J.P. MORGAN ACCEPTANCE CORPORATION
I
Depositor
J.P. MORGAN MORTGAGE ACQUISITION
CORP.
Seller
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
Servicer
THE BANK OF NEW YORK
Securities
Administrator
U.S. BANK NATIONAL ASSOCIATION
Trustee
and
PENTALPHA SURVEILLANCE LLC
Trust Oversight Manager
_________________________________________
POOLING AND SERVICING
AGREEMENT
Dated as of November 1, 2006
_________________________________________
J.P. MORGAN MORTGAGE ACQUISITION TRUST
2006-CH2
ASSET BACKED PASS-THROUGH CERTIFICATES,
SERIES 2006-CH2
Table of
Contents
Page
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined
Terms.
8
SECTION 1.02.
Allocation of Certain
Interest Shortfalls.
58
SECTION 1.03.
Designation of Interests
in REMIC.
58
SECTION 1.04.
Rights of the NIMS
Insurer.
68
ARTICLE II CONVEYANCE OF
MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Conveyance of Mortgage
Loans.
68
SECTION 2.02.
Acceptance of
REMIC I by the Trustee.
71
SECTION 2.03.
Repurchase or
Substitution of Mortgage Loans by the Originator, the Seller or
the
Depositor; Payment of
Prepayment Premiums in the Event of Breach.
73
SECTION 2.04.
Representations and
Warranties of the Depositor.
77
SECTION 2.05.
Representations,
Warranties and Covenants of the Servicer.
79
SECTION 2.06.
Representations and
Warranties as to the Mortgage Loans.
81
SECTION 2.07.
Issuance of the R-I
Residual Interest.
82
SECTION 2.08.
Conveyance of
Uncertificated REMIC Regular Interests; Acceptance by the
Trustee.
83
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01.
Servicer to Act as
Servicer.
83
SECTION 3.02.
Sub-Servicing Agreements
Between the Servicer and Sub-Servicers.
85
SECTION 3.03.
Successor
Sub-Servicers.
87
SECTION 3.04.
Liability of the
Servicer.
87
SECTION 3.05.
No Contractual
Relationship Between Sub-Servicers and NIMS Insurer,
Trustee,
Securities Administrator
or Certificateholders.
88
SECTION 3.06.
Assumption or
Termination of Sub-Servicing Agreements by Trustee.
88
SECTION 3.07.
Collection of Certain
Mortgage Loan Payments.
88
SECTION 3.08.
Sub-Servicing
Accounts.
89
SECTION 3.09.
Collection of Taxes,
Assessments and Similar Items; Servicing Accounts.
90
SECTION 3.10.
Collection Account and
Distribution Account.
90
SECTION 3.11.
Withdrawals from the
Collection Account and Distribution Account.
93
SECTION 3.12.
Investment of Funds in
the Collection Account, the REO Account and the
Distribution
Account.
95
SECTION 3.13.
Superior
Liens.
96
SECTION 3.14.
Maintenance of Hazard
Insurance and Errors and Omissions and Fidelity
Coverage.
96
SECTION 3.15.
Enforcement of
Due-On-Sale Clauses; Assumption Agreements.
98
SECTION 3.16.
Realization Upon
Defaulted Mortgage Loans.
99
SECTION 3.17.
Trustee and the
Custodian to Cooperate; Release of Mortgage Files.
101
SECTION 3.18.
Servicing
Compensation.
102
SECTION 3.19.
[RESERVED].
103
SECTION 3.20.
Statement as to
Compliance.
103
SECTION 3.21.
Report on Assessment of
Compliance and Attestation.
103
SECTION 3.22.
Access to Certain
Documentation.
107
SECTION 3.23.
Title, Management and
Disposition of REO Property.
108
SECTION 3.24.
Obligations of the
Servicer in Respect of Prepayment Interest Shortfalls.
111
SECTION 3.25.
Obligations of the
Servicer in Respect of Mortgage Rates and Monthly
Payments.
111
SECTION 3.26.
Group 1 Net WAC Reserve
Fund.
112
SECTION 3.27.
Group 2 Net WAC Reserve
Fund.
112
SECTION 3.28.
Swap
Agreement.
113
SECTION 3.29.
Advance
Facility.
114
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS
SECTION 4.01.
Distributions.
117
SECTION 4.02.
Statements to
Certificateholders.
129
SECTION 4.03.
Remittance Reports;
P&I Advances.
133
SECTION 4.04.
Allocation of Realized
Losses.
134
SECTION 4.05.
Compliance with
Withholding Requirements.
135
SECTION 4.06.
Tax Returns; Commission
Reporting.
135
SECTION 4.07.
Supplemental Interest
Trust.
138
SECTION 4.08.
Rights of Swap
Provider.
140
SECTION 4.09.
Replacement of Swap
Provider.
140
SECTION 4.10.
Distribution of Net Swap
Payments.
140
SECTION 4.11.
The Class AF-1a Cap
Agreement.
142
ARTICLE V THE
CERTIFICATES
SECTION 5.01.
