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Exhibit 4.1
CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,
JPMORGAN CHASE BANK, N.A.,
SERVICER
AND
WACHOVIA BANK, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2005
$600,153,806.53
Multi-Class Mortgage Pass-Through Certificates
Series 2005-S1
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ARTICLE I
DEFINITIONS............................................................................
1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST
FUND...............................................37
Section 2.01 Conveyance of Mortgage
Loans.....................................................37
Section 2.02 Acceptance by
Trustee............................................................40
Section 2.03 Trust Fund; Authentication of
Certificates.......................................41
Section 2.04 REMIC
Elections..................................................................42
Section 2.05 Permitted Activities of
Trust....................................................46
Section 2.06 Qualifying Special Purpose
Entity................................................46
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE SERVICER; REPURCHASE OF
MORTGAGE
LOANS.........................................................................46
Section 3.01 Representations and Warranties of the Depositor
with respect to the
Mortgage
Loans...................................................................46
Section 3.02 Representations and Warranties of the
Servicer...................................54
Section 3.03 Option to
Substitute.............................................................54
ARTICLE IV THE
CERTIFICATES.......................................................................55
Section 4.01 The
Certificates.................................................................55
Section 4.02 Registration of Transfer and Exchange of
Certificates............................57
Section 4.03 Mutilated, Destroyed, Lost or Stolen
Certificates................................60
Section 4.04 Persons Deemed
Owners............................................................61
Section 4.05 Appointment of Paying Agent, Certificate Registrar
and Backup Advancer;
Certificate
Account..............................................................61
Section 4.06 Authenticating
Agents............................................................62
ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.........................................63
Section 5.01 Servicer to Service Mortgage
Loans...............................................63
Section 5.02 Sub-Servicing Agreements Between Servicer and
Sub-Servicers; Enforcement
of Sub-Servicer's
Obligations....................................................64
Section 5.03 Successor
Sub-Servicers..........................................................64
Section 5.04 Liability of the
Servicer........................................................64
Section 5.05 No Contractual Relationship Between Sub-Servicer
and Trustee or
Certificateholders...............................................................65
Section 5.06 Termination of Sub-Servicing
Agreement...........................................65
Section 5.07 Collection of Mortgage Loan
Payments.............................................65
Section 5.08 Establishment of Collection Account; Deposit in
Collection Account...............65
Section 5.09 Permitted Withdrawals from the Collection
Account................................66
Section 5.10 Establishment of Escrow Account; Deposits in Escrow
Account......................67
Section 5.11 Permitted Withdrawals from Escrow
Account........................................67
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Section 5.12 Payment of Taxes, Insurance and Other
Charges....................................68
Section 5.13 Transfer of
Accounts.............................................................68
Section 5.14
[Reserved].......................................................................68
Section 5.15 Maintenance of the Primary Insurance
Policies....................................68
Section 5.16 Maintenance of Standard Hazard
Policies..........................................68
Section 5.17
[Reserved].......................................................................69
Section 5.18
[Reserved].......................................................................69
Section 5.19 Fidelity Bond and Errors and Omissions
Insurance.................................69
Section 5.20 Collections under Insurance Policies; Enforcement
of Due-On-Sale Clauses;
Assumption
Agreements............................................................69
Section 5.21 Income and Realization from Defaulted Mortgage
Loans.............................70
Section 5.22 Trustee to Cooperate; Release of Mortgage
Files..................................71
Section 5.23 Servicing and Other
Compensation.................................................73
Section 5.24 1934 Act
Reports.................................................................73
Section 5.25 Annual Statement as to
Compliance................................................74
Section 5.26 Annual Independent Public Accountants' Servicing
Report..........................74
Section 5.27 Access to Certain Documentation; Rights of the
Depositor in Respect of
the
Servicer.....................................................................74
Section 5.28 REMIC-Related
Covenants..........................................................74
ARTICLE VI PAYMENTS TO THE
CERTIFICATEHOLDERS.....................................................76
Section 6.01
Distributions....................................................................76
Section 6.02 Statements to the
Certificateholders.............................................83
Section 6.03 Advances by the
Servicer.........................................................85
Section 6.04 Allocation of Realized
Losses....................................................86
Section 6.05 Compensating Interest; Allocation of Certain
Interest Shortfalls.................87
Section 6.06
Subordination....................................................................88
Section 6.07 Determination of
LIBOR...........................................................88
ARTICLE VII REPORTS TO BE PREPARED BY THE
SERVICER.................................................89
Section 7.01 Servicer Shall Provide Information as Reasonably
Required........................89
Section 7.02 Federal Information Returns and Reports to
Certificateholders....................89
ARTICLE VIII THE DEPOSITOR AND THE
SERVICER.........................................................90
Section 8.01 Indemnification; Third Party
Claims..............................................90
Section 8.02 Merger or Consolidation of the Depositor or the
Servicer.........................90
Section 8.03 Limitation on Liability of the Depositor, the
Servicer, the Trustee and
Others...........................................................................91
Section 8.04 Depositor and Servicer Not to
Resign.............................................91
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Section 8.05 Successor to the
Servicer........................................................92
Section 8.06 Maintenance of
Ratings...........................................................93
ARTICLE IX
DEFAULT................................................................................93
Section 9.01 Events of
Default................................................................93
Section 9.02 Waiver of
Defaults...............................................................94
Section 9.03 Trustee to Act; Appointment of
Successor.........................................94
Section 9.04 Notification to Certificateholders and the Rating
Agencies.......................94
ARTICLE X CONCERNING THE
TRUSTEE.................................................................94
Section 10.01 Duties of
Trustee................................................................95
Section 10.02 Certain Matters Affecting the
Trustee............................................95
Section 10.03 Trustee Not Liable for Certificates or Mortgage
Loans............................96
Section 10.04 Trustee May Own
Certificates.....................................................96
Section 10.05 Fees and
Expenses................................................................96
Section 10.06 Eligibility Requirements for
Trustee.............................................97
Section 10.07 Resignation and Removal of the
Trustee...........................................97
Section 10.08 Successor
Trustee................................................................98
Section 10.09 Merger or Consolidation of
Trustee...............................................98
Section 10.10 Appointment of Co-Trustee or Separate
Trustee....................................98
Section 10.11 Appointment of Office or
Agency..................................................99
ARTICLE XI
TERMINATION............................................................................99
Section 11.01
Termination......................................................................99
ARTICLE XII MISCELLANEOUS
PROVISIONS..............................................................101
Section 12.01 Severability of
Provisions......................................................101
Section 12.02 Limitation on Rights of
Certificateholders......................................101
Section 12.03
Amendment.......................................................................102
Section 12.04
Counterparts....................................................................102
Section 12.05 Duration of
Agreement...........................................................102
Section 12.06 Governing
Law...................................................................102
Section 12.07
Notices.........................................................................102
Section 12.08 Further
Assurances..............................................................103
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EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF MORTGAGE FILE
EXHIBIT C FORMS OF CLASS A CERTIFICATES
EXHIBIT D FORM OF CLASS M CERTIFICATE
EXHIBIT E FORMS OF CLASS B CERTIFICATES
EXHIBIT F FORM OF CLASS A-R CERTIFICATE
EXHIBIT G FORM OF TRUSTEE CERTIFICATION
EXHIBIT H FORM OF INVESTMENT LETTER
EXHIBIT I FORM OF RULE 144A INVESTMENT LETTER
EXHIBIT J FORM OF SPECIAL SERVICING AND COLLATERAL FUND
AGREEMENT
EXHIBIT K FORM OF CLASS A-R TRANSFEREE LETTER
EXHIBIT K-1 FORM OF CLASS A-R TRANSFEROR LETTER
EXHIBIT L REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT M FORM OF ERISA REPRESENTATION LETTER
EXHIBIT N FORM OF OFFICER'S CERTIFICATE (SERVICER)
EXHIBIT O FORM OF OFFICER'S CERTIFICATE (PAYING AGENT)
EXHIBIT P LETTER OF REPRESENTATIONS
SCHEDULE ONE Planned Principal Balance for the Class 1-A8
Certificates
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This Pooling and Servicing Agreement, dated as of April 1, 2005,
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 (together with its permitted
successors and assigns,
the "Servicer") and Wachovia Bank, N.A., as trustee (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).
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: The principal 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
401 South Tryon
Street, 12th Floor NC1179, Charlotte, North Carolina
28288-1179.
AGGREGATE CLASS A INTEREST ACCRUAL AMOUNT: On any Distribution
Date, an
amount equal to the sum of the Class 1-A1 Interest Accrual
Amount, the Class
1-A2 Interest Accrual Amount, the Class 1-A3 Interest Accrual
Amount, the Class
1-A4 Interest Accrual Amount, the Class 1-A5 Interest Accrual
Amount, the Class
1-A6 Interest Accrual Amount, the Class 1-A7 Interest Accrual
Amount, the Class
1-A8 Interest Accrual Amount, the Class 1-A9 Interest Accrual
Amount, the Class
1-A10 Interest Accrual Amount, the Class 1-A11 Interest Accrual
Amount, the
Class 1-A12 Interest Accrual Amount, the Class 1-A13 Interest
Accrual Amount,
the Class 1-A14 Interest Accrual Amount, the Class 1-A15
Interest Accrual
Amount, the Class 1-A16 Interest Accrual Amount, the Class 1-A17
Interest
Accrual Amount, the Class 1-A18 Interest Accrual Amount, the
Class 1-AX Interest
Accrual Amount, the Class 2-A1 Interest Accrual Amount, the
Class 2-A2 Interest
Accrual Amount, the Class 2-A3 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 1-A1 Shortfall, the Class
1-A2 Shortfall,
the Class 1-A3 Shortfall, the Class 1-A4 Shortfall, the Class
1-A5 Shortfall,
the Class 1-A6 Shortfall, the Class 1-A7 Shortfall, the Class
1-A8 Shortfall,
the Class 1-A9 Shortfall, the Class 1-A10 Shortfall, the Class
1-A11 Shortfall,
the Class 1-A12
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Shortfall, the Class 1-A13 Shortfall, the Class 1-A14 Shortfall,
the Class 1-A15
Shortfall, the Class 1-A16 Shortfall, the Class 1-A17 Shortfall,
the Class 1-A18
Shortfall, the Class 1-AX Shortfall, the Class 2-A1 Shortfall,
the Class 2-A2
Shortfall, the Class 2-A3 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).
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.
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 particular 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 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.
BACKUP ADVANCER: Initially, the Paying Agent acting with respect
to
the obligation to make Advances under certain circumstances as
set forth in
Section 6.03.
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BANKRUPTCY AMOUNT: As of any date of determination, $100,000
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.
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 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 State of New York 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.
CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution
Date,
with respect to any Class of Subordinated Certificates, an
amount, if any, equal
to the amount of principal distributable to such Class on any
prior Distribution
Date that has not been so distributed and is not attributable to
a Realized
Loss.
CASH LIQUIDATION: Recovery of all cash proceeds by the Servicer
with
respect to the liquidation of any Mortgage Loan, including
Insurance Proceeds
and other payments or recoveries (whether made at one time or
over a period of
time) which the Servicer deems to be finally recoverable, in
connection with the
sale, assignment or satisfaction of such Mortgage Loan,
trustee's sale,
foreclosure sale or otherwise, but only if title to the related
Mortgaged
Property (or stock allocated to a dwelling unit, in the case of
a Co-op Loan)
was not acquired by foreclosure or deed in lieu of foreclosure
by the Servicer
pursuant to Section 5.21.
CERTIFICATE: Any Class A, Class M or Class B Certificate.
CERTIFICATE ACCOUNT: The account created and maintained pursuant
to
Section 4.05.
CERTIFICATEHOLDER or HOLDER: The Person in whose name a
Certificate is
registered in the Certificate Register, except that, solely for
the purposes of
giving any consent, waiver, request or demand pursuant to this
Agreement, any
Certificate registered in the name of the Depositor, the
Servicer, any
Sub-Servicer, or any of their respective Affiliates shall be
disregarded and the
undivided Percentage Interest evidenced thereby shall not be
taken into account
in determining whether the requisite amount of Percentage
Interests necessary to
effect any such consent, waiver, request or demand has been
obtained. 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.
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CERTIFICATE RATE: The per annum rate of interest borne by each
Class of
Certificates (other than the Class A-P Certificates), which rate
shall equal (i)
5.25% with respect to the Class 1-A1, Class 1-A2, Class 1-A3 and
Class 1-A4
Certificates, (ii) 5.50% with respect to the Class 1-A5, Class
1-A6, Class 1-A7,
Class 1-A8, Class 1-A9, Class 1-A10, Class 1-A11, Class 1-A12
and Class 1-A18
Certificates, (iii) 6.00% with respect to the Class 1-A13, Class
1-A14, Class
1-A15, Class 1-A16, Class 1-A17 and Class 1-AX Certificates and
(iv) 5.00% with
respect to the Class 2-A1 and Class A-R Certificates. In the
case of the Class
2-A2 Certificates, the Certificate Rate with respect to the
first Distribution
Date will be 3.14%, and as to any Distribution Date thereafter,
the Certificate
Rate on the Class 2-A2 Certificates will equal the lesser of (A)
0.25% plus
LIBOR and (B) 7.00%. In the case of the Class 2-A3 Certificates,
the Certificate
Rate with respect to the first Distribution Date will be 3.86%,
and as to any
Distribution Date thereafter, the Certificate Rate on the Class
2-A3
Certificates will equal 6.75% minus LIBOR, but not less than
0.00%. With respect
to any Distribution Date after the first Distribution Date, the
Certificate Rate
on each Class of Subordinated Certificates shall equal the
fraction, expressed
as a percentage, the numerator of which shall equal the sum of
(i) the product
of (x) 5.25% and (y) the Subgroup 1-1 Subordinated Amount, (ii)
the product of
(x) 5.50% and (y) the Subgroup 1-2 Subordinated Amount, (iii)
the product of (x)
6.00% and (y) the Subgroup 1-3 Subordinated Amount, (iv) the
product of (x)
5.00% and (y) the Subgroup 2-1 Subordinated Amount and (v) the
product of (x)
7.00% and (y) the Subgroup 2-2 Subordinated Amount, and the
denominator of which
shall equal the sum of the Subgroup 1-1 Subordinated Amount, the
Subgroup 1-2
Subordinated Amount, the Subgroup 1-3 Subordinated Amount, the
Subgroup 2-1
Subordinated Amount and the Subgroup 2-2 Subordinated Amount.
