copy, certified by the Seller of the original Assignment of Mortgage together with a certificate of the Seller certifying that the original Assignment of Mortgage has been delivered for recording in the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located.

     (D) Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such document has not been returned from the applicable public recording office, a true certified copy, certified by the Seller, of such original document together with certificate of Seller certifying the original of such document has been delivered for recording in the appropriate recording office of the jurisdiction in which the Mortgaged Property is located.

     (E) If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been signed by a Person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction where the Mortgaged Property is located (or, in lieu thereof, a duplicate or conformed copy of such instrument, together with a

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certificate of receipt from the recording office, certifying that such copy represents a true and complete copy of the original and that such original has been or is currently submitted to be recorded in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located), or if the original power of attorney or other such instrument has been delivered for recording in the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located, a copy of any applicable power of attorney.

(iii) With respect to each Co-op Loan:

     If in connection with any Mortgage Loan which is not a Co-op Loan the Depositor cannot deliver the Mortgage, Assignments of Mortgage, or assumption, consolidation or modification agreement, as the case may be, with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of a delay caused by the public recording office where such Mortgage, Assignments of Mortgage, or assumption, consolidation or modification agreement, as the case may be, has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee

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written notice stating that such Mortgage, Assignments of Mortgage, or assumption, consolidation or modification agreement, as the case may be, has been delivered to the appropriate public recording office for recordation. Thereafter, the Depositor shall deliver or cause to be delivered to the Trustee such Mortgage, Assignments of Mortgage, or assumption, consolidation or modification agreement, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office.

     With respect to any Non-MERS Mortgage Loans which are not Co-op Loans, and as to which the related Mortgaged Property is located in Florida, the Servicer shall cause to be recorded in the appropriate public recording office for real property records each Assignment of Mortgage referred to in this Section 2.01 as soon as practicable. With respect to any Non-MERS Mortgage Loans which are not Co-op Loans as to which the related Mortgaged Property is located outside of Florida, the Servicer shall not be obligated to cause to be recorded the Assignment of Mortgage referred to in this Section 2.01. With respect to Co-op Loans as to which the related dwelling unit is located in Florida, the Servicer shall cause to be filed in the appropriate filing office the Form UCC-3 referred to in this Section 2.01 as soon as practicable. With respect to any Co-op Loans as to which the related dwelling unit is located outside Florida, the Servicer shall not be obligated to cause to be filed the Form UCC-3 referred to in this Section 2.01. While each such Assignment of Mortgage or Form UCC-3 is being recorded or filed, as applicable, the Servicer shall deliver to the Trustee a photocopy of such document. If any such Assignment of Mortgage or Form UCC-3 is returned unrecorded or unfiled to the Servicer because of any defect therein, the Servicer shall cause such defect to be cured and such document to be recorded or filed in accordance with this paragraph. The Depositor shall deliver or cause to be delivered each such original recorded or filed Assignment of Mortgage and intermediate assignment or Form UCC-3 to the Trustee within 270 days of the Closing Date or shall deliver to the Trustee on or before such date an Officer’s Certificate stating that such document has been delivered to the appropriate public recording or filing office for recording or filing, but has not been returned solely because of a delay caused by such recording or filing office. In any event, the Depositor shall use all reasonable efforts to cause each such document with evidence of recording or filing thereon to be delivered to the Trustee within 300 days of the Closing Date.

     With respect to each MERS Mortgage Loan, the Trustee, at the expense of the Depositor and at the direction and with the cooperation of the Servicer, shall cause to be taken such actions as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

     The ownership of each Mortgage Note, the Mortgage and the contents of the related Mortgage File is vested in the Trustee. Neither the Depositor nor the Servicer shall take any action inconsistent with such ownership and shall not claim any ownership interest therein. The Depositor and the Servicer shall respond to any third party inquiries with respect to ownership of the Mortgage Loans by stating that such ownership is held by the Trustee on behalf of the Certificateholders. Mortgage documents relating to the Mortgage Loans not delivered to the Trustee are and shall be held in trust by the Servicer or any Sub-Servicer, for the benefit of the Trustee as the owner thereof, and the Servicer’s or such Sub-Servicer’s possession of the contents of each Mortgage File so retained is for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Servicer or such Sub-Servicer is in a custodial capacity only. The Depositor agrees to take no action inconsistent with the Trustee’s ownership of the Mortgage Loans, to promptly indicate to all inquiring parties that the Mortgage Loans have been sold and to claim no ownership interest in the Mortgage Loans. Each Mortgage File and the mortgage documents relating to the Mortgage Loans contain proprietary business information of the Servicer and its customers. The Trustee and the Depositor agree that they will not use such information for business purposes without the express written consent of the Servicer and that all such information shall be kept strictly confidential.

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     It is the intention of this Agreement that the conveyance of the Depositor’s right, title and interest in and to the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan. If a conveyance of Mortgage Loans from the Seller to the Depositor is characterized as a pledge and not a sale, then the Depositor shall be deemed to have transferred to the Trustee all of the Depositor’s right, title and interest in, to and under the obligations of the Seller deemed to be secured by said pledge; and it is the intention of this Agreement that the Depositor shall also be deemed to have granted to the Trustee a first priority security interest in all of the Depositor’s right, title, and interest in, to and under the obligations of the Seller to the Depositor deemed to be secured by said pledge and that the Trustee shall be deemed to be an independent custodian for purposes of perfection of the security interest granted to the Depositor. If the conveyance of the Mortgage Loans from the Depositor to the Trustee is characterized as a pledge, it is the intention of this Agreement that this Agreement shall constitute a security agreement under applicable law, and that the Depositor shall be deemed to have granted to the Trustee a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Mortgage Loans, all payments of principal of or interest on such Mortgage Loans, all other rights relating to and payments made in respect of the Trust Fund, and all proceeds of any thereof. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person.

     In addition to the conveyance made in the first paragraph of this Section 2.01, the Depositor does hereby convey, assign and set over to the Trustee all of its right, title and interest in that portion of the Trust Fund described in items (ii), (iii), (iv) and (v) of the definition thereof and further assigns to the Trustee for the benefit of the Certificateholders those representations and warranties of the Seller contained in the Sale Agreement and described in Section 3.01 hereof and the benefit of the repurchase obligations of the Seller described in Sections 2.02 and 3.01 hereof and the obligations of the Seller contained in the Sale Agreement to take, at the request of the Depositor or the Trustee, all action on its part which is reasonably necessary to ensure the enforceability of a Mortgage Loan.

     The parties hereto agree and understand that it is not intended that any mortgage loan be included in the Trust that is any of (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High-Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.