The
Certificates.
144
SECTION 5.02.
Registration of Transfer
and Exchange of Certificates.
146
SECTION 5.03.
Mutilated, Destroyed,
Lost or Stolen Certificates.
152
SECTION 5.04.
Persons Deemed
Owners.
153
SECTION 5.05.
Certain Available
Information.
153
ARTICLE VI THE
DEPOSITOR, THE SELLER AND THE SERVICER
SECTION 6.01.
Liability of the
Depositor, the Seller and the Servicer.
153
SECTION 6.02.
Merger or Consolidation
of the Depositor, the Seller or the Servicer.
153
SECTION 6.03.
Limitation on Liability
of the Depositor, the Seller, the Servicer and Others.
154
SECTION 6.04.
Limitation on
Resignation of the Servicer.
155
SECTION 6.05.
Rights of the Depositor,
the Seller, the Securities Administrator and the Trustee in Respect
of the Servicer.
156
ARTICLE VII
DEFAULT
SECTION 7.01.
Servicer Events of
Default.
157
SECTION 7.02.
Trustee to Act;
Appointment of Successor.
160
SECTION 7.03.
Notification to
Certificateholders.
161
SECTION 7.04.
Waiver of Servicer
Events of Default.
162
ARTICLE VIII CONCERNING
THE TRUSTEE, THE SECURITIES ADMINISTRATOR AND THE TRUST OVERSIGHT
MANAGER
SECTION 8.01.
Duties of
Trustee.
162
SECTION 8.02.
Certain Matters
Affecting the Trustee.
164
SECTION 8.03.
Trustee not Liable for
Certificates or Mortgage Loans.
166
SECTION 8.04.
Trustee May Own
Certificates.
166
SECTION 8.05.
Fees and Expenses of
Trustee.
166
SECTION 8.06.
Eligibility Requirements
for Trustee.
167
SECTION 8.07.
Resignation and Removal
of Trustee.
167
SECTION 8.08.
Successor
Trustee.
168
SECTION 8.09.
Merger or Consolidation
of Trustee.
168
SECTION 8.10.
Appointment of
Co-Trustee or Separate Trustee.
168
SECTION 8.11.
Duties of Securities
Administrator.
170
SECTION 8.12.
Certain Matters
Affecting the Securities Administrator.
171
SECTION 8.13.
Securities Administrator
not Liable for Certificates or Mortgage Loans.
173
SECTION 8.14.
Securities Administrator
May Own Certificates.
174
SECTION 8.15.
Fees and Expenses of
Securities Administrator.
174
SECTION 8.16.
Eligibility Requirements
for Securities Administrator.
175
SECTION 8.17.
Resignation and Removal
of Securities Administrator.
175
SECTION 8.18.
Successor Securities
Administrator.
176
SECTION 8.19.
Merger or Consolidation
of Securities Administrator.
176
SECTION 8.20.
Duties of the Trust
Oversight Manager.
177
SECTION 8.21.
Limitation Upon
Liability of the Trust Oversight Manager.
177
SECTION 8.22.
Removal of Trust
Oversight Manager.
177
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon
Repurchase or Liquidation of All Mortgage Loans.
178
SECTION 9.02.
Additional Termination
Requirements.
180
ARTICLE X REMIC
PROVISIONS
SECTION
10.01.
REMIC
Administration.
181
SECTION
10.02.
Prohibited Transactions
and Activities.
185
SECTION
10.03.
Servicer and Securities
Administrator Indemnification.
185
ARTICLE XI MISCELLANEOUS
PROVISIONS
SECTION
11.01.
Amendment.
185
SECTION
11.02.
Recordation of
Agreement; Counterparts.
187
SECTION
11.03.
Limitation on Rights of
Certificateholders.
188
SECTION
11.04.
Governing
Law.
188
SECTION
11.05.
Notices.
188
SECTION
11.06.
Severability of
Provisions.
189
SECTION
11.07.
Notice to Rating
Agencies and the Swap Provider.
189
SECTION
11.08.
Article and Section
References.
190
SECTION
11.09.
Third Party
Rights.
190
SECTION
11.10.
Grant of Security
Interest.
190
SECTION
11.11.
Protection of
Assets.
191
SECTION
11.12.
Non-Solicitation
191
SECTION
11.13.
Compliance With
Regulation AB.
192
SECTION
11.14.
Accounting
Treatment.