The Certificate
Rate on each Class of Subordinated Certificates with respect to
the first
Distribution Date will be 5.486%. For federal income tax
purposes, the
Certificate Rate on each Class of Subordinate Certificates can
be expressed as a
per annum rate equal to the weighted average of the interest
rates on the
Lower-Tier REMIC Regular Interests ending with the designation
"A" weighted on
the basis of their principal amounts immediately prior to such
Distribution
Date. Interest with respect to each Class of Certificates (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.
CERTIFICATE SUBGROUP: Any of Certificate Subgroup 1-1,
Certificate
Subgroup 1-2, Certificate Subgroup 1-3, Certificate Subgroup 2-1
and Certificate
Subgroup 2-2.
CERTIFICATE SUBGROUP 1-1: The Class A Subgroup 1-1
Certificates.
CERTIFICATE SUBGROUP 1-2: The Class A Subgroup 1-2
Certificates.
CERTIFICATE SUBGROUP 1-3: The Class A Subgroup 1-3
Certificates.
CERTIFICATE SUBGROUP 2-1: The Class A Subgroup 2-1
Certificates.
CERTIFICATE SUBGROUP 2-2: The Class A Subgroup 2-2
Certificates.
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.
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CLASS: Pertaining to the Class 1-A1, Class 1-A2, Class 1-A3,
Class
1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class
1-A9, Class 1-A10,
Class 1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15,
Class 1-A16,
Class 1-A17, Class 1-A18, Class 1-AX, Class 2-A1, Class 2-A2,
Class 2-A3, Class
A-P, Class A-R, Class M, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5
Certificates, any Lower-Tier REMIC Interest or any Middle-Tier
REMIC Interest,
as the case may be.
CLASS 1-A1 CERTIFICATE: Any one of the Class 1-A1
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 1-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A1 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A1
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A1 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A1 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A1/1-A2 LOCKOUT PERCENTAGE: With respect to any
Distribution
Date through April 2010, 0% and for any Distribution Date
thereafter, the lesser
of (i) the product of (a) the quotient of (I) the Outstanding
Certificate
Principal Balance of the Class 1-A1 and Class 1-A2 Certificates
and (II) the
Outstanding Certificate Principal Balance of the Class 1-A1,
Class 1-A2, Class
1-A3 and Class 1-A4 Certificates and (b) the Step Down
Percentage, in each case
immediately prior to such Distribution Date and (ii)
100.00%.
CLASS 1-A1/1-A2 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With
respect to
any Distribution Date, the Class 1-A1/1-A2 Lockout Percentage of
the Class A
Subgroup 1-1 Optimal Principal Amount.
CLASS 1-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A1 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(A).
CLASS 1-A2 CERTIFICATE: Any one of the Class 1-A2
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 1-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A2 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A2
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A2 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A2 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A2 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(B).
CLASS 1-A3 CERTIFICATE: Any one of the Class 1-A3
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.
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CLASS 1-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A3 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A3
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A3 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A3 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A3 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(C).
CLASS 1-A4 CERTIFICATE: Any one of the Class 1-A4
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 1-A4 ACCRETION TERMINATION DATE: The earlier to occur of
(i) the
Distribution Date following the Distribution Date on which the
aggregate
Outstanding Certificate Principal Balance of the Class 1-A3
Certificates has
been reduced to zero and (ii) the Distribution Date following
the Credit Support
Depletion Date.
CLASS 1-A4 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A4 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A4
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A4 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A4 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A4 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A4 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A4 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(D).
CLASS 1-A5 CERTIFICATE: Any one of the Class 1-A5
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 1-A5 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A5 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A5
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A5 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A5 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A5/1-A18 LOCKOUT PERCENTAGE: With respect to any
Distribution
Date through April 2010, 0% and for any Distribution Date
thereafter, the lesser
of (i) the product of (a) the quotient of (I) the sum of (A) the
Outstanding
Certificate Principal Balance of the Class 1-A5 and Class 1-A18
Certificates and
(B) $20,000,000 (II) the Outstanding Certificate Principal
Balance of the Class
1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A10, Class
1-A11, Class 1-A12
and Class 1-A18 Certificates and (b) the Step Down Percentage,
in each case
immediately prior to such Distribution Date
6
<PAGE>
and (ii) 100.00%; provided, however, that the quotient in clause
(a) of this
paragraph shall not exceed 1 and in no event shall the Class
1-A5/1-A18 Lockout
Percentage exceed 99%.
CLASS 1-A5/1-A18 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With
respect to
any Distribution Date, the Class 1-A5/1-A18 Lockout Percentage
of the Class A
Subgroup 1-2 Optimal Principal Amount.
CLASS 1-A5 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A5 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A5 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(E).
CLASS 1-A6 CERTIFICATE: Any one of the Class 1-A6
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 1-A6 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A6 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A6
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A6 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A6 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A6 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A6 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A6 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(F).
CLASS 1-A7 CERTIFICATE: Any one of the Class 1-A7
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 1-A7 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A7 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A7
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A7 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A7 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A7 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A7 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A7 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(G).
CLASS 1-A8 CERTIFICATE: Any one of the Class 1-A8
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 1-A8 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A8 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A8
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A8 Certificates
on such Distribution Date pursuant to Section 6.05(c),
7
<PAGE>
and (iii) any interest shortfall resulting from the Relief Act
allocated to the
Class 1-A8 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS 1-A8 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A8 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A8 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(H).
CLASS 1-A9 CERTIFICATE: Any one of the Class 1-A9
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 1-A9 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A9 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A9
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
1-A9 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
1-A9 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 1-A9 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 1-A9 Interest Accrual
Amount over the
amount actually distributed to the Class 1-A9 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(I).
CLASS 1-A10 CERTIFICATE: Any one of the Class 1-A10
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 1-A10 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A10 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A10
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to
the Class 1-A10
Certificates on such Distribution Date pursuant to Section
6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated
to the Class
1-A10 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A10 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A10 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A10
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(J).
CLASS 1-A11 CERTIFICATE: Any one of the Class 1-A11
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 1-A11/1-A12 ACCRETION TERMINATION DATE: The earlier to
occur of
(i) the Distribution Date following the Distribution Date on
which the aggregate
Outstanding Certificate Principal Balance of the Class 1-A6,
Class 1-A7, Class
1-A8, Class1-A9 and Class 1-A10 Certificates has been reduced to
zero and (ii)
the Distribution Date following the Credit Support Depletion
Date.
CLASS 1-A11 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A11 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A11
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting
8
<PAGE>
from an Excess Loss allocated to the Class 1-A11 Certificates on
such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A11
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A11 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A11 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A11
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(K).
CLASS 1-A12 CERTIFICATE: Any one of the Class 1-A12
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 1-A12 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A12 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A12
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to
the Class 1-A12
Certificates on such Distribution Date pursuant to Section
6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated
to the Class
1-A12 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A12 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A12 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A12
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(L).
CLASS 1-A13 CERTIFICATE: Any one of the Class 1-A13
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 1-A13 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A13 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A13
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to
the Class 1-A13
Certificates on such Distribution Date pursuant to Section
6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated
to the Class
1-A13 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A13 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A13 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A13
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(M).
CLASS 1-A14 CERTIFICATE: Any one of the Class 1-A14
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 1-A14 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A14 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A14
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to
the Class 1-A14
Certificates on such Distribution Date pursuant to Section
6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated
to the Class
1-A14 Certificates on such Distribution Date pursuant to Section
6.05(d).
9
<PAGE>
CLASS 1-A14 LOCKOUT PERCENTAGE: With respect to any Distribution
Date
through April 2010, 0% and for any Distribution Date thereafter,
the lesser of
(i) the product of (a) the quotient of (I) the Outstanding
Certificate Principal
Balance of the Class 1-A14 Certificates and (II) the Outstanding
Certificate
Principal Balance of the Class 1-A14, Class 1-A15, Class 1-A16
and Class 1-A17
Certificates and (b) the Step Down Percentage, in each case
immediately prior to
such Distribution Date and (ii) 100.00%.
CLASS 1-A14 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect
to any
Distribution Date, will equal the product of (i) the Class 1-A14
Lockout
Percentage and (ii) the Class A Subgroup 1-3 Optimal Principal
Amount less the
amount of the Class A Subgroup 1-3 Optimal Principal Amount
distributed to the
Class 1-A13 Certificates.
CLASS 1-A14 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A14 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A14
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(N).
CLASS 1-A15 CERTIFICATE: Any one of the Class 1-A15
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 1-A15 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A15 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A15
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to
the Class 1-A15
Certificates on such Distribution Date pursuant to Section
6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated
to the Class
1-A15 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A15 LOCKOUT PERCENTAGE: With respect to any Distribution
Date
through April 2010, 0% and for any Distribution Date thereafter,
the lesser of
(i) the product of (a) the quotient of (I) the Outstanding
Certificate Principal
Balance of the Class 1-A15 Certificates and (II) the Outstanding
Certificate
Principal Balance of the Class 1-A14, Class 1-A15, Class 1-A16
and Class 1-A17
Certificates and (b) the Step Down Percentage, in each case
immediately prior to
such Distribution Date and (ii) 100.00%.
CLASS 1-A15 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect
to any
Distribution Date, will equal the product of (i) the Class 1-A15
Lockout
Percentage and (ii) the Class A Subgroup 1-3 Optimal Principal
Amount less the
amount of the Class A Subgroup 1-3 Optimal Principal Amount
distributed to the
Class 1-A13 and Class 1-A14 Certificates.
CLASS 1-A15 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A15 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A15
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(O).
CLASS 1-A16 CERTIFICATE: Any one of the Class 1-A16
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 1-A16 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A16 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A16
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting
10
<PAGE>
from an Excess Loss allocated to the Class 1-A16 Certificates on
such
Distribution Date pursuant to Section 6.05(c), and (iii) any
interest shortfall
resulting from the Relief Act allocated to the Class 1-A16
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A16 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A16 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A16
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(P).
CLASS 1-A17 CERTIFICATE: Any one of the Class 1-A17
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 1-A17 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A17 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A17
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to
the Class 1-A17
Certificates on such Distribution Date pursuant to Section
6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated
to the Class
1-A17 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A17 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A17 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A17
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(Q).
CLASS 1-A18 CERTIFICATE: Any one of the Class 1-A18
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 1-A18 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 1-A18 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 1-A18
Certificates on
such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to
the Class 1-A18
Certificates on such Distribution Date pursuant to Section
6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated
to the Class
1-A18 Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS 1-A18 SHORTFALL: With respect to any Distribution Date,
the
amount equal to the excess, if any, of the Class 1-A18 Interest
Accrual Amount
over the amount actually distributed to the Class 1-A18
Certificateholders on
such Distribution Date pursuant to Section 6.01(b)(i)(R).
CLASS 1-AX CERTIFICATE: Any one of the Class 1-AX
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 1-AX INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the Class
1-AX Notional
Amount minus (i) any Compensating Interest Shortfall allocated
to the Class 1-AX
Certificates on such Distribution Date pursuant to Section
6.05(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 1-AX Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act,
allocated to the
Class 1-AX Certificates on such Distribution Date pursuant to
Section 6.05(d).
11
<PAGE>
CLASS 1-AX NOTIONAL AMOUNT: With respect to any Distribution
Date, an
amount equal the product of the aggregate Scheduled Principal
Balance of the
Subgroup 1-3 Mortgage Loans having a Net Mortgage Rate greater
than 6.00% and a
fraction the numerator of which is the weighted average of the
Stripped Interest
Rates of such Mortgage Loans and the denominator of which is
6.00%. The Class
1-AX Notional Amount for the first Distribution Date will be
$753,581.
CLASS 1-AX SHORTFALL: With respect to any Distribution Date the
amount
equal to the excess, if any, of the Class 1-AX Interest Accrual
Amount over the
amount actually distributed to the Class 1-AX Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(S).
CLASS 2-A1 CERTIFICATE: Any one of the Class 2-A1
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 2-A1 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 2-A1 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 2-A1
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
2-A1 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
2-A1 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 2-A1 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A1 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A1 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(T).
CLASS 2-A2 CERTIFICATE: Any one of the Class 2-A2
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 2-A2 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the
Outstanding
Certificate Principal Balance of the Class 2-A2 Certificates
minus (i) any
Compensating Interest Shortfall allocated to the Class 2-A2
Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized
Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class
2-A2 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest
shortfall resulting from the Relief Act allocated to the Class
2-A2 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 2-A2 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A2 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A2 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(U).
CLASS 2-A3 CERTIFICATE: Any one of the Class 2-A3
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 2-A3 INTEREST ACCRUAL AMOUNT: With respect to any
Distribution
Date, one month's interest at the Certificate Rate on the Class
2-A3 Notional
Amount minus (i) any Compensating Interest Shortfall allocated
to the Class 2-A3
Certificates on such Distribution Date pursuant to Section
6.05(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the
Class 2-A3 Certificates on such Distribution Date pursuant to
Section 6.05(c),
and (iii) any interest shortfall
12
<PAGE>
resulting from the Relief Act allocated to the Class 2-A3
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A3 NOTIONAL AMOUNT: With respect to any Distribution
Date, an
amount equal to the Outstanding Certificate Principal Balance of
the Class 2-A2
Certificates (prior to giving effect to the distributions made
on such
Distribution Date). The Class 2-A3 Notional Amount for the first
Distribution
Date will be $18,141,990.
CLASS 2-A3 SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class 2-A3 Interest Accrual
Amount over the
amount actually distributed to the Class 2-A3 Certificateholders
on such
Distribution Date pursuant to Section 6.01(b)(i)(V).
CLASS A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3,
Class
1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class
1-A9, Class 1-A10,
Class 1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15,
Class 1-A16,
Class 1-A17, Class 1-A18, Class 1-AX, Class 2-A1, Class 2-A2,
Class 2-A3, Class
A-P and Class A-R Certificates, referred to collectively.
CLASS A, CLASS M OR CLASS B: Pertaining to Class A Certificates,
Class
M Certificates or Class B Certificates, as the case may be.
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 as of such Distribution
Date 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, the sum
of the
Class A Subgroup 1-1 Principal Balance, the Class A Subgroup 1-2
Principal
Balance, the Class A Subgroup 1-3 Principal Balance, the Class A
Subgroup 2-1
Principal Balance, the Class A Subgroup 2-2 Principal Balance
and the Class A
Subgroup A-P Principal Balance.
CLASS A SUBGROUP 1-1 CERTIFICATES: The Class 1-A1, Class 1-A2,
Class
1-A3 and Class 1-A4 Certificates, referred to collectively.