     Section 2.02 Acceptance by Trustee . Except as set forth in the Exception Report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt by the Custodian on the Trustee’s behalf of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that the Custodian holds and will hold on the Trustee’s behalf such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Seller to repurchase any Mortgage Loans to which an exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee may accept delivery of such Mortgage Files by the Custodian on its behalf. The Custodian will deliver a copy of the Exception Report to the Depositor and the Trustee

     The Custodian, on the Trustee’s behalf, agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it within 270 days after the Closing Date to ascertain that all documents required by Section 2.01 have been executed and received, and that such documents relate to the

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Mortgage Loans identified in Exhibit A that have been conveyed to it. If the Custodian on the Trustee’s behalf finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Custodian on the Trustee’s behalf shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the Seller, the Trustee and the Depositor. In addition, the Custodian on the Trustee’s behalf shall also notify the Servicer, the Seller, the Trustee and the Depositor, if (a) in examining the Mortgage Files, the documentation shows on its face (i) any adverse claim, lien or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored, (iii) any evidence on the face of any Mortgage Note or Mortgage of any security interest or other right or interest therein, or (iv) any defense against or claim to the Mortgage Note by any party or (b) the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 270 days of the Closing Date; provided, however, that if the Depositor cannot deliver the original Mortgage with evidence of recording thereon because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Custodian and the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording officer for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Depositor shall request that the Seller correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 3.03, within 60 days from the date the Seller was notified of such omission or defect and, if the Seller does not correct or cure such omission or defect within such period, that the Seller purchase such Mortgage Loan from the Trustee within 90 days from the date the Depositor notified the Seller and the Trustee of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall promptly release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be necessary to vest in the Seller or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders. The Trustee shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Trustee shall keep confidential the name of each Mortgagor and shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan.

     Within 280 days of the Closing Date, the Trustee based solely on information provided to it by the Custodian shall deliver to the Depositor and the Servicer the Trustee’s Certification, substantially in the form of Exhibit G attached hereto, setting forth the status of the Mortgage Files as of such date.

     Section 2.03 Trust Fund; Authentication of Certificates . The Trustee acknowledges and accepts the assignment to it of the Trust Fund created pursuant to this Agreement in trust for the use and benefit of all present and future Certificateholders. The Trustee acknowledges the assignment to it for the benefit of the Trust Fund of the Mortgage Loans and has caused to be authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, Certificates duly authenticated by the Trustee or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent and Uncertificated REMIC Interests in authorized denominations evidencing ownership of the entire Trust Fund.

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     Section 2.04 REMIC Elections.

     (a) The Depositor hereby instructs and authorizes the Paying Agent to make appropriate elections to treat the Trust Fund as comprising two REMICs (the Lower-Tier REMIC and the Upper-Tier REMIC). This Agreement shall be construed so as to carry out the intention of the parties that each REMIC created hereunder be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The Lower-Tier REMIC shall hold as assets all property of the Trust Fund other than (i) the Lower-Tier REMIC Interests and (ii) the Yield Maintenance Agreements and the Reserve Fund. Each of the Lower-Tier REMIC Regular Interests is hereby designated a "regular interest" (within the meaning of Section 860G(a)(1) of the Code) in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Regular Interests. Each of the Upper-Tier REMIC Regular Interests is hereby designated as a "regular interest" (within the meaning of Section 860G(a)(1) of the Code) in the Upper-Tier REMIC. The Class LT-R Interest is hereby designated as the sole residual interest (within the meaning of Section 860G(a)(2) of the Code) in the Lower-Tier REMIC. The Residual Interest is hereby designated as the sole residual interest (within the meaning of Section 860G(a)(2) of the Code) in the Upper-Tier REMIC. The Class A-R Certificate evidences ownership of the Class LT-R Interest and the Residual Interest. All interests described in this Section 2.04(a) shall be designated as such on the Startup Day.

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Lower-Tier REMIC

     The following table specifies the class designation, interest rate, initial principal amount and Classes of corresponding certificates for each class of Lower-Tier REMIC Interest:

Principal and interest (disregarding payments in respect of Basis Risk Shortfall Carryover Amounts) shall be payable to, and shortfalls, losses, prepayments and increases in principal amount are allocable to, the Lower-Tier REMIC Regular Interests as such amounts are payable and allocable to the corresponding certificates under this Agreement (computed as if no Exchangeable Certificates existed and by excluding Section 6.01(I)(a)(v) hereof).

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     Section 2.05 Permitted Activities of Trust . The Trust is created for the object and purpose of engaging in the Permitted Activities.

     Section 2.06 Qualifying Special Purpose Entity . For purposes of SFAS 140, the parties hereto intend that the Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and its power and authority as stated in Section 2.05 of this Agreement shall be limited in accordance with paragraph 35 thereof.

[END OF ARTICLE II]

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE SERVICER; REPURCHASE OF MORTGAGE LOANS

     Section 3.01 Representations and Warranties of the Depositor with respect to the Mortgage Loans .

     The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders that on or before the Closing Date it has entered into the Sale Agreement with the Seller, that the Seller has made the following representations and warranties with respect to each Mortgage Loan in the Sale Agreement as of the Closing Date, which representations and warranties run to and are for the benefit of the Depositor and the Trustee for the benefit of the Certificateholders, and as to which the Depositor has assigned to the Trustee for the benefit of the Certificateholders, pursuant to Section 2.01 hereof, the right to cause the Seller to repurchase a Mortgage Loan as to which there has occurred an uncured breach of representations and warranties in accordance with the provisions of the Sale Agreement.

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     (a) The information set forth in the Mortgage Loan Schedule is complete, true and correct in all material respects;

     (b) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage creates a first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note. With respect to a Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first security interest on the related cooperative shares securing the related Mortgage Note, subject only to (a) liens of the related residential cooperative housing corporation for unpaid assessments representing the Mortgagor’s pro rata share of the related residential cooperative housing corporation’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the related security agreement. There are no liens against or security interest in the cooperative shares relating to each Co-op Loan (except for unpaid maintenance, assessments and other amounts owed to the related cooperative which individually or in the aggregate will not have a material adverse effect on such Co-op Loan), which have priority over the Trustee’s security interest in such cooperative shares;

     (c) All payments due prior to the Cut-off Date for such Mortgage Loan have been made as of the Closing Date, the Mortgage Loan is not delinquent in payment more than 30 days and has not been dishonored; to the best of the Seller’s knowledge, there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage (or, with respect to a Co-op Loan, the related Mortgagor), directly or indirectly, for the payment of any amount required by the Mortgage Loan; there has been no more than one delinquency in excess of 30 days during the preceding twelve-month period;

     (d) To the best of the Seller’s knowledge, all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable;

     (e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments. No Mortgagor has been released, in whole or in part, from the terms thereof except in connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule;

     (f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated;

     (g) With respect to a Mortgage Loan which is not a Co-op Loan, all buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer acceptable under the FNMA Guides against loss by fire, hazards of extended coverage and such other hazards as are provided for in the FNMA Guides or by FHLMC. All such standard hazard policies are in full force and

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effect and on the date of origination contained a standard mortgagee clause naming the Seller and its successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgaged Property is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to FNMA and FHLMC requirements. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;

     (h) Any and all requirements of any federal, state or local laws and all applicable predatory and abusive lending laws, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects;

     (i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission;

     (j) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including, all buildings on the Mortgaged Property. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the Appraised Value of the Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein, and the Depositor has the full right to sell and assign the same to the Trustee for the benefit of the Certificateholders;