192
Exhibits
Exhibit A-1
Form of Class A
Certificate
Exhibit A-2
Form of Mezzanine
Certificate
Exhibit A-3
Form of Class C
Certificate
Exhibit A-4
Form of Class P
Certificate
Exhibit A-5
Form of Class R
Certificate
Exhibit B
[Reserved]
Exhibit C-1
Form of Trust Receipt
and Certification
Exhibit C-2
[Reserved]
Exhibit D
Form of Mortgage Loan
Purchase Agreement
Exhibit E-1
Form of Request for
Release
Exhibit E-2
[Reserved]
Exhibit F-1
Forms of
Transferor/Transferee Representation Letter
Exhibit F-2
Form of Transfer
Affidavit and Agreement
Exhibit G
Form of ERISA
Certification
Exhibit H
Form of Depositor
Certification
Exhibit I
Form of Securities
Administrator Certification
Exhibit J
Form of Servicer
Certification
Exhibit K-1
Form of Assessment of
Compliance
Exhibit K-2
Form of
Custodian’s Assessment of Compliance
Exhibit L
Form of Realized Loss
Report
Schedules
Schedule 1
Mortgage Loan
Schedule
Schedule 2
Class AF-1a Cap
Schedule
Schedule 3
Swap Agreement
Schedule
Schedule 4
Mortgage Loan
Representations and Warranties
This Pooling and Servicing Agreement, is
dated as of November 1, 2006 (the “Agreement”), by and
among J.P. MORGAN ACCEPTANCE CORPORATION I, a Delaware corporation,
as Depositor (the “Depositor”), J.P. MORGAN MORTGAGE
ACQUISITION CORP., a Delaware corporation, as Seller (the
“Seller”) for purposes of Section 2.03 and 2.06,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Servicer (the
“Servicer”), THE BANK OF NEW YORK, as Securities
Administrator (the “Securities Administrator”),
PENTALPHA SURVEILLANCE LLC as Trust Oversight Manager (the
“Trust Oversight Manager”) and U.S. BANK NATIONAL
ASSOCIATION, as Trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell
pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest in multiple REMICs (as defined herein) created
hereunder. The Trust Fund will consist of a segregated pool
of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement.
As of the Cut-off Date, the Mortgage
Loans had an aggregate Stated Principal Balance equal to
$2,023,752,164.
Set forth below are designations of
Classes of Certificates to the categories used herein.
|
Book-Entry Certificates
|
All Classes of Certificates other
than the Physical Certificates.
|
|
Class AF Certificates
|
Class AF-1a, Class AF-1b, Class AF-2,
Class AF-3, Class AF-4, Class AF-5 and Class AF-6
Certificates.
|
|
Class AV Certificates
|
Class AV-1, Class AV-2, Class AV-3,
Class AV-4 and Class AV-5 Certificates.
|
|
Class MF Certificates
|
Class MF-1, Class MF-2, Class MF-3,
Class MF-4, Class MF-5, Class MF-6, Class MF-7, Class MF-8 and
Class MF-9 Certificates.
|
|
Class MV Certificates
|
Class MV-1, Class MV-2, Class MV-3,
Class MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8, Class
MV-9 and Class MV-10 Certificates.
|
|
Class P Certificates
|
Class P-1 and Class P-2
Certificates.
|
|
ERISA-Restricted
Certificates
|
Non-Offered Certificates and any
Certificates that do not satisfy the applicable ratings requirement
under the Underwriter’s Exemption upon
acquisition.
|
|
ERISA-Restricted Trust Certificates
|
Offered Certificates.
|
|
Fixed Rate Certificates
|
The Class AF-1a, Class AF-2, Class
AF-3, Class AF-4, Class AF-5, Class AF-6 and Class MF
Certificates.
|
|
Group 1 Certificates
|
Class AF Certificates and the Class
MF Certificates.
|
|
Group 2 Certificates
|
Class AV Certificates and the Class
MV Certificates
|
|
Group 2-A
Certificates
|
Class AV-1 Certificates
|
|
Group 2-B
Certificates
|
Class AV-2, Class AV-3, Class AV-4,
and Class AV-5 Certificates
|
|
LIBOR Certificates
|
Class AF-1a, Class AV and Class MV
Certificates.
|
|
Mezzanine Certificates
|
Class MF Certificates and Class MV
Certificates.
|
|
Non-Offered Certificates
|
Class MV-10, Class C, Class P and
Residual Certificates.
|
|
Offered Certificates
|
Class AV and Class AF
Certificates and the Offered Subordinate Certificates.
|
|
Offered Subordinate
Certificates
|
Mezzanine Certificates (other than
the Class MV-10 Certificates).
|
|
Physical Certificates
|
Class C, Class P and Residual
Certificates.
|
|
Regular Certificates
|
All Classes of Certificates other
than the Residual Certificates.
|
|
Residual Certificates
|
Class R Certificates.
|
|
Residual Interests
|
Class R Certificates and the
Uncertificated Interest.
|
|
Senior Certificates
|
Class AV and Class AF
Certificates
|
|
Subordinate Certificates
|
Class MF and Class MV
Certificates.
|
|
Uncertificated Interest
|
The R-I Interest.
|
In consideration of the mutual agreements
herein contained, the Depositor, the Seller, the Servicer, the
Securities Administrator, the Trust Oversight Manager and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined Terms.
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 employed by the Servicer in servicing similar
mortgage loans for its own portfolio giving due consideration to
customary and usual standards of practice of prudent mortgage
lending institutions which service mortgage loans of the same type
as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located.
“Accountant’s
Attestation”: As defined in Section 3.21.
“Additional Termination
Events” As defined in the Swap Agreement.