CLASS A SUBGROUP 1-1 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the Class A Subgroup 1-1
Principal Balance
and (b) the sum of:
(i) the Class A Subgroup 1-1 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
1-1 which were outstanding during such Due Period;
(ii) the Class A Subgroup 1-1 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
1-1
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component in Subgroup
1-1 not described in (iv) below, the Class A Subgroup 1-1
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 1-1, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to
any such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
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(iv) with respect to each Mortgage Component in Subgroup
1-1 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 1-1 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a
Liquidated
Mortgage Loan and (B) the Class A Subgroup 1-1 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with respect to each Mortgage Component in Subgroup
1-1 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 1-1 Prepayment
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 applicable Class A Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 1-1 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
outstanding principal balance of the Mortgage Components in
Subgroup
1-1, if any, as of the preceding Distribution Date (giving
effect to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 1-1 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A Subgroup 1-1
Principal Balance by
the outstanding principal balance of the Mortgage Loans or
Mortgage Components
in Subgroup 1-1, but not more than 100%.
CLASS A SUBGROUP 1-1 PREPAYMENT PERCENTAGE: As of any
Distribution Date
up to and including the Distribution Date in April 2010, 100%;
as of any
Distribution Date in the first year thereafter, the Class A
Subgroup 1-1
Percentage plus 70% of the Subgroup 1-1 Subordinated Percentage
for such
Distribution Date; as of any Distribution Date in the second
year thereafter,
the Class A Subgroup 1-1 Percentage plus 60% of the Subgroup 1-1
Subordinated
Percentage for such Distribution Date; as of any Distribution
Date in the third
year thereafter, the Class A Subgroup 1-1 Percentage plus 40% of
the Subgroup
1-1 Subordinated Percentage for such Distribution Date; as of
any Distribution
Date in the fourth year thereafter, the Class A Subgroup 1-1
Percentage plus 20%
of the Subgroup 1-1 Subordinated Percentage for such
Distribution Date; and as
of any Distribution Date after the fourth year thereafter, the
Class A Subgroup
1-1 Percentage; provided that, if the Class A Subgroup 1-1
Percentage as of any
such Distribution Date is greater than the Class A Subgroup 1-1
Percentage on
the first Distribution Date or any other applicable Class A
Subgroup Percentage
as of any such Distribution Date is greater than the applicable
Class A Subgroup
Percentage on the first Distribution Date, the Class A Subgroup
1-1 Prepayment
Percentage shall be 100%; and provided further, however, that
whenever the Class
A Subgroup 1-1 Percentage equals 0%, the Class A Subgroup 1-1
Prepayment
Percentage shall equal 0%; and provided further that no
reduction of the Class A
Subgroup 1-1 Prepayment Percentage below the level in effect for
the most recent
period shall occur with respect to any Distribution Date unless,
as of the last
day of the month preceding such Distribution Date, (i) the
aggregate outstanding
Principal Balance of Mortgage Loans or Mortgage Components with
respect to all
six Subgroups, each taken individually, delinquent 60 days or
more (including
for this purpose any Mortgage Loans in foreclosure and Mortgage
Loans with
respect to which the related Mortgaged Property has been
acquired by the Trust
Fund) does not exceed 50% of the Subordinated Percentage of the
portion of the
Mortgage Pool Principal Balance with respect to the related
Subgroup as of such
date and (ii) cumulative Realized Losses with respect to all six
Subgroups, each
taken individually, do not exceed (a) 30% of the related
14
<PAGE>
Original Subordinated Principal Balance if such Distribution
Date occurs in the
year beginning with and including the fifth anniversary of the
first
Distribution Date, (b) 35% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the sixth anniversary of the first Distribution Date,
(c) 40% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the seventh anniversary
of the first
Distribution Date, (d) 45% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the eighth anniversary of the first Distribution Date,
and (e) 50% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the ninth
anniversary of the
first Distribution Date and thereafter.
CLASS A SUBGROUP 1-1 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 1-1 Principal Balance for the
immediately preceding
Distribution Date less (b) amounts distributed to the Class A
Subgroup 1-1
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 A
Subgroup 1-1
Certificates pursuant to Section 6.04); as adjusted to reflect
any adjustments
to the Outstanding Certificate Principal Balance of the Class A
Subgroup 1-1
Certificates as a result of Subsequent Recoveries; provided that
the Class A
Subgroup 1-1 Principal Balance on the first Distribution Date
will be the
Original Class A Subgroup 1-1 Principal Balance.
CLASS A SUBGROUP 1-1 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the Class A Subgroup 1-1
Certificateholders
pursuant to Section 6.01(b)(ii)(A) shall be made in the
following amounts and
priority, (a) except after the Credit Support Depletion
Date:
first, to the Class 1-A1 and the Class 1-A2 Certificates, pro
rata,
based upon their Outstanding Certificate Principal Balances, up
to the Class
1-A1/1-A2 Lockout Principal Distribution Amount, until the
Outstanding
Certificate Principal Balances of such Classes have been reduced
to zero;
second, sequentially, to the Class 1-A3 and Class 1-A4
Certificates,
until the Outstanding Certificate Principal Balance of each such
Class has been
reduced to zero; and
third, to the Class 1-A1 and Class 1-A2 Certificates, pro rata,
based
upon their Outstanding Certificate Principal Balances, until the
Outstanding
Certificate Principal Balances of such Classes have been reduced
to zero.
(b) after the Credit Support Depletion Date,
pro rata, based upon their Outstanding Certificate Principal
Balances,
to the Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A4
Certificates until the
Outstanding Certificate Principal Balances of such Classes have
been reduced to
zero.
CLASS A SUBGROUP 1-2 CERTIFICATES: The Class 1-A5, Class 1-A6,
Class
1-A7, Class 1-A8, Class 1-A9, Class 1-A10, Class 1-A11, Class
1-A12 and Class
1-A18 Certificates.
CLASS A SUBGROUP 1-2 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the Class A Subgroup 1-2
Principal Balance
and (b) the sum of:
(i) the Class A Subgroup 1-2 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
1-2 which were outstanding during such Due Period;
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<PAGE>
(ii) the Class A Subgroup 1-2 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
1-2
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component in Subgroup
1-2 not described in (iv) below, the Class A Subgroup 1-2
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 1-2, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to
any such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
(iv) with respect to each Mortgage Component in Subgroup
1-2 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 1-2 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a
Liquidated
Mortgage Loan and (B) the Class A Subgroup 1-2 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with respect to each Mortgage Component in Subgroup
1-2 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 1-2 Prepayment
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 applicable Class A Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 1-2 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
outstanding principal balance of the Mortgage Components in
Subgroup
1-2, if any, as of the preceding Distribution Date (giving
effect to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 1-2 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A Subgroup 1-2
Principal Balance by
the outstanding principal balance of the Mortgage Components in
Subgroup 1-2,
but not more than 100%.
CLASS A SUBGROUP 1-2 PREPAYMENT PERCENTAGE: As of any
Distribution Date
up to and including the Distribution Date in April 2010, 100%;
as of any
Distribution Date in the first year thereafter, the Class A
Subgroup 1-2
Percentage plus 70% of the Subgroup 1-2 Subordinated Percentage
for such
Distribution Date; as of any Distribution Date in the second
year thereafter,
the Class A Subgroup 1-2 Percentage plus 60% of the Subgroup 1-2
Subordinated
Percentage for such Distribution Date; as of any Distribution
Date in the third
year thereafter, the Class A Subgroup 1-2 Percentage plus 40% of
the Subgroup
1-2 Subordinated Percentage for such Distribution Date; as of
any Distribution
Date in the fourth year thereafter, the Class A Subgroup 1-2
Percentage plus 20%
of the Subgroup 1-2 Subordinated Percentage for such
Distribution Date; and as
of any Distribution Date after the fourth year thereafter, the
Class A Subgroup
1-2 Percentage; provided that, if the Class A Subgroup 1-2
Percentage as of any
such Distribution Date
16
<PAGE>
is greater than the Class A Subgroup 1-2 Percentage on the first
Distribution
Date or any other applicable Class A Subgroup Percentage as of
any such
Distribution Date is greater than the applicable Class A
Subgroup Percentage on
the first Distribution Date, the Class A Subgroup 1-2 Prepayment
Percentage
shall be 100%; and provided further, however, that whenever the
Class A Subgroup
1-2 Percentage equals 0%, the Class A Subgroup 1-2 Prepayment
Percentage shall
equal 0%; and provided further that no reduction of the Class A
Subgroup 1-2
Prepayment Percentage below the level in effect for the most
recent period shall
occur with respect to any Distribution Date unless, as of the
last day of the
month preceding such Distribution Date, (i) the aggregate
outstanding Principal
Balance of Mortgage Loans or Mortgage Components with respect to
all six
Subgroups, each taken individually, delinquent 60 days or more
(including for
this purpose any Mortgage Loans in foreclosure and Mortgage
Loans with respect
to which the related Mortgaged Property has been acquired by the
Trust Fund)
does not exceed 50% of the Subordinated Percentage of the
portion of the
Mortgage Pool Principal Balance with respect to the related
Subgroup as of such
date and (ii) cumulative Realized Losses with respect to all six
Subgroups, each
taken individually, do not exceed (a) 30% of the related
Original Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the fifth anniversary of the first Distribution
Date, (b) 35% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the sixth
anniversary of the
first Distribution Date, (c) 40% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the seventh anniversary of the first Distribution
Date, (d) 45% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the eighth anniversary
of the first
Distribution Date, and (e) 50% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the ninth anniversary of the first Distribution Date
and thereafter.
CLASS A SUBGROUP 1-2 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 1-2 Principal Balance for the
immediately preceding
Distribution Date less (b) amounts distributed to the Class A
Subgroup 1-2
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
Subgroup 1-2
Certificates pursuant to Section 6.04); as adjusted to reflect
any adjustments
to the Outstanding Certificate Principal Balance of the Class A
Subgroup 1-2
Certificates as a result of Subsequent Recoveries provided that
the Class A
Subgroup 1-2 Principal Balance on the first Distribution Date
will be the
Original Class A Subgroup 1-2 Principal Balance.
CLASS A SUBGROUP 1-2 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the Class A Subgroup 1-2
Certificateholders
pursuant to Section 6.01(b)(ii)(B) shall be made in the
following amounts and
priority, (a) except after the Credit Support Depletion
Date:
first, to the Class 1-A5 and Class 1-A18 Certificates, pro rata
based
upon their Outstanding Certificate Principal Balances, up to the
Class 1-A5
/1-A18 Lockout Principal Distribution Amount until the
Outstanding Certificate
Principal Balances of such Classes have been reduced to
zero;
second, concurrently:
(i) 25.7724805418% sequentially, to the Class 1-A6 and
Class 1-A7 Certificates until the Outstanding
Certificate Principal Balance of each such Class has
been reduced to zero;
(ii) 24.6515114569% as follows:
17
<PAGE>
(A) first, to the Class 1-A8 Certificates, up to
the amount necessary to reduce the Outstanding
Certificate Principal Balance of such Class to its
Planned Principal Balance;
(B) second, to the Class 1-A9 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been reduced to zero;
(C) third, to the Class 1-A8 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been reduced to zero;
(iii) 49.5760080013% to the Class 1-A10 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been reduced to zero;
third, to the Class 1-A11 and Class 1-A12 Certificates, pro rata
based
upon their Outstanding Certificate Principal Balances, until the
Outstanding
Certificate Principal Balances of such Classes have been reduced
to zero; and
fourth, to the Class 1-A5 and Class 1-A18 Certificates, pro rata
based
upon their Outstanding Certificate Principal Balances, until the
Outstanding
Certificate Principal Balances of such Classes have been reduced
to zero.
(b) after the Credit Support Depletion Date,
pro rata, based upon their Outstanding Certificate Principal
Balances,
to the Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class
1-A10, Class 1-A11,
Class 1-A12 and Class 1-A18 Certificates until the Outstanding
Certificate
Principal Balances of such Classes have been reduced to
zero.
CLASS A SUBGROUP 1-3 CERTIFICATES: The Class 1-A13, Class 1-A14,
Class
1-A15, Class 1-A16 and Class 1-A17 Certificates.
CLASS A SUBGROUP 1-3 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the Class A Subgroup 1-3
Principal Balance
and (b) the sum of:
(i) the Class A Subgroup 1-3 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
1-3 which were outstanding during such Due Period;
(ii) the Class A Subgroup 1-3 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
1-3
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component in Subgroup
1-3 not described in (iv) below, the Class A Subgroup 1-3
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 1-3, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to
any such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
18
<PAGE>
(iv) with respect to each Mortgage Component in Subgroup
1-3 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 1-3 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a
Liquidated
Mortgage Loan and (B) the Class A Subgroup 1-3 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with respect to each Mortgage Component in Subgroup
1-3 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 1-3 Prepayment
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 applicable Class A Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 1-3 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
outstanding principal balance of the Mortgage Components in
Subgroup
1-3, if any, as of the preceding Distribution Date (giving
effect to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 1-3 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A Subgroup 1-3
Principal Balance by
the outstanding principal balance of the Mortgage Components in
Subgroup 1-3,
but not more than 100%.