     (k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to bankruptcy, insolvency and other laws of general application affecting the rights of creditors and the Depositor has taken all action necessary to transfer such rights of enforceability to the Trustee for the benefit of the Certificateholders. All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been duly and property executed by such parties. The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with;

     (l) The Seller is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note, except for the Assignments of Mortgage which have been sent for

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recording, and upon recordation the Seller will be the owner of record of the Mortgage and the indebtedness evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the Trust for the benefit of the Certificateholders, the Seller will retain the Mortgage File or any part thereof with respect thereto not delivered to the Trust for the benefit of the Certificateholders or its designee in trust only for the purpose of servicing and supervising the servicing of the Mortgage Loan. Immediately prior to the transfer and assignment to the Trust for the benefit of the Certificateholders, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Trustee for the benefit of the Certificateholders free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Trustee for the benefit of the Certificateholders will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest;

     (m) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage Loan is covered by an ALTA lender’s title insurance policy or other generally acceptable form of policy or insurance acceptable to FNMA or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (j) (1), (2) and (3) above) the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. Such lender’s title insurance policy insures ingress and egress by or upon the Mortgaged Property or any interest therein. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Seller, its successors and assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;

     (n) There is no default, breach, violation or event of acceleration existent, under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Seller nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration;

     (o) There are no mechanics’, or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property (or the related residential dwelling unit in the Underlying Mortgage Property, in the case of a Co-op Loan) which are or may be liens prior to or equal to the lien of the related Mortgage;

     (p) With respect to a Mortgage Loan which is not a Co-op Loan, all improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply with all applicable zoning and subdivision laws and ordinances; the Mortgaged Property is lawfully occupied under applicable law;

     (q) The Mortgage Loan complies in all material respects with all the terms, conditions and requirements of the Seller’s underwriting standards in effect at the time of origination of such Mortgage

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Loan. The Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally acceptable to FNMA or FHLMC. Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage contains the usual and enforceable provisions of the originator at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;

     (r) The Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), is not subject to any material damage by waste, fire, earthquake, windstorm, flood or other casualty. To the best of the Seller’s knowledge, at origination of the Mortgage Loan there was, and there currently is, no proceeding pending for the total or partial condemnation of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan);

     (s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (l) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (2) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and right of redemption or similar law;

     (t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale or attempted sale after default by the Mortgagor;

     (u) The Mortgage File contains an appraisal or a recertification document (in the case of a Mortgage Loan originated under CHF’s Streamlined Refinance Program) of the related Mortgaged Property (or the related residential dwelling unit in the Underlying Mortgaged Property, in the case of a Co-op Loan), signed prior to the final approval of the mortgage loan application by an appraiser approved by the Seller who had no interest, direct or indirect, in the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. The appraisal is in a form acceptable to FNMA or FHLMC;

     (v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in substantial compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), is located, and (B) (1) organized under the laws of such state, or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

     (w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security interest of any applicable agreement or chattel mortgage referred to above and such collateral does not serve as security for any other obligation;

     (x) The Mortgagor has received all disclosure materials required by applicable law with respect to the making of such mortgage loans;

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     (y) The Mortgage Loan does not contain "graduated payment" features;

     (z) The Mortgagor is not in bankruptcy and, to the best of the Seller’s knowledge, the Mortgagor is not insolvent;

     (aa) The Mortgage Loans are fixed rate mortgage loans. Each Mortgage Loan has an original term to maturity of not more than thirty (30) years with interest payable in arrears on the first day of each month. No Mortgage Loan contains terms or provisions which would result in negative amortization;

     (bb) Each Mortgage Note, each Mortgage, each Assignment of Mortgage and any other documents required pursuant to this Agreement to be delivered to the Trustee on behalf of the Certificateholders or its designee, or its assignee for each Mortgage Loan, have been, on or before the Closing Date, delivered to the Trustee on behalf of the Certificateholders or its designee, or its assignee;

     (cc) All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited;

     (dd) [Reserved];

     (ee) In the event that at origination the Mortgage Loan has a Loan-to-Value Ratio greater than 80%, the excess of the principal balance of the Mortgage Loan over 75% of the Appraised Value of the Mortgaged Property, with respect to a refinanced Mortgage Loan, or the lesser of the Appraised Value or the purchase price of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), with respect to a purchase money Mortgage Loan, is and will be insured as to payment defaults by a Primary Insurance Policy issued by a Qualified Insurer, except where the primary mortgage insurance was (i) impermissible at origination at applicable law, in which case such Mortgage Loan was originated in accordance with applicable law, (ii) cancelled at the request of the Mortgagor pursuant to the cancellation requirements of FNMA, FHLMC, state law or, as applicable the Home Owner and Equity Protection Act of 1994, as amended, or (iii) automatically terminated in accordance with the termination requirements of FNMA, FHLMC, state law or, as applicable the Home Owner and Equity Protection Act of 1994, as amended. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Insurance Policy and to pay all premiums and charges in connection therewith. The Mortgage Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such insurance premium;

     (ff) The Assignment of Mortgage is in recordable form and is acceptable for recording (or, in the case of a Co-op Loan, is in a form acceptable for filing) under the laws of the jurisdiction in which the Mortgaged Property (or underlying Mortgaged Property, in the case of a Co-op Loan) is located;

     (gg) As to Mortgage Loans that are not secured by an interest in a leasehold estate, the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), is located in the state identified in the Mortgage Loan Schedule and consists of a single parcel of real property with a detached single family residence erected thereon, or a two-to four-family dwelling, or an individual

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condominium unit in a condominium project, or a dwelling unit in a residential cooperative housing corporation or an individual unit in an attached planned unit development or a detached planned unit development, provided, however, that no residence or dwelling is a single parcel of real property with a mobile home thereon. As of the date of origination, no portion of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), was used for commercial purposes, and since the date of origination, to the best of the Seller’s knowledge, no portion of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), is used for commercial purposes;

     (hh) If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development), as of the date of origination of the related Mortgage Loan, such condominium or planned unit development project met the Seller’s eligibility requirements, as set forth in the Seller’s underwriting guidelines as of such date; in the case of each Co-op Loan, the related residential cooperative housing corporation complied in all material respects with the Seller’s requirements as set forth in the Seller’s underwriting guidelines as of such date;

     (ii) To the best of the Seller’s knowledge, there is no pending action or proceeding directly involving the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), in which compliance with any environmental law, rule or regulation is an issue;

     (jj) As of the Cut-off Date, the Seller has not granted any interest rate relief to the Mortgagor under the Relief Act;

     (kk) No Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), or facilitating the trade-in or exchange of a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan);

     (ll) No action has been taken or failed to be taken by Depositor, on or prior to the Closing Date, which has resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary Insurance Policy (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the Depositor, or for any other reason under such coverage;

     (mm) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, as amended, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority;

     (nn) Principal payments on the Mortgage Loan commenced no more than sixty (60) days after funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in equal monthly installments of principal and interest, with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization;