“Adjustable Rate Mortgage
Loan”: Each of the Mortgage Loans identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
“Adjustable Rate Prepayment
Vector”: A CPR of 2.00% per annum of the then unpaid
principal balance of such Mortgage Loans in the first month of the
life of such Mortgage Loans and an additional approximately
2.36363% (precisely 26%/11) per annum in each month thereafter
until the 12th month. Beginning in the 12th month and in each
month thereafter until and including the 23rd month, such
prepayment vector assumes a CPR of 28% per annum. Beginning
in the 24th month and in each month thereafter until and including
the 27th month, such prepayment vector assumes a CPR of 60% per
annum. Beginning in the 28th month and in each month thereafter
during the life of such Mortgage Loans, such prepayment vector
assumes a CPR of 35% per annum; provided, however, that the
prepayment rate will not exceed 85% CPR in any period for any given
percentage of the Adjustable Rate Prepayment Vector.
“Adjustment Date”: With
respect to each Adjustable Rate Mortgage Loan, the day of the month
on which the Mortgage Rate of such Mortgage Loan changes pursuant
to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable Rate Mortgage Loan
is set forth in the Mortgage Loan Schedule.
“Administrative Fee”: As to
any Distribution Date, the sum of the Servicing Fee, the Securities
Administrator Fee, the Custodian Fee and the Trust Oversight
Manager Fee, each for such Distribution Date.
“Administrative Fee Rate”: As
to any Distribution Date, the sum of the Servicing Fee Rate, the
Securities Administrator Fee Rate, the Custodian Fee Rate and the
Trust Oversight Manager Fee Rate, each for such Distribution
Date.
“Advance Facility”: As
defined in Section 3.28(a) herein.
“Advance Facility Notice”: As
defined in Section 3.28(b) herein.
“Advance Facility Trustee”:
As defined in Section 3.28(b) herein.
“Advance Reimbursement
Amounts”: As defined in Section 3.28(a) herein.
“Advancing Person”: As
defined in Section 3.28(a) herein.
“Affiliate”: With respect to
any specified Person, any other Person controlling or controlled by
or under common control with such specified Person. For the
purposes of this definition, “control” when used with
respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the
foregoing.
“Aggregate Collateral
Balance”: As of any date of determination will be equal to
the aggregate Stated Principal Balance of the Mortgage Loans and
any REO Properties owned by the Trust.
“Agreement”: This Pooling and
Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated Realized Loss
Amount”: With respect to any Distribution Date and any Class
of Mezzanine Certificates, the amount by which (A) any Realized
Losses allocated to such Class of Certificates on any Distribution
Date pursuant to Section 4.04 exceeds the sum of (B) (i) any
additions to the Class Principal Amount pursuant to Section 4.04(d)
on such Distribution Date or any previous Distribution Date and
(ii) the aggregate of the amounts paid in respect of
reimbursement of Allocated Realized Loss Amounts pursuant to
Section 4.01(a)(3) on previous Distribution Dates.
“Applicable Regulations”: As
to any Mortgage Loan, all federal, state and local laws, statutes,
rules and regulations applicable thereto.
“Assessment of Compliance”:
As defined in Section 3.21.
“Assignment”: An assignment
of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, the mortgage
recordation information which has not been required pursuant to
Section 2.01 hereof or returned by the applicable recorder’s
office and/or the assignee’s name), which is sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property
is located to reflect of record the sale of the Mortgage, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law.
“Assignment and Assumption
Agreement”: That certain assignment, assumption and
recognition agreement dated as of the Closing Date, by and among
the Seller, the Depositor and Chase Home Finance LLC, and related
to the Mortgage Loan Purchase Agreement.
“Available Funds”: With
respect to any Distribution Date, an amount equal to (1) the sum of
(a) the aggregate of the amounts on deposit in the Collection
Account and Distribution Account in respect of the related Mortgage
Loans as of the close of business on the related Determination
Date, (b) the aggregate of any amounts received in respect of a
related REO Property withdrawn from any REO Account and deposited
in the Distribution Account for such Distribution Date pursuant to
Section 3.23, (c) the aggregate of any amounts deposited in the
Distribution Account by the Servicer in respect of related
Compensating Interest for such Distribution Date pursuant to
Section 3.24 and (d) the aggregate of any related P&I Advances
made by the Servicer for such Distribution Date pursuant to Section
4.03 reduced (to not less than zero) by (2) the portion of the
amount described in clause (1)(a) above that represents (i) Monthly
Payments on the related Mortgage Loans received from a Mortgagor on
or prior to the Determination Date but due during any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments on
the related Mortgage Loans received after the related Prepayment
Period (together with any interest payments received with such
Principal Prepayments to the extent they represent the payment of
interest accrued on the related Mortgage Loans during a period
subsequent to the related Prepayment Period), (iii) related
Liquidation Proceeds, related Insurance Proceeds and proceeds from
repurchases of and substitutions for related Mortgage Loans, if
any, received in respect of such Mortgage Loans after the calendar
month preceding the month of such Distribution Date, (iv) amounts
reimbursable or payable to the Depositor, the Originator, the
Servicer, the Securities Administrator, the Trustee, the Trust
Oversight Manager, the Custodian or any Sub-Servicer pursuant to
Section 3.11 or Section 3.12 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) amounts deposited in the
Collection Account or the Distribution Account in error, (vi) the
amount of any Prepayment Premiums with respect to the related
Mortgage Loans collected by the Servicer in connection with the
voluntary Principal Prepayment in full of any of the Mortgage Loans
or the Servicer Prepayment Premium Payment Amount and (vii) with
respect to the Group 2 Certificates any Net Swap Payment or Swap
Termination Payment owed to the Swap Provider (other than any Swap
Termination Payment owed to the Swap Provider resulting from a Swap
Provider Trigger Event).