CLASS A SUBGROUP 1-3 PREPAYMENT PERCENTAGE: As of any
Distribution Date
up to and including the Distribution Date in April 2010, 100%;
as of any
Distribution Date in the first year thereafter, the Class A
Subgroup 1-3
Percentage plus 70% of the Subgroup 1-3 Subordinated Percentage
for such
Distribution Date; as of any Distribution Date in the second
year thereafter,
the Class A Subgroup 1-3 Percentage plus 60% of the Subgroup 1-3
Subordinated
Percentage for such Distribution Date; as of any Distribution
Date in the third
year thereafter, the Class A Subgroup 1-3 Percentage plus 40% of
the Subgroup
1-3 Subordinated Percentage for such Distribution Date; as of
any Distribution
Date in the fourth year thereafter, the Class A Subgroup 1-3
Percentage plus 20%
of the Subgroup 1-3 Subordinated Percentage for such
Distribution Date; and as
of any Distribution Date after the fourth year thereafter, the
Class A Subgroup
1-3 Percentage; provided that, if the Class A Subgroup 1-3
Percentage as of any
such Distribution Date is greater than the Class A Subgroup 1-3
Percentage on
the first Distribution Date or any other applicable Class A
Subgroup Percentage
as of any such Distribution Date is greater than the applicable
Class A Subgroup
Percentage on the first Distribution Date, the Class A Subgroup
1-3 Prepayment
Percentage shall be 100%; and provided further, however, that
whenever the Class
A Subgroup 1-3 Percentage equals 0%, the Class A Subgroup 1-3
Prepayment
Percentage shall equal 0%; and provided further that no
reduction of the Class A
Subgroup 1-3 Prepayment Percentage below the level in effect for
the most recent
period shall occur with respect to any Distribution Date unless,
as of the last
day of the month preceding such Distribution Date, (i) the
aggregate outstanding
Principal Balance of Mortgage Loans or Mortgage Components with
respect to all
six Subgroups, each taken individually, delinquent 60 days or
more (including
for this purpose any Mortgage Loans in foreclosure and Mortgage
Loans with
respect to which the related Mortgaged Property has been
acquired by the Trust
Fund) does not exceed 50% of the Subordinated Percentage of the
portion of the
Mortgage Pool Principal Balance with respect to the related
Subgroup as of such
date and (ii) cumulative Realized Losses with respect to all six
Subgroups, each
taken individually, do not exceed (a) 30% of the related
19
<PAGE>
Original Subordinated Principal Balance if such Distribution
Date occurs in the
year beginning with and including the fifth anniversary of the
first
Distribution Date, (b) 35% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the sixth anniversary of the first Distribution Date,
(c) 40% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the seventh anniversary
of the first
Distribution Date, (d) 45% of the related Original Subordinated
Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the eighth anniversary of the first Distribution Date,
and (e) 50% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the ninth
anniversary of the
first Distribution Date and thereafter.
CLASS A SUBGROUP 1-3 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 1-3 Principal Balance for the
immediately preceding
Distribution Date less (b) amounts distributed to the Class A
Subgroup 1-3
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
Subgroup 1-3
Certificates pursuant to Section 6.04); as adjusted to reflect
any adjustments
to the Outstanding Certificate Principal Balance of the Class A
Subgroup 1-3
Certificates as a result of Subsequent Recoveries; provided that
the Class A
Subgroup 1-3 Principal Balance on the first Distribution Date
will be the
Original Class A Subgroup 1-3 Principal Balance.
CLASS A SUBGROUP 1-3 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the Class A Subgroup 1-3
Certificateholders
pursuant to Section 6.01(b)(ii)(C) shall be made in the
following amounts and
priority, (a) except after the Credit Support Depletion
Date:
Concurrently:
(i) 24.6803212564% to the Class 1-A13 Certificates until
the Outstanding Certificate Principal Balance of such
Class has been reduced to zero; and
(ii) 75.3196787436% as follows:
(A) first, to the Class 1-A14 Certificates,
up to the Class 1-A14 Lockout Principal
Distribution Amount, until the Outstanding
Certificate Principal Balance of such Class
has been reduced to zero;
(B) second, to the Class 1-A15 Certificates,
up to the Class 1-A15 Lockout Principal
Distribution Amount, until the Outstanding
Certificate Principal Balance of such Class
has been reduced to zero;
(C) third, sequentially, to the Class 1-A16
and Class 1-A17 Certificates until the
Outstanding Certificate Principal Balance of
each such Class has been reduced to zero;
(D) fourth, to the Class 1-A15 Certificates,
until the Outstanding Certificate Principal
Balance of such Class has been reduced to
zero;
(E) fifth, to the Class 1-A14 Certificates,
until the Outstanding Certificate Principal
Balance of such Class has been reduced to
zero.
(b) after the Credit Support Depletion Date,
pro rata, based upon their Outstanding Certificate Principal
Balances,
to the Class 1-A13, Class 1-A14, Class 1-A15, Class 1-A16 and
Class 1-A17
Certificates until the Outstanding Certificate Principal
Balances of such
Classes have been reduced to zero.
20
<PAGE>
CLASS A SUBGROUP 2-1 CERTIFICATES: The Class 2-A1 and Class
A-R
Certificates, referred to collectively.
CLASS A SUBGROUP 2-1 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the Class A Subgroup 2-1
Principal Balance
and (b) the sum of:
(i) the Class A Subgroup 2-1 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
2-1 which were outstanding during such Due Period;
(ii) the Class A Subgroup 2-1 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
2-1
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component in Subgroup
2-1 not described in (iv) below, the Class A Subgroup 2-1
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 2-1, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to
any such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
(iv) with respect to each Mortgage Component in Subgroup
2-1 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 2-1 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a
Liquidated
Mortgage Loan and (B) the Class A Subgroup 2-1 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with respect to each Mortgage Component in Subgroup
2-1 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 2-1 Prepayment
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 applicable Class A Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 2-1 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
outstanding principal balance of the Mortgage Components in
Subgroup
2-1, if any, as of the preceding Distribution Date (giving
effect to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 2-1 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A Subgroup 2-1
Principal Balance by
the outstanding principal balance of the Mortgage Loans or
Mortgage Components
in Subgroup 2-1, but not more than 100%.
21
<PAGE>
CLASS A SUBGROUP 2-1 PREPAYMENT PERCENTAGE: As of any
Distribution Date
up to and including the Distribution Date in April 2010, 100%;
as of any
Distribution Date in the first year thereafter, the Class A
Subgroup 2-1
Percentage plus 70% of the Subgroup 2-1 Subordinated Percentage
for such
Distribution Date; as of any Distribution Date in the second
year thereafter,
the Class A Subgroup 2-1 Percentage plus 60% of the Subgroup 2-1
Subordinated
Percentage for such Distribution Date; as of any Distribution
Date in the third
year thereafter, the Class A Subgroup 2-1 Percentage plus 40% of
the Subgroup
2-1 Subordinated Percentage for such Distribution Date; as of
any Distribution
Date in the fourth year thereafter, the Class A Subgroup 2-1
Percentage plus 20%
of the Subgroup 2-1 Subordinated Percentage for such
Distribution Date; and as
of any Distribution Date after the fourth year thereafter, the
Class A Subgroup
2-1 Percentage; provided that, if the Class A Subgroup 2-1
Percentage as of any
such Distribution Date is greater than the Class A Subgroup 2-1
Percentage on
the first Distribution Date or any other applicable Class A
Subgroup Percentage
as of any such Distribution Date is greater than the applicable
Class A Subgroup
Percentage on the first Distribution Date, the Class A Subgroup
2-1 Prepayment
Percentage shall be 100%; and provided further, however, that
whenever the Class
A Subgroup 2-1 Percentage equals 0%, the Class A Subgroup 2-1
Prepayment
Percentage shall equal 0%; and provided further that no
reduction of the Class A
Subgroup 2-1 Prepayment Percentage below the level in effect for
the most recent
period shall occur with respect to any Distribution Date unless,
as of the last
day of the month preceding such Distribution Date, (i) the
aggregate outstanding
Principal Balance of Mortgage Loans or Mortgage Components with
respect to all
six Subgroups, each taken individually, delinquent 60 days or
more (including
for this purpose any Mortgage Loans in foreclosure and Mortgage
Loans with
respect to which the related Mortgaged Property has been
acquired by the Trust
Fund) does not exceed 50% of the Subordinated Percentage of the
portion of the
Mortgage Pool Principal Balance with respect to the related
Subgroup as of such
date and (ii) cumulative Realized Losses with respect to all six
Subgroups, each
taken individually, do not exceed (a) 30% of the related
Original Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the fifth anniversary of the first Distribution
Date, (b) 35% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the sixth
anniversary of the
first Distribution Date, (c) 40% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the seventh anniversary of the first Distribution
Date, (d) 45% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the eighth anniversary
of the first
Distribution Date, and (e) 50% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the ninth anniversary of the first Distribution Date
and thereafter.
CLASS A SUBGROUP 2-1 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 2-1 Principal Balance for the
immediately preceding
Distribution Date less (b) amounts distributed to the Class A
Subgroup 2-1
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 A
Subgroup 2-1
Certificates pursuant to Section 6.04); as adjusted to reflect
any adjustments
to the Outstanding Certificate Principal Balance of the Class A
Subgroup 2-1
Certificates as a result of Subsequent Recoveries; provided that
the Class A
Subgroup 2-1 Principal Balance on the first Distribution Date
will be the
Original Class A Subgroup 2-1 Principal Balance.
CLASS A SUBGROUP 2-1 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the Class A Subgroup 2-1
Certificateholders
pursuant to Section 6.01(b)(ii)(D) shall be made in the
following amounts and
priority, (a) except after the Credit Support Depletion Date
sequentially, to
the Class A-R and Class 2-A1 Certificates until the Outstanding
Certificate
Principal Balance of each such Class has been reduced to zero,
and (b) after the
Credit Support Depletion Date, pro rata, based upon their
Outstanding
Certificate Principal Balances, to the Class A-R and Class
2-A1
22
<PAGE>
Certificates until the Outstanding Certificate Principal
Balances of such
Classes have been reduced to zero.
CLASS A SUBGROUP 2-2 CERTIFICATES: The Class 2-A6
Certificates.
CLASS A SUBGROUP 2-2 OPTIMAL PRINCIPAL AMOUNT: With respect to
any
Distribution Date, the lesser of (a) the Class A Subgroup 2-2
Principal Balance
and (b) the sum of:
(i) the Class A Subgroup 2-2 Percentage of the principal
portion of all Monthly Payments, whether or not received, which
were
due during the related Due Period on Mortgage Components in
Subgroup
2-2 which were outstanding during such Due Period;
(ii) the Class A Subgroup 2-2 Prepayment Percentage of all
Principal Prepayments made on Mortgage Components in Subgroup
2-2
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Component in Subgroup
2-2 not described in (iv) below, the Class A Subgroup 2-2
Percentage of
the principal portion of all Insurance Proceeds, condemnation
awards
and any other cash proceeds from a source other than the
applicable
Mortgagor, to the extent required to be deposited in the
Collection
Account pursuant to Section 5.08(iv) and (v), which were
received
during the related Principal Prepayment Period with respect to
any
Mortgage Component in Subgroup 2-2, net of related
unreimbursed
Servicing Advances and net of any portion thereof which, as to
any such
Mortgage Component, constitutes Late Collections that have been
the
subject of an Advance on any prior Distribution Date;
(iv) with respect to each Mortgage Component in Subgroup
2-2 with respect to which the related Mortgage Loan has become
a
Liquidated Mortgage Loan during the related Principal
Prepayment
Period, the lesser of (A) the Class A Subgroup 2-2 Percentage of
an
amount equal to the Principal Balance of such Mortgage Component
(net
of any unreimbursed Advances) as of the Due Date immediately
preceding
the date on which the related Mortgage Loan became a
Liquidated
Mortgage Loan and (B) the Class A Subgroup 2-2 Prepayment
Percentage of
the Net Liquidation Proceeds with respect to such Mortgage
Component
(net of any unreimbursed Advances);
(v) with respect to each Mortgage Component in Subgroup
2-2 related to a Mortgage Loan repurchased during the related
Principal
Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01,
an amount equal to the Class A Subgroup 2-2 Prepayment
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 applicable Class A Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the
excess of the Class A Subgroup 2-2 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
outstanding principal balance of the Mortgage Components in
Subgroup
2-2, if any, as of the preceding Distribution Date (giving
effect to
any Advances but prior to giving effect to any Principal
Prepayments
received with respect to such Mortgage Components that have not
been
passed through to the Certificateholders).
CLASS A SUBGROUP 2-2 PERCENTAGE: As of any Distribution Date,
the
percentage obtained by dividing the Class A Subgroup 2-2
Principal Balance by
the outstanding principal balance of the Mortgage Components in
Subgroup 2-2,
but not more than 100%.
23
<PAGE>
CLASS A SUBGROUP 2-2 PREPAYMENT PERCENTAGE: As of any
Distribution Date
up to and including the Distribution Date in April 2010, 100%;
as of any
Distribution Date in the first year thereafter, the Class A
Subgroup 2-2
Percentage plus 70% of the Subgroup 2-2 Subordinated Percentage
for such
Distribution Date; as of any Distribution Date in the second
year thereafter,
the Class A Subgroup 2-2 Percentage plus 60% of the Subgroup 2-2
Subordinated
Percentage for such Distribution Date; as of any Distribution
Date in the third
year thereafter, the Class A Subgroup 2-2 Percentage plus 40% of
the Subgroup
2-2 Subordinated Percentage for such Distribution Date; as of
any Distribution
Date in the fourth year thereafter, the Class A Subgroup 2-2
Percentage plus 20%
of the Subgroup 2-2 Subordinated Percentage for such
Distribution Date; and as
of any Distribution Date after the fourth year thereafter, the
Class A Subgroup
2-2 Percentage; provided that, if the Class A Subgroup 2-2
Percentage as of any
such Distribution Date is greater than the Class A Subgroup 2-2
Percentage on
the first Distribution Date or any other applicable Class A
Subgroup Percentage
as of any such Distribution Date is greater than the applicable
Class A Subgroup
Percentage on the first Distribution Date, the Class A Subgroup
2-2 Prepayment
Percentage shall be 100%; and provided further, however, that
whenever the Class
A Subgroup 2-2 Percentage equals 0%, the Class A Subgroup 2-2
Prepayment
Percentage shall equal 0%; and provided further that no
reduction of the Class A
Subgroup 2-2 Prepayment Percentage below the level in effect for
the most recent
period shall occur with respect to any Distribution Date unless,
as of the last
day of the month preceding such Distribution Date, (i) the
aggregate outstanding
Principal Balance of Mortgage Loans or Mortgage Components with
respect to all
six Subgroups, each taken individually, delinquent 60 days or
more (including
for this purpose any Mortgage Loans in foreclosure and Mortgage
Loans with
respect to which the related Mortgaged Property has been
acquired by the Trust
Fund) does not exceed 50% of the Subordinated Percentage of the
portion of the
Mortgage Pool Principal Balance with respect to the related
Subgroup as of such
date and (ii) cumulative Realized Losses with respect to all six
Subgroups, each
taken individually, do not exceed (a) 30% of the related
Original Subordinated
Principal Balance if such Distribution Date occurs in the year
beginning with
and including the fifth anniversary of the first Distribution
Date, (b) 35% of
the related Original Subordinated Principal Balance if such
Distribution Date
occurs in the year beginning with and including the sixth
anniversary of the
first Distribution Date, (c) 40% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the seventh anniversary of the first Distribution
Date, (d) 45% of the
related Original Subordinated Principal Balance if such
Distribution Date occurs
in the year beginning with and including the eighth anniversary
of the first
Distribution Date, and (e) 50% of the related Original
Subordinated Principal
Balance if such Distribution Date occurs in the year beginning
with and
including the ninth anniversary of the first Distribution Date
and thereafter.