     (oo) As of the Closing Date, the Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (without regard to Treasury Regulations §1.860G-2(f) or any similar rule that provides that a defective obligation is a qualified mortgage for a temporary period);

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     (pp) With respect to a Mortgage Loan that is a Co-op Loan, the stock that is pledged as security for the Mortgage Loan is held by a Person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code);

     (qq) As of the Closing Date, the Mortgage Loan is not the subject of pending or final foreclosure proceedings and the Seller would not, based on the delinquency status of the Mortgage Loan, institute foreclosure proceedings with respect to the Mortgage Loan prior to the next scheduled payment for the Mortgage Loan;

     (rr) As of the Closing Date, the Mortgage Loan does not provide for interest other than at either (i) a single fixed rate in effect throughout the term of the Mortgage Loan or (ii) a "variable rate" (within the meaning of Treasury Regulation Section 1.860G-1(a)(3)) in effect throughout the term of the Mortgage Loan;

     (ss) No Mortgage Loan is a "covered loan" within the meaning of the Georgia Fair Lending Act of 2002, as amended;

     (tt) None of the Mortgage Loans are (a) covered by the Home Ownership and Equity Protection Act of 1994 or (b) classified as a "high cost" loan or similarly classified using different terminology under any federal, state or local law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees such as predatory lending laws; None of the Mortgage Loans are "high cost" loans as defined by the applicable federal, state or local predatory and abusive lending laws nor is any Mortgage Loan a "High Cost Loan" or "Covered Loan," as applicable (as such terms are defined in the current Standard & Poor’s LEVELS ^® Glossary which is now version 5.6 revised, appendix E) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act of 2002, as amended; and

     (uu) As to each Mortgage Loan that is secured by an interest in a leasehold estate, (i) the use of a leasehold estate for residential properties is an accepted practice in the area where the related Mortgaged Property is located, (ii) residential property consisting of leasehold estates is marketable in the area where the related Mortgaged Property is located, (iii) the related lease has been recorded in the applicable land records, (iv) the lease is valid and in good standing and is not subject to any prior lien by which the lease could be terminated or subject to any charge or penalty, and (v) the remaining term of the lease does not terminate less than five years after the maturity date of such Mortgage Loan.

     Upon discovery by any of the Depositor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of a Mortgage Loan or the interest of the Certificateholders (or which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other parties and to the Seller, which notice shall specify the date of discovery. Pursuant to the Sale Agreement, the Seller shall within 90 days from the earlier of (i) the date of receipt of notice of such breach or (ii) the date the Seller otherwise discovers such breach, cure such breach, substitute a Mortgage Loan pursuant to the provisions of Section 3.03 or, if the breach relates to a particular Mortgage Loan, purchase such Mortgage Loan from the Trustee at the Purchase Price. The Purchase Price for the purchased Mortgage Loan shall be paid to the Servicer and shall be deposited by the Servicer in the Collection Account promptly upon receipt, and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall promptly release to the Seller the related Mortgage File, and the Trustee shall execute and deliver such instruments of transfer or assignment as may be provided to it by the Servicer, without recourse, as shall be necessary to vest in the Seller or its

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designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Seller to cure, substitute or purchase any Mortgage Loan as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholder.

     Section 3.02 Representations and Warranties of the Servicer . The Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date:

     (a) The Servicer is a limited liability company duly chartered and validly existing in good standing under the laws of the State of Delaware, and the Servicer is duly qualified or registered as a foreign corporation in good standing in each jurisdiction in which the ownership or lease or its properties or the conduct of its business requires such qualification;

     (b) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not violate the Servicer’s certificate of formation or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets;

     (c) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

     (d) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would affect its performance hereunder; and

     (e) No litigation is pending or, to the best of the Servicer’s knowledge, threatened against the Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.

     Section 3.03 Option to Substitute . If the Seller is required to repurchase any Mortgage Loan pursuant to Section 2.02 or 3.01, the Seller may, at its option, within two years from the Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan shall (a) have a Principal Balance at the time of substitution not in excess of the Principal Balance of the removed Mortgage Loan (the amount of any difference, plus one month’s interest thereon at the Mortgage Rate borne by the removed Mortgage Loan, being paid by the Seller and deemed to be a Principal Prepayment to be deposited by the Servicer in the Collection Account), (b) have a Mortgage Rate not less than, and not more than one percentage point greater than, the Mortgage Rate of the removed Mortgage Loan (provided, however, that if the Mortgage Rate on the substitute Mortgage Loan exceeds the Mortgage Rate on the removed Mortgage Loan, the amount of that excess interest (the

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     "Substitute Excess Interest") shall be payable to the Class A-R Certificate), (c) have a remaining term to stated maturity not later than, and not more than one year less than, the remaining term to stated maturity of the removed Mortgage Loan, (d) be, in the reasonable determination of the Servicer, of the same type, quality and character (including location of the Mortgaged Property (or underlying Mortgaged Property, in the case of a Co-op Loan)) as the removed Mortgage Loan as if the breach had not occurred, (e) have a Loan-to-Value Ratio at origination no greater than that of the removed Mortgage Loan and (f) be, in the reasonable determination of the Seller, in material compliance with the representations and warranties contained in the Sale Agreement and described in Section 3.01, as of the date of substitution.

     The Seller shall amend the Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor and shall send a copy of such amended Mortgage Loan Schedule to the Servicer and the Trustee. The Sale Agreements provide that upon such amendment the Seller shall be deemed to have made as to such substitute Mortgage Loan the representations and warranties set forth in Section 3.01 as of the date of such substitution, which shall be continuing as long as any Certificate shall be outstanding or this Agreement has not been terminated, and the remedies for breach of any such representation or warranty shall be as set forth in Section 3.01. Upon such amendment, the Custodian on behalf of the Trustee shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan, within the time and in the manner and with the remedies specified in Section 2.02, except that for purposes of this Section 3.03 (other than the two-year period specified in the first sentence of this Section), such time shall be measured from the date of the applicable substitution. In the event of such a substitution, accrued interest on the substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Trust Fund, and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Seller. The principal payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Seller, and the principal payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Trust Fund.

[END OF ARTICLE III]

ARTICLE IV

THE CERTIFICATES

     Section 4.01 The Certificates .

     (a) The Class A, Class M and Class B Certificates shall be substantially in the forms thereof included within Exhibits C, D, E and F and shall, on original issue, be executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent) upon receipt by the Trustee of the documents specified in Section 2.01, delivered to or upon the order of the Depositor.

     (b) The Depository and the Trustee have entered into a Depository Agreement dated as of [        ] (the "Depository Agreement"). Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred as provided in Section 4.02 except to a successor to the Depository; (ii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its

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Depository Participants; (iv) the Paying Agent and the Trustee shall deal with the Depository, Depository Participants and Indirect Participants as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of such Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Paying Agent and the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to Indirect Participants and persons shown on the books of such Indirect Participants as direct or indirect Certificate Owners. The Depository Agreement provides that the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates.

     All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.