“Balloon Loan”: Any Mortgage
Loan which, by its terms, does not fully amortize the principal
balance thereof by its stated maturity and thus requires a payment
at the stated maturity larger than the monthly payments due
thereunder.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy Loss”: With
respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation (i.e. “principal cramdown”) or Debt
Service Reduction (i.e. “interest
cramdown”).
“Book-Entry Certificate”: As
specified in the Preliminary Statement.
“Book-Entry Custodian”: The
custodian appointed pursuant to Section 5.01(b) herein.
“Business Day”: Any day other
than (i) a Saturday or Sunday, or (ii) a day on which banking
institutions in the City of New York, New York, the Commonwealth of
Pennsylvania, the States of California, Texas, Arizona, New Jersey
and Minnesota or the city in which the Corporate Trust Office of
the Trustee or Securities Administrator is located are authorized
or obligated by law or executive order to be closed.
“Cap Amount”: For
any Distribution Date and any Class A or Mezzanine Certificates, an
amount equal to the product of (x) Class Principal Amount of such
Class and (y) the Maximum Rate Cap.
“Cap Provider”: JPMorgan
Chase Bank, National Association.
“Certificate”: Any one of the
certificates issued under this Agreement in substantially the forms
attached hereto as Exhibit A-1 through Exhibit A-5.
“Certificate Factor”: With
respect to any Class of LIBOR Certificates as of any Distribution
Date, a fraction, expressed as a decimal carried to six places, the
numerator of which is the aggregate Class Principal Amount of such
Class of Certificates on such Distribution Date (after giving
effect to any distributions of principal and allocations of
Realized Losses in reduction of the Class Principal Amount of such
Class of Certificates to be made on such Distribution Date), and
the denominator of which is the initial aggregate Class Principal
Amount of such Class of Certificates as of the Closing
Date.
“Certificate Margin”: As to
any Class of LIBOR Certificates, the respective amount set forth
below:
|
Class
|
Certificate Margin
|
|
|
|
|
|
|
|
|
Class AF-1a
|
0.090%
|
0.180%
|
|
Class AV-1
|
0.130%
|
0.260%
|
|
Class AV-2
|
0.050%
|
0.100%
|
|
Class AV-3
|
0.100%
|
0.200%
|
|
Class AV-4
|
0.140%
|
0.280%
|
|
Class AV-5
|
0.210%
|
0.420%
|
|
Class MV-1
|
0.210%
|
0.315%
|
|
Class MV-2
|
0.270%
|
0.405%
|
|
Class MV-3
|
0.310%
|
0.465%
|
|
Class MV-4
|
0.370%
|
0.555%
|
|
Class MV-5
|
0.380%
|
0.570%
|
|
Class MV-6
|
0.440%
|
0.660%
|
|
Class MV-7
|
0.750%
|
1.125%
|
|
Class MV-8
|
1.000%
|
1.500%
|
|
Class MV-9
|
1.850%
|
2.775%
|
|
Class MV-10
|
1.750%
|
2.625%
|
(1)
To and including the Optional Termination
Date.
(2)
After the Optional Termination
Date.
“Certificate Owner”: With
respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of
the Depository or on the books of a Depository Participant or on
the books of an indirect participating brokerage firm for which a
Depository Participant acts as agent.
“Certificate Rate”: As to any
Class of Fixed Rate Certificates and any Distribution Date, the
respective per annum rates set forth below:
|
Class
|
Certificate Rate
|
|
|
|
|
|
|
|
|
AF-1b
|
5.859%
|
6.359%
|
|
AF-2
|
5.461%
|
5.961%
|
|
AF-3
|
5.462%
|
5.962%
|
|
AF-4
|
5.763%
|
6.263%
|
|
AF-5
|
5.888%
|
6.388%
|
|
AF-6
|
5.537%
|
6.037%
|
|
MF-1
|
5.734%
|
6.234%
|
|
MF-2
|
5.784%
|
6.284%
|
|
MF-3
|
5.833%
|
6.333%
|
|
MF-4
|
5.982%
|
6.482%
|
|
MF-5
|
6.032%
|
6.532%
|
|
MF-6
|
6.081%
|
6.581%
|
|
MF-7
|
6.428%
|
6.928%
|
|
MF-8
|
6.577%
|
7.077%
|
|
MF-9
|
6.750%
|
7.250%
|
(1)
To and including the Optional Termination
Date.