CLASS A SUBGROUP 2-2 PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup 2-2 Principal Balance for the
immediately preceding
Distribution Date less (b) amounts distributed to the Class A
Subgroup 2-2
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
Subgroup 2-2
Certificates pursuant to Section 6.04); as adjusted to reflect
any adjustments
to the Outstanding Certificate Principal Balance of the Class A
Subgroup 2-2
Certificates as a result of Subsequent Recoveries; provided that
the Class A
Subgroup 2-2 Principal Balance on the first Distribution Date
will be the
Original Class A Subgroup 2-2 Principal Balance.
CLASS A SUBGROUP 2-2 PRINCIPAL PAYMENT RULES: With respect to
any
Distribution Date, distributions to the Class A Subgroup 2-2
Certificateholders
pursuant to Section 6.01(b)(ii)(E) shall be made to the Class
2-A2 Certificates,
until the Outstanding Certificate Principal Balance of such
Class has been
reduced to zero.
24
<PAGE>
CLASS A-P AMOUNT: With respect to any Distribution Date, (i)
all
principal received on or in respect of each Mortgage Component
in Subgroup A-P
(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 Mortgage Component in Subgroup A-P
during the
related Due Period.
CLASS A SUBGROUP A-P PRINCIPAL BALANCE: As of any Distribution
Date,
(a) the Class A Subgroup A-P Principal Balance for the
immediately preceding
Distribution Date less (b) amounts distributed to the Class
A-P
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-P
Certificates
pursuant to Section 6.04); as adjusted to reflect any
adjustments to the
Outstanding Certificate Principal Balance of the Class A-P
Certificates as a
result of Subsequent Recoveries; provided that the Class A
Subgroup A-P
Principal Balance on the first Distribution Date will be the
Original Class A
Subgroup A-P Principal Balance.
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)
any Realized Loss with respect to a Mortgage Component in
Subgroup A-P other
than an Excess Loss 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 Certificate executed by
the
Depositor and authenticated by the Trustee, 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(b)(i)(W).
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
25
<PAGE>
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, 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(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, 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(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, 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(d)(3) (A) and (B).
26
<PAGE>
CLASS B-4 CERTIFICATE: Any one of the Class B-4 Certificates
executed
by the Depositor and authenticated by the Trustee, 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(d)(4) (A) and (B).
CLASS B-5 CERTIFICATE: Any one of the Class B-5 Certificates
executed
by the Depositor and authenticated by the Trustee, 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(d)(5) (A) and (B).
CLASS LT-R INTEREST: The sole residual interest in the
Lower-Tier
REMIC.
CLASS M CERTIFICATE: Any one of the Class M Certificates
executed by
the Depositor and authenticated by the Trustee, 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 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 M Certificates minus (i) any
Compensating
Interest Shortfall allocated to the Class 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 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 M
Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS M PERCENTAGE: As of any Distribution Date, the
percentage
obtained by dividing the Class M Principal Balance by the
Mortgage Pool
Principal Balance, but not more than 100%; 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.
27
<PAGE>
CLASS M PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Class M
Principal Balance for the immediately preceding Distribution
Date less (b)
amounts distributed to the Class 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 M Certificates pursuant to Section 6.04);
provided that
the Class M Principal Balance on the first Distribution Date
shall be the
Original Class M 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
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 M SHORTFALL: With respect to any Distribution Date, the
amount
equal to the excess, if any, of the Class M Interest Accrual
Amount over the
amount actually distributed to the Class M Certificateholders on
such
Distribution Date pursuant to Section 6.01(c) (A) and (B).
CLASS MT-R INTEREST: The sole residual interest in the
Middle-Tier
REMIC.
CLOSING DATE: April 26, 2005.
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.
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.
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) 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.
CUT-OFF DATE: April 1, 2005.
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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).
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
May 25, 2005.
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 or F1
by Fitch Ratings, or
(iii) an account or accounts the deposits in which are fully
insured by the
FDIC, or (iv) an account or accounts in a depository institution
in which such
accounts are insured by the FDIC (to the limit established by
the FDIC), the
uninsured deposits in which accounts are otherwise secured such
that, as
evidenced by an Opinion of Counsel delivered to and acceptable
to the Trustee
and each Rating Agency, the Certificateholders have a claim with
respect to the
funds in such account and a perfected first security interest
against any
collateral (which shall be limited to Eligible Investments)
securing such funds
that is superior to claims of any other depositors or creditors
of the
depository institution with which such account is maintained,
provided, however,
that such uninsured deposits do not result in the reduction of
the ratings
assigned to the Certificates by the Rating Agencies as evidenced
by a
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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 and
A-1+ by S&P;
(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 and P-1 by Moody's;
(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 receives
compensation with
respect to such investment) which may be 12b-1 funds, as
contemplated under the
rules promulgated by the Securities and Exchange Commission
under the Investment
Company Act of 1940, as amended, and which funds have been rated
by each Rating
Agency in its highest rating category or which have been
designated in writing
by each Rating Agency as Eligible Investments with respect to
this definition;
or
(vi) other obligations or securities (other than investments
or
obligations of Chase or any of its Affiliates) acceptable to
each Rating Agency
rating the Certificates as an Eligible Investment hereunder and
will not result
in a reduction or withdrawal in the then current rating of any
Class of
Certificates, as evidenced by a letter to such effect from each
Rating Agency;
Provided that no such instrument shall be an Eligible Investment
if such
instrument evidences either (a) a right to receive only interest
payments with
respect to the obligations underlying such instrument, or (b)
both principal and
interest payments derived from obligations underlying such
instrument where the
interest and principal payments with respect to such instrument
provide a yield
to maturity of greater than 120% of the yield to maturity at par
of such
underlying obligations; and provided further that no such
instrument shall be
purchased above par; and provided further that each Eligible
Investment must be
a "permitted investment" within the meaning of Section
860G(a)(5) of the Code.
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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 A-R, Class B-3, Class
B-4 or
Class B-5 Certificate and any other Certificate, unless the
acquisition and
holding of such other Certificate is 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 Trustee 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 PROCEEDS: All amounts (net of the related Servicing
Advances)
received on any Mortgage Loan (whether as regular principal
payments, Principal
Prepayments, Repurchase Proceeds, Liquidation Proceeds,
Subsequent Recoveries,
Insurance Proceeds, condemnation awards, 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) in excess of the Principal Balance at
the Cut-off Date
of such Mortgage Loan and accrued interest thereon at its
Mortgage Rate to the
Due Date immediately succeeding the date of prepayment,
repurchase or
liquidation, as the case may be.
EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or
portion
thereof, that exceeds the then applicable Special Hazard
Amount.
FDIC: The Federal Deposit Insurance Corporation or any
successor
organization.
FHLMC: The Federal Home Loan Mortgage Corporation or any
successor
organization.
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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. May 25, 2035.
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, $6,001,538) 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 Cut-off Date minus (b) the
aggregate amounts
allocated to the Certificates with respect to Fraud Losses on
the Mortgage Loans
up to such date of determination, (Y) from the third to 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 or (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 2-A2, Class 2-A3 and
Class A-P
Certificates), the calendar month immediately preceding the
month in which the
related Distribution Date occurs. With respect to any
Distribution Date and the
Class 2-A2 and Class 2-A3 Certificates, the period from and
including the 25th
day of the month immediately preceding the month in which such
Distribution Date
occurs (or from the Closing Date in the case of the first
Distribution Date), to
but excluding, the 25th day of the month in which such
Distribution Date occurs.
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.
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LIBOR: With respect to any Distribution Date and the Certificate
Rates
on the Class 2-A2 and Class 2-A3 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.
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.
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
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Interest, the excess of (x) the aggregate Scheduled Principal
Balance of the
Mortgage Loans or Mortgage Components in the related Subgroup
over (y) the
aggregate class principal amounts of the Certificate Subgroup
related to such
Subgroup.
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: The Middle-Tier REMIC as described in Section
2.04.
MIDDLE-TIER REMIC INTEREST: Any one of the classes of
Middle-Tier REMIC
Interests described in Section 2.04.
MIDDLE-TIER REMIC REGULAR INTEREST: Any one of the Middle-Tier
REMIC
Interests other than the Class MT-R Interest.
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.
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 COMPONENT: Each portion of a Mortgage Loan allocated to
a
Subgroup pursuant to the definitions of Subgroup A-P, Subgroup
1-1, Subgroup
1-2, Subgroup 1-3, Subgroup 2-1 and Subgroup 2-2, as
applicable.
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
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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
$600,153,807.78.
MORTGAGED PROPERTY: The property securing a Mortgage Note.
MORTGAGE RATE: With respect to each Mortgage Loan, the per annum
rate
of interest borne by the Mortgage Loan, as specified in the
Mortgage Note. The
Mortgage Rate for any Mortgage Loan shall be zero with respect
to the period
prior to the period during which interest accrues with respect
to such Mortgage
Loan's first Monthly Payment.
MORTGAGOR: The obligor on a Mortgage Note.
NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage
Loan,
Liquidation Proceeds net of Liquidation Expenses.
NET MORTGAGE RATE: With respect to each Mortgage Loan, a per
annum rate
of interest for the applicable period equal to the Mortgage Rate
less (i) the
Servicing Fee Rate and (ii) in the case of a substitute Mortgage
Loan, any
excess of the Mortgage Rate on the substitute Mortgage Loan over
the Mortgage
Rate on the removed Mortgage Loan.
NON-MERS MORTGAGE LOAN: Any Mortgage Loan other than a MERS
Mortgage
Loan.
NON-PO PERCENTAGE: With respect to each Mortgage Loan, 100%
minus the
applicable PO Percentage.
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
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<PAGE>
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 in Section
4.01(e).
ORIGINAL CLASS A PRINCIPAL BALANCE: $582,749,344.00.
ORIGINAL CLASS A SUBGROUP 1-1 PRINCIPAL BALANCE:
$39,532,520.00.
ORIGINAL CLASS A SUBGROUP 1-2 PRINCIPAL BALANCE:
$271,722,983.00.
ORIGINAL CLASS A SUBGROUP 1-3 PRINCIPAL BALANCE:
$101,421,038.00.
ORIGINAL CLASS A SUBGROUP 2-1 PRINCIPAL BALANCE:
$151,930,813.00.
ORIGINAL CLASS A SUBGROUP 2-2 PRINCIPAL BALANCE:
$18,141,990.00.
ORIGINAL CLASS A SUBGROUP A-P PRINCIPAL BALANCE:
$896,316.00.
ORIGINAL CLASS M PRINCIPAL BALANCE: $9,902,000.00.
ORIGINAL CLASS B PRINCIPAL BALANCE: $7,502,462.53.
ORIGINAL CREDIT SUPPORT: With respect to any Class of
Subordinated
Certificates (other than the Class B-5 Certificates), the level
of Credit
Support indicated below:
Class M: 1.25%
Class B-1: 0.80%
Class B-2: 0.50%
Class B-3: 0.30%
Class B-4: 0.15%
ORIGINAL SUBORDINATED PRINCIPAL BALANCE: The initial Subgroup
1-1
Subordinated Amount, the initial Subgroup 1-2 Subordinated
Amount, the initial
Subgroup 1-3 Subordinated Amount, the initial Subgroup 2-1
Subordinated Amount
or the initial Subgroup 2-2 Subordinated Amount, as
applicable.
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any
Class
(other than the Class 1-AX or Class 2-A3 Certificates) of
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 plus, in the case of Class 1-A4
Certificates, on
each Distribution Date prior to the Class 1-A4 Accretion
Termination Date, the
amounts calculated for such Distribution Date pursuant to
Section 6.01(b)(i)(X)
and in the case of Class 1-A11 and Class 1-A12 Certificates, on
each
Distribution Date prior to the Class 1-A11/1-A12 Accretion
Termination Date, the
amounts calculated for such Distribution Date pursuant to
Section 6.01(b)(i)(Y);
provided, further, however, that on any Distribution Date on
which a Subsequent
Recovery is distributed, the Outstanding Certificate Principal
Balance of any
Class of Certificates then outstanding for which any Realized
Loss has been
applied will be increased, in order of seniority, by an amount
equal to the
lesser of (i) the amount the Class of Certificates has been
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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 Subgroup A-P)
(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 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 M Certificates, the Outstanding
Certificate
Principal Balance of such Class shall equal the excess of the
Mortgage Pool
Principal Balance (excluding Subgroup A-P) (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
Class A Certificates (other than the Class A-P
Certificates).
OUTSTANDING MORTGAGE LOAN: As to any Distribution Date, a
Mortgage Loan
which was not paid in full during the related or any previous
Principal
Prepayment Period, which did not become a Liquidated Mortgage
Loan during the
related or any previous Principal Prepayment Period and which
was not
repurchased under Section 2.02, 3.01, 5.01, 5.21 or 11.01 during
the related or
any previous Principal Prepayment Period.
PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section
860E(e)(6)
of the Code.
PAYING AGENT: The Person appointed by the Trustee as Paying
Agent
pursuant to Section 4.05.
PERCENTAGE INTEREST: As to any Certificate, the percentage
interest
evidenced thereby in distributions required to be made
hereunder, such
percentage interest being equal, with respect to any Class, to
the percentage
obtained by dividing the Outstanding Certificate Principal
Balance (or the Class
1-AX Notional Amount or Class 2-A3 Notional Amount in the case
of the Class 1-AX
or Class 2-A3 Certificates, respectively) of such Certificate by
the aggregate
of the Outstanding Certificate Principal Balances (or Class 1-AX
Notional Amount
or Class 2-A3 Notional Amount in the case of the Class 1-AX or
Class 2-A3
Certificates, respectively) of all the Certificates of such
Class and with
respect to all Certificates, the percentage obtained by dividing
the Outstanding
Certificate Principal Balance of such Certificate by the
aggregate of the
Outstanding Certificate Principal Balances of all the
Certificates.
PERMITTED ACTIVITIES: The primary activities of the Trust
created
pursuant to this Agreement which shall be: (i) holding Mortgage
Loans
transferred from the Depositor and other assets of the Trust
Fund, including any
credit enhancement and passive derivative financial instruments
that pertain to
beneficial interests issued or sold to parties other than the
Depositor, its
Affiliates, or its agents; (ii) issuing certificates and other
interests in the
assets of the Trust Fund; (iii) receiving collections on the
Mortgage Loans and
making payments on such certificates and interests in accordance
with the terms
of this Agreement; and (iv) engaging in other activities that
are necessary or
incidental to accomplish these limited purposes, which
activities cannot be
contrary to the status of the Trust Fund as a qualified special
purpose entity
under existing accounting literature.