     (c) If (i)(A) the Depository advises the Depositor, the Paying Agent or the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee, the Paying Agent or the Depositor are unable after exercise of their reasonable best efforts to locate a qualified successor or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of definitive, fully registered Certificates (the "Definitive Certificates") to Certificate Owners requesting the same. Upon surrender to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, of the Book-Entry Certificates by the Depository for registration and receipt by the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, of an adequate supply of certificates from the Depositor, the Trustee or if the Paying Agent is appointed under Section 4.05, the Paying Agent shall issue the Definitive Certificates based on information received from the Depository. Neither the Depositor, the Servicer, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.

     (d) The Certificates (other than the Class A-R Certificate) shall be issuable in the minimum original dollar denominations (and integral multiples of $1.00 in excess of such amount) and aggregate original dollar denominations per Class (or in the case of the Class A-2 and A-X Certificates, in the minimum denominations based upon the Class A-2 Notional Amount and the Class A-X Notional Amount, respectively) as set forth in the following table (except that, if necessary, in order to aggregate the Original Certificate Principal Balance of a Class, one Certificate of such Class will be issued in a different denomination). A single Class A-R Certificate will be issued in definitive form in a $100 denomination.

     (e) The Uncertificated REMIC Interests shall be issued in uncertificated form and transferred to the Trustee to be held in trust pursuant to the terms of the Trust Agreement. The Bank of New York Trust Company, N.A., as Trustee and Paying Agent, is hereby directed and authorized to enter into the Trust Agreement. In entering into the Trust Agreement and performing its obligations thereunder, each of the Trustee and the Paying Agent shall be entitled to the same rights, protections and indemnities afforded to them under this Agreement in their capacity as Trustee and Paying Agent, respectively.

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     The Certificates shall be signed by manual or facsimile signature on behalf of the Depositor by an officer of the Depositor. Certificates bearing the manual or facsimile signatures of individuals who were

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at the time of signature officers of the Depositor shall bind the Depositor, notwithstanding that such individuals or any of them have ceased to be an officer prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a manual authentication by an officer of the Trustee (or if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent) and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

     Section 4.02 Registration of Transfer and Exchange of Certificates .

     (a) The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall cause to be kept a certificate register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.

     (b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee, or if a Paying Agent has been appointed hereunder pursuant to Section 4.05, the Paying Agent maintained for such purpose, the Depositor shall execute and the Trustee or if an Authenticating Agent is appointed under Section 4.06, the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, a Certificate of a like Class and aggregate Percentage Interest and dated the date of authentication by the Authenticating Agent.

     (c) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate shall be made unless such transfer is made pursuant to an effective registration statement or otherwise in accordance with the requirements under the Securities Act. If such a transfer is to be made in reliance upon an exemption from said Act, (i) the Depositor may require (except with respect to the initial transfer of a Class B-3, Class B-4 or Class B-5 Certificate from J.P. Morgan Securities Inc. and except if the transferee executes a certificate substantially in the form of Exhibit H hereto) a written opinion of independent counsel acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Trust Fund, the Trustee, the Depositor or the Servicer, and (ii) the Depositor shall require the transferee to execute a certification substantially in the form of Exhibit H or Exhibit I.

     (d) (i) No transfer of an ERISA Restricted Certificate or a Class A-R Certificate shall be made unless the prospective transferee provides the Depositor and the Trustee with (I) a representation as set forth in Exhibit K for Class A-R Certificates or in Exhibit M for ERISA Restricted Certificates to the effect that such transferee is not an employee benefit plan subject to Title I of ERISA, a plan subject to Section 4975 of the Code or a plan or arrangement subject to any provisions under any federal, state, local, non-U.S. or other laws or regulations that are substantively similar to the foregoing provisions of ERISA or the Code ("Similar Law") (collectively, a "Plan"), and is not directly or indirectly acquiring the Certificate for, on behalf of or with any assets of any such Plan, or (II) solely in the case of an ERISA Restricted Certificate, (A) if the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation as set forth in Exhibit M that such transferee is an insurance company that is acquiring the ERISA-Restricted Certificate with assets contained in an "insurance company general account," as defined in Section V(E) of Prohibited Transaction Class Exemption ("PTCE") 95-60, and the acquisition and holding of the Certificate are covered and exempt under Sections I and III of PTCE 95-60, or (B) solely in the case of a Definitive Certificate, an Opinion of Counsel reasonably satisfactory to the

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Depositor and the Trustee to the effect that the acquisition and holding of such Certificate will not constitute or result in a nonexempt prohibited transaction under ERISA or the Code, or a violation of Similar Law, and will not subject the Depositor, the Servicer or the Trustee to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Servicer or the Trustee.

          (ii) Except in the case of a Definitive Certificate, the representations set forth in paragraph (i) of this Subsection 4.02(d), other than subparagraph (i)(II)(B), shall be deemed to have been made to the Depositor and the Trustee by the transferee’s acceptance of an ERISA Restricted Certificate or a Class A-R Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any Class of ERISA Restricted Certificates or a Class A-R Certificate). Notwithstanding any other provision herein to the contrary, any purported transfer of an ERISA Restricted Certificate or a Class A-R Certificate to or on behalf of a Plan without the delivery to the Depositor of a representation or an Opinion of Counsel reasonably satisfactory to the Depositor and the Trustee as described above shall be void and of no effect. None of the Depositor, the Servicer or the Trustee shall be under any liability to any Person for any registration or transfer of any ERISA Restricted Certificate or Class A-R Certificate that is in fact not permitted by this Section 4.02(d) nor shall the Paying Agent be under any liability for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered in accordance with the foregoing requirements. The Depositor, Servicer, Paying Agent and/or Trustee shall be entitled, but not obligated, to recover from any Holder of any ERISA Restricted Certificate or Class A-R Certificate that was in fact a Plan and that held such Certificate in violation of this Section 4.02(d) all payments made on such ERISA Restricted Certificate or Class A-R Certificate at and after the time it commenced such holding. Any such payments so recovered shall be paid and delivered to the last preceding Holder of such Certificate that is not a Plan.

     (e) At the option of a Certificateholder, a Certificate may be exchanged for another Certificate or Certificates of authorized denominations of a like Class, upon surrender of the Certificate to be exchanged at any office or agency of the Trustee, or if a Paying Agent has been appointed under Section 4.05, the Paying Agent, maintained for such purpose. Whenever the Certificate is so surrendered for exchange, the Depositor shall execute and the Authenticating Agent shall authenticate and deliver, the Certificate which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Authenticating Agent duly executed by, the Holder thereof or his attorney duly authorized in writing.

     (f) No service charge shall be made to the Holder for any transfer or exchange of a Certificate, but the Servicer may require payment by the Certificateholders of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of such Certificate.

     (g) All Certificates surrendered for transfer or exchange shall be destroyed by the Trustee or if a Paying Agent has been appointed under Section 4.05, the Paying Agent, in accordance with the Trustee’s or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent’s, standard procedures.

     (h) [Reserved].