(2)
After the Optional Termination
Date.
“Certificate Register” and
“Certificate Registrar”: The register maintained and
the registrar appointed pursuant to Section 5.02 herein.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate or
Uncertificated Interest is registered in the Certificate Register,
except that a Disqualified Organization or a Non-United States
Person shall not be a Holder of a Residual Interest for any
purposes hereof and, solely for the purposes of giving any consent
pursuant to this Agreement, any Certificate registered in the name
of the Depositor or the Servicer or any Affiliate thereof shall be
deemed not to be outstanding and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such
consent has been obtained, except as otherwise provided in Section
11.01. The Securities Administrator may conclusively rely
upon a certificate of the Depositor or the Servicer in determining
whether a Certificate is held by an Affiliate thereof. All
references herein to “Holders” or
“Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights
through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Securities
Administrator shall be required to recognize as a
“Holder” or “Certificateholder” only the
Person in whose name a Certificate is registered in the Certificate
Register.
“Charged-off Mortgage Loan”:
As defined in Section 3.01 herein.
“Class”: All of the
Certificates bearing the same class designation as set forth in the
Preliminary Statement.
“Class AF Principal Distribution
Amount”: For any Distribution Date, an amount equal to the
excess of (x) the aggregate Class Principal Amount of the Class AF
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (1) 73.40% and (2) the Pool 1
Principal Balance and (B) the Pool 1 Principal Balance minus the
Group 1 Overcollateralization Floor.
“Class AF-1a Cap Account”:
The separate Eligible Account created and initially maintained by
the Securities Administrator pursuant to Section 4.13 in the name
of the Securities Administrator for the benefit of the
Certificateholders and designated “U.S. Bank National
Association in trust for registered holders of J.P. Morgan Mortgage
Acquisition Trust 2006-CH2 Asset-Backed Pass-Through Certificates,
Series 2006-CH2.” Funds in the Class AF-1a Cap Account
shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement. The Class AF-1a Cap
Account will not be an asset of any REMIC.
“Class AF-1a Cap Agreement”:
The ISDA Master Agreement dated as of December 14, 2006, between
the Cap Provider and the Securities Administrator, on behalf of the
Trust, and the confirmation of the same date, between the Cap
Provider and the Securities Administrator, on behalf of the Trust,
which supplements, forms a part of, is subject to, and is governed
by such ISDA Master Agreement.
“Class AF-6 Lockout Distribution
Amount”: For any Distribution Date, the product of (x)
the Class AF-6 Lockout Distribution Percentage for that
Distribution Date and (y) the Class AF-6 Pro Rata Distribution
Amount for that Distribution Date.
“Class AF-6 Lockout Distribution
Percentage”: For a Distribution Date in any period listed in
the table below, the applicable percentage listed opposite such
period:
|
Distribution Dates
|
Lockout Percentage
|
|
December 2006 through and including
November 2009
|
0%
|
|
December 2009 through and including
November 2011
|
45%
|
|
December 2011 through and including
November 2012
|
80%
|
|
December 2012 through and including
November 2013
|
100%
|
|
December 2013 and
thereafter
|
300%
|
“Class AF-6 Pro Rata Distribution
Amount”: For any Distribution Date, an amount equal to the
product of (x) a fraction, the numerator of which is the Class
Principal Amount of the Class AF-6 Certificates immediately prior
to that Distribution Date and the denominator of which is the
aggregate certificate principal balance of the Class AF
Certificates immediately prior to that Distribution Date and
(y) either (i) on any Distribution Date prior to the
Group 1 Stepdown Date or on which a Group 1 Trigger Event
is in effect, the Group 1 Principal Distribution Amount for
that Distribution Date or (ii) on any Distribution Date on or
after the Group 1 Stepdown Date and on which a Group 1
Trigger Event is not in effect, the Class AF Principal
Distribution Amount for such Distribution Date.
“Class AV Principal Distribution
Amount”. For any Distribution Date, is an amount equal
to the excess of (x) the aggregate Class Principal Amount of the
Class AV Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (1) 64.90% and (2) the
Pool 2 Principal Balance and (B) the Pool 2 Principal Balance minus
the Group 2 Overcollateralization Floor.
“Class C Distribution
Amount”: With respect to any Distribution Date the sum of
(i) the Group 1 Overcollateralization Release Amount for that
Distribution Date, if any, (ii) the Group 2 Overcollateralization
Release Amount for that Distribution Date, if any, and
(iii) the product of (x) a notional amount, equal to the
aggregate Stated Principal Balance of the Mortgage Loans as of the
first day of the month of such Distribution Date (after giving
effect to Monthly Payments of principal due on such date), and
(y) the Pass-Through Rate for the Class C Interest for
such Distribution Date as set forth in footnote (3) to the Master
REMIC under Section 1.03 herein, less (iii) distributions made
pursuant to Section 4.01(a)(3)(i)-(iv) and Section
4.01(b)(3)(i)−(iv) on such Distribution Date.