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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.
PLANNED PRINCIPAL BALANCE: For any Distribution Date, with
respect to
the Class 1-A8 Certificates, the amount specified for such
Distribution Date in
Schedule One hereto.
PO PERCENTAGE: With respect to each Pool 1 Mortgage Loan and
Pool 2
Mortgage Loan, equal to a fraction, expressed as a percentage
(but not less than
0%), the numerator of which will equal the excess, if any, of
5.25% and 5.00%,
respectively, over the applicable Net Mortgage Rate, and the
denominator of
which will equal 5.25% and 5.00%, respectively. The PO
Percentage will be 0%
with respect to Mortgage Loans for which the Net Mortgage Rate
is greater than
or equal to 5.25% in the case of a Pool 1 Mortgage Loan and
5.00% in the case of
a Pool 2 Mortgage Loan.
POOL 1 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Pool 1 Mortgage Loans.
POOL 2 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage
Loan
Schedule as being Pool 2 Mortgage Loans.
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 3.04, 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.
PURCHASE PRICE: With respect to any Mortgage Loan required to
be
purchased on any date pursuant to Section 2.02, 3.01, 5.01, 5.21
or 11.01, an
amount equal to the sum of (a) 100% of the Principal Balance
thereof, (b) unpaid
accrued interest at the Mortgage Rate thereon from the Due Date
on which
interest was last paid by the Mortgagor or Advanced by the
Servicer to the Due
Date next following the date of repurchase, (c) the aggregate of
any
unreimbursed Advances and any unreimbursed Servicing Advances
and (d) any
unreimbursed costs, penalties and/or damages incurred by the
Trust Fund and/or
the Trustee in connection with any violation relating to such
Mortgage Loan of
any predatory or abusive lending law.
QUALIFIED INSURER: An insurance company duly qualified as such
under
the laws of the states in which the Mortgaged Properties are
located, duly
authorized and licensed in such states to
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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 and
Moody's 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.
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: The close of business of the last Business Day of
the
month preceding the month of the related Distribution Date.
REFERENCE BANK RATE: As of 11:00 A.M. London time, on the day
that is
two LIBOR Business Days prior to the immediately preceding
Distribution Date,
the rate at which deposits are offered in U.S. Dollars by the
reference banks
(which shall be three major banks engaged in transactions in the
London
interbank market, selected by the Servicer) to prime banks in
the London
interbank market for a period of one month in amounts
approximately equal to the
aggregate of the Outstanding Certificate Principal Balance of
the Class 2-A2
Certificates and the Class 2-A3 Notional Amount in accordance
with the following
procedures. The Servicer will request the principal London
office of each of the
reference banks to provide a quotation of its rate. If at least
two such
quotations are provided, the rate will be the arithmetic mean of
the quotations.
If on such date fewer than two quotations are provided as
requested, the rate
will be the arithmetic mean of the rates quoted by one or more
major banks in
New York City, selected by the Servicer as of 11:00 A.M., New
York City time, on
such date for loans in U.S. Dollars to leading European banks
for a period of
one month in amounts approximately equal to the aggregate of the
Outstanding
Certificate Principal Balance of the Class 2-A2 Certificates and
the Class 2-A3
Notional Amount. In the event no such quotations can be
obtained, the rate will
be LIBOR for the prior Distribution Date, or in the case of the
first Rate
Adjustment Date, 2.89%.
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.
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<PAGE>
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, the Middle-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.
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.
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 or the
Class MT-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 and also, with
respect to a
particular matter, any other officer in its Agency & Trust
Office to whom such
matter is referred because of such officer's knowledge of and
familiarity with
the particular subject.
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
April 26,
2005 between the Depositor and CHF.
SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan
as of
any Distribution Date, the unpaid principal balance of such
Mortgage Loan as
specified in the amortization schedule at the time relating
thereto (before any
adjustment to such schedule by reason of bankruptcy or similar
proceeding or any
moratorium or similar waiver or grace period) as of the Due Date
in the month
preceding the month of such Distribution Date, or as the Cut-off
Date, with
respect to the first (1st) Distribution Date, after giving
effect to any
previously applied prepayments, the payment of principal due on
such first day
of the month and any reduction of the principal balance of such
Mortgage Loan by
a bankruptcy court, irrespective of any delinquency in payment
by the related
Mortgagor.
SECTION 302 REQUIREMENTS: Any rules or regulations promulgated
pursuant
to the Sarbanes-Oxley Act of 2002 (as such may be amended from
time to time).
SELLER: CHF.
SERVICER: Chase or any successor under this Agreement as
herein
provided.
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<PAGE>
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 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: 0.2660% per annum.
SERVICING OFFICER: Any officer of the Servicer or any
Sub-Servicer
involved in, or responsible for, the administration and
servicing of the
Mortgage Loans whose name appears on a written certificate
listing servicing
officers furnished to the Trustee by the Servicer on or prior to
the Closing
Date, and signed on behalf of the Servicer or any Sub-Servicer
by its President,
any Vice President or its Treasurer, as such certificate may
from time to time
be amended.
SFAS 140: Statement of Financial Accounting Standard No.
140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of
Liabilities dated September 2000, published by the Financial
Accounting
Standards Board of the Financial Accounting Foundation.
SIMILAR LAW: The meaning specified in Section 4.02(d).
SINGLE CERTIFICATE: A Certificate of any Class that evidences
the
smallest permissible original denomination for such Class of
Certificates as
specified in Section 4.01(d).
SPECIAL HAZARD AMOUNT: Initially, $6,001,538. 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 the greatest of (i) 1.00% multiplied by the aggregate
outstanding
Principal Balance of the Mortgage Loans, (ii) the aggregate
outstanding
Principal Balance of the Mortgage Loans secured by Mortgaged
Properties located
in the California postal zip code area in which the highest
percentage of
Mortgage Loans by Principal Balance are located and (iii) twice
the outstanding
Principal Balance of the Mortgage Loan having the largest
outstanding Principal
Balance.
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<PAGE>
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).
STEP DOWN PERCENTAGE: With respect to any Distribution Date,
the
percentage indicated below:]
Distribution Date Occurring in Step Down Percentage
--------------------------------------------
--------------------
May 2005 through April 2010................. 0%
May 2010 through April 2011................. 30%
May 2011 through April 2012................. 40%
May 2012 through April 2013................. 60%
May 2013 through April 2014................. 80%
May 2014 and thereafter..................... 100%
SUBGROUP: Any of the Subgroup A-P, Subgroup 1-1, Subgroup 1-2,
Subgroup
1-3, Subgroup 2-1 or Subgroup 2-2, as the case may be.
SUBGROUP 1-1: As of the Cut-off Date, consists of (a) the
Non-PO
Percentage of the Principal Balance of each Pool 1 Mortgage Loan
with a Net
Mortgage Rate less than or equal to 5.25% per annum and (b) the
portion of the
Principal Balance of each Pool 1 Mortgage Loan with a Net
Mortgage Rate greater
than 5.25% per annum and less than or equal to 5.50% per annum
allocated as
follows:
o portion allocable to Subgroup 1-1 =
Principal Balance x (1 - ((Net Mortgage Rate -
5.25%)/0.25%))
SUBGROUP 1-1 CERTIFICATES: The Class 1-A1, Class 1-A2, Class
1-A3 and
Class 1-A4 Certificates.
SUBGROUP 1-1 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal Balance of the Mortgage
Components in
Subgroup 1-1 over the aggregate Outstanding Certificate
Principal Balance of the
Class A Subgroup 1-1 Certificates (prior to giving effect to
distributions to be
made on such Distribution Date).
SUBGROUP 1-1 SUBORDINATED PERCENTAGE: As of any Distribution
Date, the
difference between 100% and the Class A Subgroup 1-1
Percentage.
SUBGROUP 1-1 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the Class A Subgroup 1-1
Prepayment
Percentage.
SUBGROUP 1-2: As of the Cut-off Date, consists of (a) the
portion of
the Principal Balance of each Pool 1 Mortgage Loan with a Net
Mortgage Rate
greater than 5.25% per annum and less than or equal to 5.50% per
annum allocated
as follows:
o portion allocable to Subgroup 1-2 =
Principal Balance x ((Net Mortgage Rate - 5.25%)/0.25)
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<PAGE>
plus (b) the portion of the Principal Balance of each Pool 1
Mortgage Loan with
a Net Mortgage Rate greater than 5.50% per annum and less than
or equal to 6.00%
per annum allocated as follows:
o portion allocable to Subgroup 1-2 =
Principal Balance x (1 - ((Net Mortgage Rate -
5.50%)/0.50%))
SUBGROUP 1-2 CERTIFICATES: The Class 1-A5, Class 1-A6, Class
1-A7,
Class 1-A8, Class 1-A9, Class 1-A10, Class 1-A11, Class 1-A12
and Class 1-A18
Certificates.
SUBGROUP 1-2 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal Balance of the Mortgage
Components in
Subgroup 1-2 over the aggregate Outstanding Certificate
Principal Balance of the
Class A Subgroup 1-2 Certificates (prior to giving effect to
distributions to be
made on such Distribution Date).
SUBGROUP 1-2 SUBORDINATED PERCENTAGE: As of any Distribution
Date, the
difference between 100% and the Class A Subgroup 1-2
Percentage.
SUBGROUP 1-2 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the Class A Subgroup 1-2
Prepayment
Percentage.
SUBGROUP 1-3: As of the Cut-off Date, consists of (a) the
Principal
Balance of each Pool 1 Mortgage Loan with a Net Mortgage Rate
greater than 6.00%
per annum and (b) a portion of the Principal Balance of each
Pool 1 Mortgage
Loan with a Net Mortgage Rate greater than 5.50% per annum and
less than or
equal to 6.00% per annum allocated as follows:
o portion allocable to Subgroup 1-3 =
Principal Balance x (( Net Mortgage Rate - 5.50% )/0.50%)
SUBGROUP 1-3 CERTIFICATES: The Class 1-A13, Class 1-A14, Class
1-A15,
Class 1-A16 and Class 1-A17 Certificates.
SUBGROUP 1-3 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal Balance of the Mortgage
Components in
Subgroup 1-3 over the aggregate Outstanding Certificate
Principal Balance of the
Class A Subgroup 1-3 Certificates (prior to giving effect to
distributions to be
made on such Distribution Date).
SUBGROUP 1-3 SUBORDINATED PERCENTAGE: As of any Distribution
Date, the
difference between 100% and the Class A Subgroup 1-3
Percentage.
SUBGROUP 1-3 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the Class A Subgroup 1-3
Prepayment
Percentage.
SUBGROUP 2-1: As of the Cut-off Date, consists of (a) the
Non-PO
Percentage of the Principal Balance of each Pool 2 Mortgage Loan
with a Net
Mortgage Rate less than or equal to 5.00% per annum
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<PAGE>
and (b) the portion of the Principal Balance of each Pool 2
Mortgage Loan with a
Net Mortgage Rate greater than 5.00% per annum and less than or
equal to 7.00%
per annum allocated as follows:
o portion allocable to Subgroup 2-1 =
Principal Balance x (1 - ((Net Mortgage Rate - 5.00%)/2.00%)
SUBGROUP 2-1 CERTIFICATES: The Class 2-A1 and Class A-R
Certificates.
SUBGROUP 2-1 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal Balance of the Mortgage
Loans or Mortgage
Components in Subgroup 2-1 over the aggregate Outstanding
Certificate Principal
Balance of the Class A Subgroup 2-1 Certificates (prior to
giving effect to
distributions to be made on such Distribution Date).
SUBGROUP 2-1 SUBORDINATED PERCENTAGE: As of any Distribution
Date, the
difference between 100% and the Class A Subgroup 2-1
Percentage.
SUBGROUP 2-1 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the Class A Subgroup 2-1
Prepayment
Percentage.
SUBGROUP 2-2: As of the Cut-off Date, consists of the portion of
the
Principal Balance of each Pool 2 Mortgage Loan with a Net
Mortgage Rate greater
than 5.00% per annum and less than or equal to 7.00% per annum
allocated as
follows:
o portion allocable to Subgroup 2-2 =
Principal Balance x ((Net Mortgage Rate - 5.00%)/2.00%)
SUBGROUP 2-2 CERTIFICATES: The Class 2-A2 and Class 2-A3
Certificates.
SUBGROUP 2-2 SUBORDINATED AMOUNT: For any Distribution Date, the
excess
of the aggregate Scheduled Principal Balance of the Mortgage
Components in
Subgroup 2-2 over the aggregate Outstanding Certificate
Principal Balance of the
Class A Subgroup 2-2 Certificates (prior to giving effect to
distributions to be
made on such Distribution Date).
SUBGROUP 2-2 SUBORDINATED PERCENTAGE: As of any Distribution
Date, the
difference between 100% and the Class A Subgroup 2-2
Percentage.
SUBGROUP 2-2 SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution
Date, the difference between 100% and the Class A Subgroup 2-2
Prepayment
Percentage.
SUBGROUP A-P: For purposes of allocating principal distributions
or
Realized Losses among the Class A Certificates, Subgroup A-P
will include the PO
Percentage of each Mortgage Loan.
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 the
amounts with
respect to each of Subgroup 1-1, Subgroup 1-2, Subgroup 1-3,
Subgroup 2-1 and
Subgroup 2-2, of the sum of: (i) the applicable Subordinated
Percentage of the
of the principal portion of all Monthly Payments, whether or not
received, which
were due during the related Due Period on Mortgage Components in
the related
Subgroup which were outstanding during such Due Period; (ii) the
applicable
Subordinated Prepayment Percentage of all Principal Prepayments
made on related
Mortgage Components during the related Principal Prepayment
Period; (iii) with
respect to each Mortgage
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<PAGE>
Component not described in (iv) below, the applicable
Subordinated 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
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 Component,
constitutes Late
Collections that have been the subject of an Advance on any
prior Distribution
Date; (iv) with respect to each Mortgage Component of a Mortgage
Loan which has
become a Liquidated Mortgage Loan during the related Principal
Prepayment
Period, an amount equal to the portion (if any) of the Net
Liquidation Proceeds
with respect to such Mortgage Component of the related
Liquidated Mortgage Loan
(net of any unreimbursed Advances) that was not included in the
Class A Optimal
Principal Amount with respect to such Distribution Date; and (v)
with respect to
each Mortgage Component of a Mortgage Loan repurchased or
purchased during the
related Principal Prepayment Period pursuant to Section 2.02,
3.01, 5.01, 5.21
or 11.01, an amount equal to the applicable Subordinated
Prepayment Percentage
of the principal portion of the Purchase Price (net of amounts
with respect to
which a distribution of principal has previously been made to
the Subordinated
Certificateholders) minus (2) the Class A-P Shortfall Amount
with respect to
such Distribution Date.