     (i) A Disqualified Organization is prohibited from acquiring beneficial ownership of a Class A-R Certificate. Notwithstanding anything to the contrary contained herein, (i) unless and until the Servicer and the Trustee shall have received an Opinion of Counsel, satisfactory to it in form and

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substance, to the effect that the absence of the conditions contained in this Section 4.02(i) would not result in the imposition of federal tax upon any REMIC created hereunder or cause any REMIC created hereunder to fail to qualify as a REMIC, no transfer, sale or other disposition of the Class A-R Certificate (including for purposes of this section any beneficial interest therein) may be made without the express written consent of the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, which consent is to be granted by the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee only upon compliance with the requirements of this Section and (ii) no transfer, sale or other disposition of the Class A-R Certificate (or any beneficial interest therein) may be made to a Person who is not a U.S. Person unless such Person furnishes the transferor, the Certificate Registrar and the Trustee, with a duly completed and effective Form W-8ECI (or any successor thereto) or an Opinion of Counsel to the effect that such transfer is in accordance with the requirements of the Code and that the transfer will not be disregarded for federal income tax purposes. As a condition to granting its consent to a transfer of a Class A-R Certificate, the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, shall require the proposed transferee of such Certificate (including, in the case of the initial issuance of the Class A-R Certificate, the initial Holder thereof) to execute a letter and affidavit substantially in the form attached hereto as Exhibit K and shall require the proposed transferor (other than in the case of the transfer to the initial Holder) of such Certificate to execute a letter substantially in the form attached hereto as Exhibit K-1. In the absence of a contrary instruction from the transferor of such Certificate, declaration (11) in the affidavit in Exhibit K may be left blank. If the transferor requests by written notice to the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, prior to the date of the proposed transfer that one of the two other forms of declaration (11) of such affidavit be used, then the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, shall require that such form of declaration (11) be included in such affidavit.

     As a condition to the granting of the consent referred to in this Section 4.02(i), prior to the transfer, sale, pledge, hypothecation or other disposition of the Class A-R Certificate or any interest therein, the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee shall require that (1) the proposed transferee deliver to the Trustee or Certificate Registrar, as applicable, its taxpayer identification number and state, under penalties of perjury that such number is the social security or employer identification number, as the case may be, of the transferee or provide an affidavit under penalties of perjury stating that as of the date of such transfer such transferee is not and has no intention of becoming a Disqualified Organization; (2) the proposed transferee deliver to the Trustee or Certificate Registrar, as applicable, an affidavit stating (i) that such transferee is not acquiring such Class A-R Certificate as an agent, broker, nominee, or middleman for a Disqualified Organization, (ii) if the Class A-R Certificate is a "non-economic residual interest" within the meaning of Treas. Reg. §1.860E-1(c)(2), (X) that no purpose of the acquisition of the Class A-R Certificate is to avoid or impede the assessment or collection of tax, (Y) that such transferee has historically paid its debts as they came due and will continue to pay its debts as they come due, and (Z) that such transferee represents that it understands that, as the holder of the non-economic residual interest, the transferee may incur tax liabilities in excess of any cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest, and (iii) unless the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee consents to the transfer of the Class A-R Certificate to a Person who is not a U.S. Person and who has furnished either a duly completed and effective Form W-8ECI (or any successor thereto) or an Opinion of Counsel to the effect that the transfer will not be disregarded for federal income tax purposes, that it is a U.S. Person; (3) if so requested by the transferor in written notice provided to the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, prior to the date of the proposed transfer, the proposed transferee deliver to the Trustee or Certificate Registrar, as applicable, an affidavit that includes a declaration made in the form of declaration (11) in the affidavit set forth in Exhibit K requested by the transferor; and (4) the transferor deliver to the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee a written certification that as of the date of such transfer it has no knowledge and no reason to know that the affirmations described in clauses (1), (2) and (3) were false. The Certificate

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Registrar or, if no Certificate Registrar is appointed, the Trustee shall not grant the consent referred to in this Section 4.02(i) if it has actual knowledge that any statement made in the affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any purported transfer, sale or other disposition of the Class A-R Certificate to a Disqualified Organization or in violation of the provisions of this Section 4.02(i), such transfer, sale or other disposition shall be deemed to be of no legal force or effect whatsoever and such Disqualified Organization shall not be deemed to be a Class A-R Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class A-R Certificate. If any purported transfer shall be in violation of the provisions of this Section 4.02(i) then the prior Holder of the Class A-R Certificate shall, upon discovery that the transfer of such Class A-R Certificate was not in fact permitted by this Section 4.02(i), be restored to all rights and obligations as a Holder thereof retroactive to the date of the purported transfer of such Class A-R Certificate. The Trustee, the Servicer and the Certificate Registrar shall be under no liability to any Person for any registration or transfer of a Class A-R Certificate that is not permitted by this Section 4.02(i) or for making payments due on such Class A-R Certificate to the purported Holder thereof or taking any other action with respect to such purported Holder under the provisions of this Agreement so long as the transfer was not registered under the written certification of the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee as described in this Section 4.02(i). The prior Holder shall be entitled to recover from any purported Holder of a Class A-R Certificate that was in fact not a permitted purported transferee under this Section 4.02(i) at the time it became a purported Holder all payments made to such purported Holder on such Class A-R Certificate; provided that the Servicer shall not be responsible for such recovery. Each Class A-R Certificateholder, by the acceptance of the Class A-R Certificate, shall be deemed for all purposes to have consented to the provisions of this Section 4.02(i) and to any amendment to this Agreement deemed necessary by counsel of the Trustee or the Servicer to ensure that the Class A-R Certificate is not transferred to a Disqualified Organization and that any transfer of such Class A-R Certificate will not cause the imposition of a tax upon any REMIC created hereunder or cause any REMIC created hereunder to fail to qualify as a REMIC. The restrictions on transfer of the Class A-R Certificate will cease to apply and be void upon receipt by the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee of an Opinion of Counsel to the effect that such restrictions on transfer are no longer necessary to avoid the risk of material federal taxation to any REMIC created hereunder or prevent any REMIC created hereunder from qualifying as a REMIC.

     (j) The Servicer shall make available upon written request to each Holder and each proposed transferee of a Class B-3, Class B-4 or Class B-5 Certificate such information as may be required to permit the proposed transfer to be effected pursuant to Rule 144A under the Securities Act.

     Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates . If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or

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not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

     Section 4.04 Persons Deemed Owners . Prior to due presentation of a Certificate of any Class for registration of transfer, the Depositor, the Servicer, the Paying Agent and the Trustee may treat the Person in whose name any Certificate is registered on the Record Date as the owner of such Certificate and the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled on the relevant date as the Holder of such Certificate and the Percentage Interest represented by such Certificate for the purpose of receiving remittances pursuant to Section 6.01 and for all other purposes whatsoever, and neither the Depositor, the Servicer, the Paying Agent nor the Trustee shall be affected by notice to the contrary.