“Class Exemption”: A class
exemption granted by the U.S. Department of Labor, which provides
relief from certain of the prohibited transaction provisions of
ERISA and the related excise tax provisions of the Code.
“Class MF-1 Principal Distribution
Amount”: With respect to any Distribution Date, the excess of
(x) the sum of (1) the aggregate Class Principal Amount
of the Class AF Certificates (after taking into account the payment
of the Class AF Principal Distribution Amount on such Distribution
Date) and (2) the Class Principal Amount of the Class MF-1
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 78.10% and
(2) the Pool 1 Principal Balance and (B) the Pool 1
Principal Balance minus the Group 1 Overcollateralization
Floor.
“Class MF-2 Principal Distribution
Amount”: With respect to any Distribution Date, the excess of
(x) the sum of (1) the aggregate Class Principal Amount
of the Class AF Certificates (after taking into account the payment
of the Class AF Principal Distribution Amount on such Distribution
Date), (2) the Class Principal Amount of the Class MF-1
Certificates (after taking into account the payment of the Class
MF-1 Principal Distribution Amount on such Distribution Date) and
(3) the Class Principal Amount of the Class MF-2 Certificates
immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (1) 82.50% and (2) the
Pool 1 Principal Balance and (B) the Pool 1 Principal Balance
minus the Group 1 Overcollateralization Floor.
“Class MF-3 Principal Distribution
Amount”: With respect to any Distribution Date, the excess of
(x) the sum of (1) the aggregate Class Principal Amount
of the Class AF Certificates (after taking into account the payment
of the Class AF Principal Distribution Amount on such Distribution
Date), (2) the Class Principal Amount of the Class MF-1
Certificates (after taking into account the payment of the Class
MF-1 Principal Distribution Amount on such Distribution Date),
(3) the Class Principal Amount of the Class MF-2 Certificates
(after taking into account the payment of the Class MF-2 Principal
Distribution Amount on such Distribution Date) and (4) the
Class Principal Amount of the Class MF-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of
(A) the product of (1) 85.00% and (2) the Pool 1
Principal Balance and (B) the Pool 1 Principal Balance minus
the Group 1 Overcollateralization Floor.
“Class MF-4 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AF Certificates (after taking
into account the payment of the Class AF Principal Distribution
Amount on such Distribution Date), (2) the Class Principal
Amount of the Class MF-1 Certificates (after taking into account
the payment of the Class MF-1 Principal Distribution Amount on such
Distribution Date), (3) the Class Principal Amount of the
Class MF-2 Certificates (after taking into account the payment of
the Class MF-2 Principal Distribution Amount on such Distribution
Date), (4) the Class Principal Amount of the Class MF-3
Certificates (after taking into account the payment of the Class
MF-3 Principal Distribution Amount on such Distribution Date) and
(5) the Class Principal Amount of the Class MF-4 Certificates
immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (1) 87.40% and (2) the
Pool 1 Principal Balance and (B) the Pool 1 Principal Balance
minus the Group 1 Overcollateralization Floor.
“Class MF-5 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AF Certificates (after taking
into account the payment of the Class AF Principal Distribution
Amount on such Distribution Date), (2) the Class Principal
Amount of the Class MF-1 Certificates (after taking into account
the payment of the Class MF-1 Principal Distribution Amount on such
Distribution Date), (3) the Class Principal Amount of the
Class MF-2 Certificates (after taking into account the payment of
the Class MF-2 Principal Distribution Amount on such Distribution
Date), (4) the Class Principal Amount of the Class MF-3
Certificates (after taking into account the payment of the Class
MF-3 Principal Distribution Amount on such Distribution Date),
(5) the Class Principal Amount of the Class MF-4 Certificates
(after taking into account the payment of the Class MF-4 Principal
Distribution Amount on such Distribution Date) and (6) the
Class Principal Amount of the Class MF-5 Certificates immediately
prior to such Distribution Date over (y) the lesser of
(A) the product of (1) 89.50% and (2) the Pool 1
Principal Balance and (B) the Pool 1 Principal Balance minus
the Group 1 Overcollateralization Floor.
“Class MF-6 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AF Certificates (after taking
into account the payment of the Class AF Principal Distribution
Amount on such Distribution Date), (2) the Class Principal
Amount of the Class MF-1 Certificates (after taking into account
the payment of the Class MF-1 Principal Distribution Amount on such
Distribution Date), (3) the Class Principal Amount of the
Class MF-2 Certificates (after taking into account the payment of
the Class MF-2 Principal Distribution Amount on such Distribution
Date), (4) the Class Principal Amount of the Class MF-3
Certificates (after taking into account the payment of the Class
MF-3 Principal Distribution Amount on such Distribution Date),
(5) the Class Principal Amount of the Class MF-4 Certificates
(after taking into account the payment of the Class MF-4 Principal
Distribution Amount on such Distribution Date), (6) the Class
Principal Amount of the Class MF-5 Certificates (after taking into
account the payment of the Class MF-5 Principal Distribution Amount
on such Distribution Date) and (7) the Class Principal Amount
of the Class MF-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product
of (1) 91.10% and (2) the Pool 1 Principal Balance and
(B) the Pool 1 Principal Balance minus the Group 1
Overcollateralization Floor.