SUBORDINATED PERCENTAGE: The Subgroup 1-1 Subordinated
Percentage, the
Subgroup 1-2 Subordinated Percentage, the Subgroup 1-3
Subordinated Percentage,
the Subgroup 2-1 Subordinated Percentage or the Subgroup 2-2
Subordinated
Percentage, as the case may be.
SUBORDINATED PREPAYMENT PERCENTAGE: The Subgroup 1-1
Subordinated
Prepayment Percentage, the Subgroup 1-2 Subordinated Prepayment
Percentage, the
Subgroup 1-3 Subordinated Prepayment Percentage, the Subgroup
2-1 Subordinated
Prepayment Percentage or the Subgroup 2-2 Subordinated
Prepayment Percentage, as
the case may be.
SUB-SERVICER: Any Person with whom the Servicer enters into
a
Sub-Servicing Agreement.
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 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)
property which secured
a Mortgage Loan and which has been acquired by foreclosure or
deed in lieu of
foreclosure, (iv) Standard Hazard Policies and any other
insurance policies, and
the proceeds thereof and (v) any proceeds of any of the
foregoing.
TRUSTEE: Wachovia Bank, 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
45
<PAGE>
party, and any successor trustee at the time serving as
successor trustee
hereunder, appointed as herein provided.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to any Lower-Tier
REMIC
Regular Interest as of any Distribution Date, the initial
principal amount of
such regular interest, reduced by (i) all amounts distributed on
previous
Distribution Dates on such regular interest with respect to
principal and (ii)
the principal portion of all Realized Losses allocated prior to
such
Distribution Date to such regular interest, and increased with
respect to
Subsequent Recoveries as provided in Section 2.04
UPPER-TIER REMIC: The Upper-Tier REMIC as described in Section
2.04.
UPPER-TIER REMIC REGULAR INTERESTS: Each of the Classes of
Certificates
(other than the Class A-R Certificates).
U.S. PERSON: A "United States Person" as defined in Section
7701(a)(30)
of the Code.
[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 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 (or a lost note affidavit (including
a
copy of the original Mortgage Note)) or (II) original
consolidation, extension
and modification agreement (or a lost note affidavit (including
a copy of the
original consolidation, extension and modification agreement)),
in either case
endorsed "Pay to the order of Wachovia Bank, N.A., as trustee,
without
recourse".
(B) The original Mortgage (including all riders thereto)
with
evidence of recording thereon, or a copy thereof certified by
the public
recording office in which such Mortgage has been recorded or, if
the original
Mortgage has not been returned from the applicable public
recording office, a
true certified copy, certified by the Seller, of the original
Mortgage together
with a certificate of the Seller certifying that the original
Mortgage has been
delivered for recording in the appropriate public recording
office of the
jurisdiction in which the Mortgaged Property is located.
(ii) With respect to each Non-MERS Mortgage Loan which is not a
Co-op Loan:
(A) The original Assignment of Mortgage to "Wachovia Bank,
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
46
<PAGE>
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, 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 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.
(iii) With respect to each Co-op Loan:
(A) (I) The original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II)
original consolidation, extension and modification agreement
(or a lost note affidavit (including a copy of the original
consolidation, extension and modification agreement)), in
either case endorsed "Pay to the order of Wachovia Bank,
N.A.,
as trustee, without recourse."
(B) The original Mortgage entered into by the Mortgagor with
respect to such Co-Op Loan.
(C) The original Assignment of Mortgage to "Wachovia Bank, N.A.
as
trustee (Chase Mortgage Finance Corporation)".
(D) Original assignments of Mortgage showing a complete chain
of
assignment from the originator of the related Co-Op Loan to
the Seller.
47
<PAGE>
(E) Original Form UCC-1 and any continuation statements with
evidence of filing thereon entered into by the Mortgagor
with
respect to such Co-Op Loan.
(F) Form UCC-3 (or copy thereof) by the applicable Mortgage
Loan
Seller or its agent assigning the security interest covered
by
such Form UCC-1 to "Wachovia Bank, N.A. as trustee",
together
with all Forms UCC-3 (or copies thereof) showing a complete
chain of assignment from the originator of the related Co-op
Loan to the Seller, with evidence of recording thereon.
(G) Stock certificate representing the stock allocated to
the
related dwelling unit in the related residential cooperative
housing corporation and pledged by the related Mortgagor to
the originator of such Co-op Loan with a stock power in
blank
attached.
(H) Original proprietary lease.
(I) Original assignment of proprietary lease, to the Trustee,
and
all intervening assignments thereof.
(J) Original recognition agreement of the interests of the
mortgagee with respect to the Co-op Loan by the residential
cooperative housing corporation, the stock of which was
pledged by the related Mortgagor to the originator of such
Co-op Loan.
(K) Originals of any assumption, consolidation or
modification
agreements relating to any of the items specified in (A)
through (F) above with respect to such Co-op Loan.
If in connection with any Mortgage Loan which is not a Co-op
Loan the
Depositor cannot deliver the Mortgage, Assignments of Mortgage,
or assumption,
consolidation or modification agreement, as the case may be,
with evidence of
recording thereon concurrently with the execution and delivery
of this Agreement
solely because of a delay caused by the public recording office
where such
Mortgage, Assignments of Mortgage, or assumption, consolidation
or modification
agreement, as the case may be, has been delivered for
recordation, the Depositor
shall deliver or cause to be delivered to the Trustee written
notice stating
that such Mortgage, Assignments of Mortgage, or assumption,
consolidation or
modification agreement, as the case may be, has been delivered
to the
appropriate public recording office for recordation. Thereafter,
the Depositor
shall deliver or cause to be delivered to the Trustee such
Mortgage, Assignments
of Mortgage, or assumption, consolidation or modification
agreement, as the case
may be, with evidence of recording indicated thereon upon
receipt thereof from
the public recording office.
With respect to any Non-MERS Mortgage Loans which are not Co-op
Loans,
and as to which the related Mortgaged Property is located in
Florida, the
Servicer shall cause to be recorded in the appropriate public
recording office
for real property records each Assignment of Mortgage referred
to in this
Section 2.01 as soon as practicable. With respect to any
Non-MERS Mortgage Loans
which are not Co-op Loans as to which the related Mortgaged
Property is located
outside of Florida, the Servicer shall not be obligated to cause
to be recorded
the Assignment of Mortgage referred to in this Section 2.01.
With respect to
Co-op Loans as to which the related dwelling unit is located in
Florida, the
Servicer shall cause to be filed in the appropriate filing
office the Form UCC-3
referred to in this Section 2.01 as soon as practicable. With
respect to any
Co-op Loans as to which the related dwelling unit is located
outside Florida,
the Servicer shall not be obligated to cause to be filed the
Form UCC-3 referred
to in this Section 2.01. While each such Assignment of Mortgage
or Form UCC-3 is
being recorded or filed, as applicable, the Servicer shall
deliver to the
Trustee a photocopy of such document. If any such Assignment of
Mortgage or Form
UCC-3 is returned unrecorded or unfiled to the Servicer because
of any defect
therein, the Servicer shall cause such defect to be cured and
such document to
be recorded or filed in accordance
48
<PAGE>
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.
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.
49
<PAGE>
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 of the Mortgage Note for each
Mortgage Loan and
delivery of a Mortgage File (but does not acknowledge receipt of
all documents
required to be included in such Mortgage File) with respect to
each Mortgage
Loan and declares that it holds and will hold such documents and
any other
documents constituting a part of the Mortgage Files delivered to
it in trust for
the use and benefit of all present and future
Certificateholders. The Depositor
will cause the Seller to repurchase any Mortgage 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 agrees, for the benefit of Certificateholders, to
review
each Mortgage File delivered to it within 270 days after the
Closing Date to
ascertain that all documents required by Section 2.01 have been
executed and
received, and that such documents relate to the Mortgage Loans
identified in
Exhibit A that have been conveyed to it. If the Trustee finds
any document or
documents constituting a part of a Mortgage File to be missing
or defective
(that is, mutilated, damaged, defaced or unexecuted) in any
material respect,
the Trustee shall promptly (and in any event within no more than
five Business
Days) after such finding so notify the Servicer, the Seller and
the Depositor.
In addition, the Trustee shall also notify the Servicer, the
Seller and the
Depositor, if (a) in examining the Mortgage Files, the
documentation shows on
its face (i) any adverse claim, lien or encumbrance, (ii) that
any Mortgage Note
was overdue or had been dishonored, (iii) any evidence on the
face of any
Mortgage Note or Mortgage of any security interest or other
right or interest
therein, or (iv) any defense against or claim to the Mortgage
Note by any party
or (b) the original Mortgage with evidence of recording thereon
with respect to
a Mortgage Loan is not received within 270 days of the Closing
Date; 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 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 Trustee shall
request that the
Seller correct or cure such omission, defect or other
irregularity, or
substitute a Mortgage Loan pursuant to the provisions of Section
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 Trustee notified the Seller of such omission,
defect or other
irregularity at the Purchase Price of such Mortgage Loan. The
Purchase Price
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<PAGE>
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 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 in authorized denominations evidencing
ownership of the
entire Trust Fund.
Section 2.04 REMIC Elections.
(a) The Depositor hereby instructs and authorizes the Trustee
to
make appropriate elections to treat the Trust Fund as comprising
three REMICs
(the Lower-Tier REMIC, the Middle-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 the Lower-Tier
REMIC Interests
and the Middle-Tier REMIC Interests. 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
Middle-Tier REMIC
shall hold as assets the several classes of uncertificated
Lower-Tier REMIC
Regular Interests. Each of the Middle-Tier REMIC Regular
Interests is hereby
designated a "regular interest" (within the meaning of Section
860G(a)(1) of the
Code) in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold
as assets the
several classes of uncertificated Middle-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 Class MT-R Interest is hereby designated
as the sole
residual interest (within the meaning of Section 860G(a)(2) of
the Code) in the
Middle-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
51
<PAGE>
Interest, the Class MT-R Interest and the Residual Interest. All
interests
described in this Section 2.04(a) shall be designated as such on
the Startup
Day.
52
<PAGE>
LOWER-TIER REMIC
The following table specifies the class designation,
pass-through rate
and principal amount for each class of Lower-Tier REMIC
Interest.
Lower-Tier REMIC
Interest Initial Principal Amount Pass-Through Rate Related
Subgroup
---------------- ------------------------ -----------------
----------------
LT-R (1) (1) N/A
LTA-P $ 896,317.25232394 0.00% N/A
LT1-AX (2) 6.00% N/A
LT1-1A (3) 5.25% Subgroup 1-1
LT1-1B (4) 5.25% Subgroup 1-1
LT1-2A (5) 5.50% Subgroup 1-2
LT1-2B (4) 5.50% Subgroup 1-2
LT1-3A (6) 6.00% Subgroup 1-3
LT1-3B (4) 6.00% Subgroup 1-3
LT2-1A (7) 5.00% Subgroup 2-1
LT2-1B (4) 5.00% Subgroup 2-1
LT2-2A (8) 7.00% Subgroup 2-2
LT2-2B (4) 7.00% Subgroup 2-2
(1) The Class LT-R Interest shall represent the sole class of
residual
interest in the Lower-Tier REMIC. The Class LT-R Interest will
not have
a principal amount or an interest rate. The Class LT-R Interest
shall
be represented by the Class A-R Certificate.
(2) The Class LT1-AX Interest is an interest only interest, has
no
principal balance, is not entitled to payments of principal and
will
bear interest on its notional amount. The notional amount of the
Class
LT1-AX Interest shall equal the Class 1-AX Notional Amount.
(3) The initial principal amount of the Class LT1-1A Interest
shall equal
1% of the Subgroup 1-1 Subordinated Amount as of the first
Distribution
Date.
(4) The initial principal amount of each Lower-Tier REMIC
Interest ending
with the designation "B" shall equal the excess of (i) the
aggregate
Scheduled Principal Balance of the Mortgage Components in the
related
Subgroup as of the first Distribution Date over (ii) the
initial
principal amount of the Lower-Tier REMIC Interest ending with
the
designation "A" that is related to the same Subgroup.
(5) The initial principal amount of the Class LT1-2A Interest
shall equal
1% of the Subgroup 1-2 Subordinated Amount as of the first
Distribution
Date.
(6) The initial principal amount of the Class LT1-3A Interest
shall equal
1% of the Subgroup 1-3 Subordinated Amount as of the first
Distribution
Date.
(7) The initial principal amount of the Class LT2-1A Interest
shall equal
1% of the Subgroup 2-1 Subordinated Amount as of the first
Distribution
Date.
(8) The initial principal amount of the Class LT2-2A Interest
shall equal
1% of the Subgroup 2-2 Subordinated Amount as of the first
Distribution
Date.
Interest shall be payable to, and shortfalls and losses are
allocable
to, the Class LT1-AX Interest as such amounts are payable or
allocable to the
Class 1-AX Certificates.
Principal shall be payable to, and shortfalls, losses,
prepayments and
increases in principal amount related to Subsequent Recoveries
are allocable to,
the Class LTA-P Interest as such amounts are payable or
allocable to the Class
A-P Certificates (determined as though the aggregate original
principal
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amount of the Class A-P Certificates was $896,317.25232394).
After the foregoing allocations and distributions are made to
the Class
LT1-AX Interest and the Class LTA-P Interest, distributions
shall be deemed to
be made to the other Lower-Tier REMIC Regular Interests first,
so as to keep the
Uncertificated Principal Balance of each Lower-Tier REMIC
Regular Interest
ending with the designation "A" equal to 1% of the excess of (x)
the aggregate
Principal Balance of the Mortgage Loans or Mortgage Components
in the related
Subgroup over (y) the aggregate class principal amounts of the
Certificate
Subgroup related to such Subgroup (except that if 1% of any such
excess is
greater than the principal amount of the corresponding
Lower-Tier REMIC Regular
Interest ending with the designation "A", the least amount of
principal shall be
distributed to such Lower-Tier REMIC Regular Interests such that
the Lower-Tier
REMIC Subordinated Balance Ratio is maintained); and second, any
remaining
principal to the Lower-Tier REMIC Regular Interests ending with
the designation
"B" in such a manner that the remaining principal balance of
each such
Lower-Tier REMIC Regular Interest equals the excess of the
aggregate Principal
Balance of the Mortgage Loans or Mortgage Components in the
related Subgroup
over the Uncertificated Principal Balance of the Lower-Tier
REMIC Regular
Interest ending with the designation "A" which is related to
such Subgroup.