     Section 4.05 Appointment of Paying Agent and Certificate Registrar; Certificate Account . The Trustee shall appoint a Paying Agent and a Certificate Registrar (the "Certificate Registrar") hereunder, provided such Paying Agent and such Certificate Registrar shall not be the Depositor, any Seller, or an Affiliate of the Depositor or any Seller. No later than two Business Days prior to each Distribution Date, the Servicer shall deposit or cause to be deposited with the Paying Agent from funds on deposit in the Collection Account a sum up to the Available Distribution Amount, such sum to be held in trust for the benefit of Certificateholders in a segregated account (the "Certificate Account") which shall be an Eligible Account in the name of "The Bank of New York Trust Company, N.A., as Trustee, in trust for and for the benefit of the Certificateholders of Multi-Class Mortgage Pass-Through Certificates, Chase Mortgage Finance Corporation, Series 2007-S1 — Certificate Account". The Paying Agent shall establish such Certificate Account with a commercial bank, a savings bank or a savings and loan association. The Paying Agent may invest moneys in the Certificate Account in Eligible Investments, which shall mature not later than a date sufficient to make payment on the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Paying Agent as additional compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments (to the extent not offset by income from other such investments) shall be deposited in the Certificate Account by the Paying Agent out of its own funds immediately as realized. The Servicer shall cause the Paying Agent to perform each of the obligations of the Paying Agent set forth herein and shall be liable to the Trustee and the Certificateholders for failure of the Paying Agent to perform such obligations. So long as the Paying Agent is a party other than the Trustee, the Trustee shall have no liability in connection with the performance or failure of performance of the Paying Agent. The Trustee designates The Bank of New York Trust Company, N.A. as the initial Paying Agent and initial Certificate Registrar. Only the Trustee may remove the Paying Agent and Certificate Registrar and may do so at will, provided that the Trustee gives 20 days’ prior written notice of such removal to the Paying Agent and Certificate Registrar and the Rating Agencies.

     The Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders.

     Section 4.06 Authenticating Agents .

     (a) The Trustee may appoint one or more Authenticating Agents (each, an "Authenticating Agent") which shall be authorized to act on behalf of the Trustee in authenticating the Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the

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Trustee by an Authenticating Agent. Each Authenticating Agent must be an entity organized and doing business under the laws of the United States of America or of any state, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. So long as the Authenticating Agent is a party other than the Trustee, the Trustee shall have no liability in connection with the performance or failure of performance of the Authenticating Agent. The Trustee hereby appoints the Paying Agent as the initial Authenticating Agent.

     (b) Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

     (c) Any Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee and the Depositor. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance within the provisions of this Section 4.06, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Depositor and shall mail notice of such appointment to all Holders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 4.06. No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee. Each of the Authenticating Agent, Certificate Registrar and Paying Agent shall be afforded the same rights, protections and indemnities as the Trustee as set forth under Article VIII hereunder.

[END OF ARTICLE IV]

ARTICLE V

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

     Section 5.01 Servicer to Service Mortgage Loans . The Servicer shall service and administer the Mortgage Loans and shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 5.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration, all in accordance with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer shall, pursuant to a power of attorney granted hereby by the Trustee for such purposes, when the Servicer or the Sub-Servicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the related Mortgaged Properties; provided, however, that subject to the provisions of this paragraph, the Servicer may allow a modification with respect to a Mortgage Loan if the Servicer would take such action in the ordinary course of its business if it were the owner of the Mortgage Loan. The Servicer will indemnify the Trustee for any misuse of such power of attorney provided hereunder. The Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the request of the related Mortgagor, provided that (i) the

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modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate of newly-originated mortgage loans having similar terms, (ii) the aggregate of the adjusted bases of all Modified Mortgage Loans (including the Relevant Mortgage Loans) plus the aggregate adjusted bases of any assets that are not qualified mortgages or permitted investments under Section 860G(a) of the Code that are assets of the Trust Fund established hereunder at all times on any day is less than one percent of the aggregate of the adjusted bases of all assets of the Trust Fund (including such Modified Mortgage Loans) on such day, and (iii) the Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after such modification, and, in any event, on the same Business Day on which the modification occurs, all right, title and interest of the Trustee in and to the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Servicer and all benefits and burdens of ownership thereof, including without limitation the right to accrued interest thereon from and including the date of modification and the risk of default thereon, shall pass to the Servicer. To confirm such transfer and assignment, the Servicer, as servicer hereunder, as soon as practicable shall execute an instrument of assignment of the Modified Mortgage Loan without recourse in customary form to the Servicer in its individual capacity. The Servicer shall deposit the Purchase Price for any Modified Mortgage Loan in the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee of written notification of any such deposit signed by a Servicing Officer, the Trustee shall release to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary more fully to vest in the Servicer any Modified Mortgage Loan previously transferred and assigned pursuant thereto. Notwithstanding anything herein to the contrary, the Servicer shall not make or permit any modification of a Mortgage Loan that would cause any REMIC Pool to fail to qualify as a REMIC for federal income tax purposes or that would result in the imposition of any material tax under Section 860F(a) or Section 860G(d) of the Code.

     The Servicer shall furnish to the Trustee for execution and redelivery to the Servicer or, at the request of the Servicer, a Sub-Servicer, such documents necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and the Trustee shall not be responsible for the Servicer’s application thereof. The Servicer agrees to remain eligible as either a FNMA or FHLMC seller/servicer, or both, for so long as it is Servicer.

     All Servicing Advances made by the Servicer in effecting the timely payment of taxes, insurance and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such Servicing Advances shall be recoverable by the Servicer to the extent permitted by Sections 5.09 and 5.23.

     Section 5.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers; Enforcement of Sub-Servicer’s Obligations .

     (a) The Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the servicing and administration of all or part of the Mortgage Loans. References in this Agreement to actions taken or to be taken by the Servicer in servicing the Mortgage Loans serviced by it include actions taken or to be taken by a Sub-Servicer on behalf of the Servicer. Each Sub-Servicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the Sub-Servicer have agreed. The Servicer hereby agrees to notify the Trustee in writing promptly upon the appointment of any Sub-Servicer. For purposes of this Agreement, the receipt by the Sub-Servicer of any amount with respect to a Mortgage Loan (other than amounts representing servicing compensation or reimbursement for an advance) shall be treated as the receipt by the Servicer of such amount. The Sub-Servicer shall deposit all such funds in an Eligible Account.

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     (b) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements as appropriate, and the pursuit of other remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.

     (c) The Servicer shall not permit a Sub-Servicer to perform any servicing responsibilities hereunder with respect to the Mortgage Loans unless that Sub-Servicer first agrees in writing with the Servicer to deliver an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times that permits the Servicer to comply with Section 5.25 of this Agreement.

     Section 5.03 Successor Sub-Servicers . The Servicer shall be entitled to terminate any Sub-Servicing Agreement that may exist in accordance with the terms and conditions of such Sub-Servicing Agreement and without any limitation by virtue of this Agreement.

     Section 5.04 Liability of the Servicer . Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

     Section 5.05 No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders . Any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such and not as an originator shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer.

     Section 5.06 Termination of Sub-Servicing Agreement . If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), the Servicer shall thereupon terminate each Sub-Servicing Agreement that may have been entered into, and the Trustee, its designee or the successor servicer and the Trustee shall not be deemed to have assumed any of the Servicer’s interest therein or to have replaced the Servicer as a party to any such Sub-Servicing Agreement.

     Section 5.07 Collection of Mortgage Loan Payments . Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and payable; provided, however, that the Servicer may elect, to the extent consistent with Accepted Servicing Practices, to waive any late payment charge and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as it follows with respect to conventional

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mortgage loans held in its own portfolio. Any such arrangements shall not diminish or otherwise affect the Servicer’s obligation to make Advances pursuant to Section 6.03.

     Section 5.08 Establishment of Collection Account; Deposit in Collection Account . With respect to all of the Mortgage Loans, the Servicer shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Collection Accounts for the benefit of the Certificateholders (collectively, the "Collection Account") which are Eligible Accounts, in the form of a trust account, in the name of "The Bank of New York Trust Company, N.A., as Trustee, in trust for and for the benefit of the Certificateholders of Multi-Class Mortgage Pass-Through Certificates, Chase Home Finance LLC as subservicer for JPMorgan Chase Bank, N.A. as Servicer, Chase Mortgage Finance Corporation, Series 2007-S1 — Collection Account." Such Collection Account shall be established with a commercial bank, a savings bank or a savings and loan association. The Servicer may invest, or cause the institution maintaining the Collection Account to invest, moneys in the Collection Account in Eligible Investments, which shall mature not later than two Business Days preceding the Distribution Date next following the date of such investment and shall not be sold or disposed of prior to its maturity. All income and gain realized from any such investment shall be for the benefit of the Servicer as additional compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments (to the extent not offset by income from other such investments) shall be deposited in the Collection Account by the Servicer out of its own funds immediately as realized; provided, however, that if the Trustee becomes the Servicer, the Trustee shall not be required to deposit the amount of any loss incurred prior to it becoming the Servicer.

     The Servicer shall deposit or cause to be deposited in the Collection Account on a daily basis (and not later than the second Business Day following receipt), and retain therein:

     (i) All payments which were received after the Cut-off Date on account of principal of the Mortgage Loans (other than the principal portion of Monthly Payments due on or before the Cut-off Date), and all Principal Prepayments collected on or after the Cut-off Date;

     (ii) All payments which were received after the Cut-off Date on account of interest on the Mortgage Loans (net of the Servicing Fee)(other than the interest portion of Monthly Payments due on or before the Cut-off Date);

     (iii) Any Subsequent Recovery or Net Liquidation Proceeds;

     (iv) All Insurance Proceeds received by the Servicer under any title, hazard or other insurance policy, including amounts required to be deposited pursuant to Sections 5.16 and 5.20, other than proceeds to be held in the Escrow Account or applied to the restoration or repair of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) or released to the Mortgagor in accordance with the Servicer’s normal servicing procedures or otherwise applied or held as required by applicable law;

     (v) All awards or settlements in respect of condemnation proceedings affecting any Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), which are not released to the Mortgagor in accordance with the Servicer’s normal servicing procedures;

     (vi) All Repurchase Proceeds;

     (vii) All Advances made by the Servicer pursuant to Section 6.03;

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     (viii) All amounts representing revenues under the insurance provided pursuant to Section 5.19 to the extent of any losses borne by any Certificateholder;

     (ix) All revenues from any Mortgaged Property (or Underlying Mortgaged Property in the case of a Co-op Loan) acquired by the Servicer by foreclosure or deed in lieu of foreclosure net of any Servicing Advances with respect to such Mortgaged Property (or Underlying Mortgaged Property in the case of a Co-op Loan); and

     (x) Any other amounts required to be deposited therein pursuant to this Agreement.

     The Servicer shall maintain accounting records on a Mortgage Loan by Mortgage Loan basis with respect to the Collection Account. The Servicer shall give notice to the Trustee, any Paying Agent, the Depositor and each Rating Agency of any change in the location of the Collection Account, prior to the use thereof. Notwithstanding anything to the contrary herein, no Monthly Payment or any portion thereof shall be permitted to remain in the Collection Account for more than 12 months. Any Monthly Payment or any portion thereof that has remained in the Collection Account for 12 months shall be deemed a Principal Prepayment and distributed to Certificateholders pursuant to the provisions of this Agreement on the Distribution Date immediately following the end of such 12 month period.

     Section 5.09 Permitted Withdrawals from the Collection Account . The Servicer may, from time to time, withdraw funds from the Collection Account for the following purposes:

     (a) to reimburse itself for Advances made pursuant to Section 6.03 (including amounts to reimburse the related Sub-Servicer for advances made pursuant to the applicable Sub-Servicing Agreement), the Servicer’s and the related Sub-Servicer’s right to receive reimbursement pursuant to this subclause (i) being limited to amounts received on particular Mortgage Loans which represent Late Collections (net of the Servicing Fees) with respect to those particular Mortgage Loans;

     (b) to pay itself the Servicing Fee;

     (c) to reimburse itself for unreimbursed Servicing Advances, or to pay the related Sub-Servicer any unreimbursed Servicing Advances, the Servicer’s right to receive reimbursement or make payments to the Sub-Servicer pursuant to this subclause (c) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries and condemnation awards;

     (d) to reimburse itself (or the related Sub-Servicer) or the Depositor for expenses incurred by and recoverable by or reimbursable to it pursuant to Section 5.01 or 5.16;

     (e) to reimburse itself (or the related Sub-Servicer) for any Nonrecoverable Advances;

     (f) to pay to itself (or the related Sub-Servicer) income earned on the investment of funds deposited in the Collection Account;

     (g) to make deposits into the Certificate Account in the amounts and in the manner provided for herein;

     (h) to make payments to itself or others pursuant to any provision of this Agreement, and to clear and terminate the Collection Account upon the termination of this Agreement; and

     (i) to withdraw amounts deposited in error.

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     Section 5.10 Establishment of Escrow Account; Deposits in Escrow Account . With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause any Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall, if requested by the Trustee, give notice to the Trustee of the location of any Escrow Account. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection.

     The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans serviced by the Servicer, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op Loan). The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

     Section 5.11 Permitted Withdrawals from Escrow Account . Withdrawals from any Escrow Account or Accounts may be made by a Servicer only (i) to effect timely payments of ground rents, taxes, assessments, water rates, Standard Hazard Policy premiums, or other items constituting Escrow Payments for the related Mortgage, (ii) to reimburse the Servicer for any Servicing Advance made by the Servicer, with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder, (iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan or under applicable law, (iv) for application to restoration or repair of the property subject to the related Mortgage, (v) to pay to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (vi) to clear and terminate the Escrow Account on the termination of this Agreement or (vii) to withdraw amounts deposited in error.

     Section 5.12 Payment of Taxes, Insurance and Other Charges . With respect to each Mortgage Loan, the Servicer shall maintain, or cause to be maintained, accurate records reflecting any delinquencies or nonpayments with regard to t