Realized Losses not allocated to the Class LT1-AX Interest and
the
Class LTA-P Interest shall be applied after all distributions
have been made on
each Distribution Date first, so as to keep the Uncertificated
Principal Balance
of each Lower-Tier REMIC Regular Interest ending with the
designation "A" equal
to 1% of the excess of (x) the aggregate Principal Balance of
the Mortgage Loans
or Mortgage Components in the related Subgroup over (y) the
aggregate class
principal amounts of the Certificate Subgroup related to such
Subgroup (except
that if 1% of any such excess is greater than the principal
amount of the
corresponding Lower-Tier REMIC Regular Interest ending with the
designation "A",
the least amount of Realized Losses shall be allocated to such
Lower-Tier REMIC
Regular Interests such that the Lower-Tier REMIC Subordinated
Balance Ratio is
maintained); and second, the remaining Realized Losses shall be
allocated to the
Lower-Tier REMIC Regular Interests ending with the designation
"B" in such a
manner that the remaining principal balance of each such
Lower-Tier REMIC
Regular Interest equals the excess of the aggregate Principal
Balance of the
Mortgage Loans or Mortgage Components in the related Subgroup
over the
Uncertificated Principal Balance of the Lower-Tier REMIC Regular
Interest ending
with the designation "A" which is related to such Subgroup. All
computations
with respect to the Lower-Tier REMIC Interests shall be taken
out to eight
decimal places.
If on any Distribution Date there is an increase in the
principal
amount of any Class of Certificates (other than the Class A-P
Certificates)
related to Subsequent Recoveries, then, prior to distributions
of principal and
allocations of losses on such Distribution Date with respect to
the Lower-Tier
REMIC, there shall be a corresponding increase in the
Uncertificated Principal
Balance of the Lower-Tier REMIC Regular Interests, with such
increase allocated
among the Lower-Tier REMIC Regular Interests first, to each
Lower-Tier REMIC
Regular Interest ending with the designation "A", so that the
Uncertificated
Principal Balance of each such Lower-Tier REMIC Regular Interest
continues to
equal the same percentage of the excess of (x) the Principal
Balance of the
Mortgage Loans or Mortgage Components in the related Subgroup
over (y) the
aggregate class principal amounts of the Certificate Subgroup
related to such
Subgroup and so that the Lower-Tier REMIC Subordinated Balance
Ratio is
maintained; and second, any remaining increase allocated to the
Lower-Tier REMIC
Regular Interests ending with the designation "B" in such a
manner that the
principal balance of each such Lower-Tier REMIC Regular Interest
equals the
excess of the aggregate Principal Balance of the Mortgage Loans
or Mortgage
Components in the related Subgroup over the Uncertificated
Principal Balance of
the Lower-Tier REMIC Regular Interest ending with the
designation "A" which is
related to such Subgroup.
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MIDDLE TIER REMIC
The following table specifies the class designation, interest
rate,
initial principal amount and Classes of corresponding
certificates for each
class of Middle-Tier REMIC Interest:
Pass-
Middle-Tier Through Corresponding
REMIC Interest Initial Balance Rate Certificates
-------------- ------------------- ------- -------------
MT-R (1) (1) N/A
MT1-A1 (2) 5.25% Class 1-A1
MT1-A2 (2) 5.25% Class 1-A2
MT1-A3 (2) 5.25% Class 1-A3
MT1-A4 (2) 5.25% Class 1-A4
MT1-A5 (2) 5.50% Class 1-A5
MT1-A6 (2) 5.50% Class 1-A6
MT1-A7 (2) 5.50% Class 1-A7
MT1-A8 (2) 5.50% Class 1-A8
MT1-A9 (2) 5.50% Class 1-A9
MT1-A10 (2) 5.50% Class 1-A10
MT1-A11 (2) 5.50% Class 1-A11
MT1-A12 (2) 5.50% Class 1-A12
MT1-A13 (2) 6.00% Class 1-A13
MT1-A14 (2) 6.00% Class 1-A14
MT1-A15 (2) 6.00% Class 1-A15
MT1-A16 (2) 6.00% Class 1-A16
MT1-A17 (2) 6.00% Class 1-A17
MT1-A18 (2) 5.50% Class 1-A18
MT1-AX (3) 6.00% Class 1-AX
MT2-A1 (2) 5.00% Class 2-A1
MT2-A2 (2) 7.00% Class 2-A2,
Class 2-A3
MTIA-P $ 896,317.25232394 0.00% Class A-P
MTA-R (2) 5.00% Class A-R
MTM (2) (4) Class M
MTB-1 (2) (4) Class B-1
MTB-2 (2) (4) Class B-2
MTB-3 (2) (4) Class B-3
MTB-4 (2) (4) Class B-4
MTB-5 (2) (4) Class B-5
----------
(1) The Class MT-R Interest shall represent the sole class of
residual
interest in the Middle-Tier REMIC. The Class MT-R Interest will
not
have a principal amount or an interest rate. The Class MT-R
Interest
shall be represented by the Class A-R Certificate.
(2) The initial principal amount of each of these interests
shall be equal
to the Original Certificate Principal Balance the Class of
corresponding Certificates (disregarding the notional amount of
any
class of "interest-only" certificates).
(3) The Class MT1-AX Interest is an interest only interest, has
no
principal balance, is not entitled to payments of principal and
will
bear interest on its notional amount. The notional amount of
the
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<PAGE>
Class MT1-AX Interest shall equal the Class 1-AX Notional
Amount.
(4) For any Distribution Date, the interest rate for the Class
MTM
Interest, Class MTB-1 Interest, Class MTB-2 Interest, Class
MTB-3
Interest, Class MTB-4 Interest and Class MTB-5 Interest shall be
a per
annum rate equal to the weighted average of the interest rates
on the
Class LT1-1A Interest, the Class LT1-2A Interest, the Class
LT1-3A
Interest, the Class LT2-1A Interest and the Class LT2-2A
Interest
weighted on the basis of their principal amounts immediately
prior to
such Distribution Date.
Principal and interest shall be payable to, and shortfalls,
losses,
prepayments and increases in principal amount related to
Subsequent Recoveries
are allocable to, the Middle-Tier REMIC Regular Interests as
such amounts are
payable and allocable to the corresponding certificates under
this Agreement
(excluding Section 6.01(a)(v) hereof and determined as though
the aggregate
original principal amount of the Class A-P Certificates was
$896,317.25232394).
(b) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of
the
Treasury Regulations, the "latest possible maturity date" of
each "regular
interest" in each REMIC created hereunder is the Distribution
Date immediately
following the latest scheduled maturity of any Mortgage
Loan.
(c) The "tax matters person" with respect to each REMIC
created
hereunder for purposes of the REMIC Provisions shall be the
beneficial owner of
the Class A-R Certificate having the largest Percentage Interest
of such Class;
provided, however, that such largest beneficial owner and, to
the extent
relevant, each other Holder of a Class A-R Certificate, by its
acceptance
thereof, irrevocably appoints the Servicer as its agent and
attorney-in-fact to
act as "tax matters person" with respect to each REMIC created
hereunder for
purposes of the REMIC provisions.
(d) It is intended that each REMIC created hereunder shall
constitute, and that the affairs of the Trust Fund shall be
conducted so as to
qualify each REMIC created hereunder as, a "real estate mortgage
investment
conduit" as defined in and in accordance with the REMIC
Provisions. In
furtherance of such intention, the Servicer covenants and agrees
that it shall
act as agent (and the Servicer is hereby appointed to act as
agent) on behalf of
the Trust Fund, each REMIC created hereunder and the Holder of
the Class A-R
Certificate and that in such capacity it shall:
(i) prepare and file, or cause to be prepared and filed,
in a timely manner, a U.S. Real Estate Mortgage Investment
Conduit
Income Tax Return (Form 1066) for each REMIC created hereunder
and
prepare and file or cause to be prepared and filed with the
Internal
Revenue Service and applicable state or local tax authorities
income
tax or information returns for each taxable year with respect to
each
REMIC created hereunder, using the calendar year as the taxable
year
and the accrual method of accounting, containing such
information and
at the times and in the manner as may be required by the Code or
state
or local tax laws, regulations, or rules, and shall furnish or
cause to
be furnished to Certificateholders the schedules, statements
or
information at such times and in such manner as may be
required
thereby;
(ii) within thirty days of the Closing Date, shall furnish
or cause to be furnished to the Internal Revenue Service, on
Form 8811
or as otherwise may be required by the Code, the name, title,
address,
and telephone number of the person that the holders of the
Certificates
may contact for tax information relating thereto (and the
Servicer
shall act as the representative of the Trust Fund for this
purpose),
together with such additional information as may be required by
such
Form, and shall update such information at the time or times in
the
manner required by the Code;
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<PAGE>
(iii) make or cause to be made an election, on behalf of
each REMIC created hereunder, to be treated as a REMIC, and make
the
appropriate designations, if applicable, in accordance with
this
Section 2.04 on the federal tax return of each REMIC hereunder
for its
first taxable year (and, if necessary, under applicable state
law);
(iv) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal
Revenue
Service and, if necessary, state tax authorities, all
information
returns or reports, or furnish or cause to be furnished by
telephone,
mail, publication or other appropriate method such information,
as and
when required to be provided to them in accordance with the
REMIC
Provisions, including without limitation, the calculation of
any
original issue discount;
(v) provide information necessary for the computation of
tax imposed on the transfer of the Class A-R Certificate to
a
Disqualified Organization, or an agent (including a broker,
nominee or
other middleman) of a Disqualified Organization, or a
pass-through
entity in which a Disqualified Organization is the record holder
of an
interest (the reasonable cost of computing and furnishing
such
information may be charged to the Person liable for such
tax);
(vi) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such other
Person
as may be required to sign such returns by the Code or state or
local
laws, regulations or rules; and
(vii) maintain such records relating to each REMIC created
hereunder as may be required by the Code and as may be necessary
to
prepare the foregoing returns, schedules, statements or
information.
(e) Pursuant to Section 6.02(b), the Servicer, with the consent
of
the Trustee, hereby appoints the Institution Trust Services
Department of Chase
to perform the duties enumerated in (d) above.
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 the Closing Date it
has entered into
the Sale Agreement with CHF as Seller, that the Seller has made
the following
representations and warranties with respect to each Mortgage
Loan in such Sale
Agreement as of the Closing Date, which representations and
warranties run to
and are for the
57
<PAGE>
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.
(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,
58
<PAGE>
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
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
59
<PAGE>
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 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
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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 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
Seller'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;
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(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;
(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. Each
Mortgage Note is payable in equal monthly installments of
principal and interest
which are sufficient to amortize the Mortgage Loan fully by the
stated maturity
date. 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
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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 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;
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(nn) Principal payments on the Mortgage Loan commenced no more
than
sixty (60) days after funds were disbursed in connection with
the Mortgage Loan.
The Mortgage Note is payable on the first day of each month in
equal monthly
installments of principal and interest, with interest calculated
and payable in
arrears, sufficient to amortize the Mortgage Loan fully by the
stated maturity
date, over an original term of not more than thirty years from
commencement of
amortization;
(oo) As of the Closing Date, the Mortgage Loan is a
"qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code
(without regard
to Treasury Regulations Section 1.860G-2(f) or any similar rule
that provides
that a defective obligation is a qualified mortgage for a
temporary period);
(pp) With respect to a Mortgage Loan that is a Co-op Loan,
the
stock that is pledged as security for the Mortgage Loan is held
by a Person as a
tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative
housing corporation (as defined in Section 216 of the Code);
(qq) As of the Closing Date, the Mortgage Loan is not the
subject
of pending or final foreclosure proceedings and the Seller would
not, based on
the delinquency status of the Mortgage Loan, institute
foreclosure proceedings
with respect to the Mortgage Loan prior to the next scheduled
payment for the
Mortgage Loan;
(rr) As of the Closing Date, the Mortgage Loan does not provide
for
interest other than at either (i) a single fixed rate in effect
throughout the
term of the Mortgage Loan or (ii) a "variable rate" (within the
meaning of
Treasury Regulation Section 1.860G-1(a)(3)) in effect throughout
the term of the
Mortgage Loan;
(ss) No Mortgage Loan is a "covered loan" within the meaning of
the
Georgia Fair Lending Act of 2002, as amended;
(tt) None of the Mortgage Loans are (a) covered by the Home
Ownership and Equity Protection Act of 1994 or (b) classified as
a "high cost"
loan or similarly classified using different terminology under
any federal,
state or local law imposing heightened regulatory scrutiny or
additional legal
liability for residential mortgage loans having high interest
rates, points
and/or fees such as predatory lending laws; None of the Mortgage
Loans are "high
cost" loans as defined by the applicable federal, state or local
predatory and
abusive lending laws nor is any Mortgage Loan a "High Cost Loan"
or "Covered
Loan," as applicable (as such terms are defined in the current
Standard & Poor's
LEVELS(R) Glossary which is now version 5.6 revised, appendix E)
and no Mortgage
Loan originated on or after October 1, 2002 through March 6,
2003 is governed by
the Georgia Fair Lending Act of 2002, as amended; and
(uu) As to each Mortgage Loan that is secured by an interest in
a
leasehold estate, (i) the use of a leasehold estate for
residential properties
is an accepted practice in the area where the related Mortgaged
Property is
located, (ii) residential property consisting of leasehold
estates is marketable
in the area where the related Mortgaged Property is located,
(iii) the related
lease has been recorded in the applicable land records, (iv) the
lease is valid
and in good standing and is not subject to any prior lien by
which the lease
could be terminated or subject to any charge or penalty, and (v)
the remaining
term of the lease does not terminate less than five years after
the maturity
date of such Mortgage Loan.
Upon discovery by any of the Depositor, the Servicer or the
Trustee of
a breach of any of the foregoing representations and warranties
which materially
and adversely affects the value of a Mortgage Loan or the
interest of the
Certificateholders (or which materially and adversely affects
the interests of
the Certificateholders in the related Mortgage Loan in the case
of a
representation and warranty relating to a particular Mortgage
Loan), the party
discovering such breach shall give prompt written notice to the
other
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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 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.
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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 "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 Trustee. The Sale Agreement
provides 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 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,
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<PAGE>
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 April 26, 2005 (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 Depository Participants; (iv) 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 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 ind
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