“Class MF-7 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AF Certificates (after taking
into account the payment of the Class AF Principal Distribution
Amount on such Distribution Date), (2) the Class Principal
Amount of the Class MF-1 Certificates (after taking into account
the payment of the Class MF-1 Principal Distribution Amount on such
Distribution Date), (3) the Class Principal Amount of the
Class MF-2 Certificates (after taking into account the payment of
the Class MF-2 Principal Distribution Amount on such Distribution
Date), (4) the Class Principal Amount of the Class MF-3
Certificates (after taking into account the payment of the Class
MF-3 Principal Distribution Amount on such Distribution Date),
(5) the Class Principal Amount of the Class MF-4 Certificates
(after taking into account the payment of the Class MF-4 Principal
Distribution Amount on such Distribution Date), (6) the Class
Principal Amount of the Class MF-5 Certificates (after taking into
account the payment of the Class MF-5 Principal Distribution Amount
on such Distribution Date), (7) the Class Principal Amount of
the Class MF-6 Certificates (after taking into account the payment
of the Class MF-6 Principal Distribution Amount on such
Distribution Date) and (8) the Class Principal Amount of the
Class MF-7 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (1) 92.80%
and (2) the Pool 1 Principal Balance and (B) the Pool 1
Principal Balance minus the Group 1 Overcollateralization
Floor.
“Class MF-8 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AF Certificates (after taking
into account the payment of the Class AF Principal Distribution
Amount on such Distribution Date), (2) the Class Principal
Amount of the Class MF-1 Certificates (after taking into account
the payment of the Class MF-1 Principal Distribution Amount on such
Distribution Date), (3) the Class Principal Amount of the
Class MF-2 Certificates (after taking into account the payment of
the Class MF-2 Principal Distribution Amount on such Distribution
Date), (4) the Class Principal Amount of the Class MF-3
Certificates (after taking into account the payment of the Class
MF-3 Principal Distribution Amount on such Distribution Date),
(5) the Class Principal Amount of the Class MF-4 Certificates
(after taking into account the payment of the Class MF-4 Principal
Distribution Amount on such Distribution Date), (6) the Class
Principal Amount of the Class MF-5 Certificates (after taking into
account the payment of the Class MF-5 Principal Distribution Amount
on such Distribution Date), (7) the Class Principal Amount of
the Class MF-6 Certificates (after taking into account the payment
of the Class MF-6 Principal Distribution Amount on such
Distribution Date), (8) the Class Principal Amount of the
Class MF-7 Certificates (after taking into account the payment of
the Class MF-7 Principal Distribution Amount on such Distribution
Date) and (9) the Class Principal Amount of the Class MF-8
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 93.80% and
(2) the Pool 1 Principal Balance and (B) the Pool 1
Principal Balance minus the Group 1 Overcollateralization
Floor.
“Class MF-9 Principal Distribution
Amount” With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AF Certificates (after taking
into account the payment of the Class AF Principal Distribution
Amount on such Distribution Date), (2) the Class Principal
Amount of the Class MF-1 Certificates (after taking into account
the payment of the Class MF-1 Principal Distribution Amount on such
Distribution Date), (3) the Class Principal Amount of the
Class MF-2 Certificates (after taking into account the payment of
the Class MF-2 Principal Distribution Amount on such Distribution
Date), (4) the Class Principal Amount of the Class MF-3
Certificates (after taking into account the payment of the Class
MF-3 Principal Distribution Amount on such Distribution Date),
(5) the Class Principal Amount of the Class MF-4 Certificates
(after taking into account the payment of the Class MF-4 Principal
Distribution Amount on such Distribution Date), (6) the Class
Principal Amount of the Class MF-5 Certificates (after taking into
account the payment of the Class MF-5 Principal Distribution Amount
on such Distribution Date), (7) the Class Principal Amount of
the Class MF-6 Certificates (after taking into account the payment
of the Class MF-6 Principal Distribution Amount on such
Distribution Date), (8) the Class Principal Amount of the
Class MF-7 Certificates (after taking into account the payment of
the Class MF-7 Principal Distribution Amount on such Distribution
Date), (9) the Class Principal Amount of the Class MF-8
Certificates (after taking into account the payment of the Class
MF-8 Principal Distribution Amount on such Distribution Date) and
(10) the Class Principal Amount of the Class MF-9 Certificates
immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (1) 95.80% and (2) the
Pool 1 Principal Balance and (B) the Pool 1 Principal Balance
minus the Group 1 Overcollateralization Floor.
“Class MV-1/MV-2/MV-3 Principal
Distribution Amount”: With respect to any Distribution Date,
an amount equal to the excess of (x) the sum of (1) the
aggregate Class Principal Amount of the Class AV Certificates
(after taking into account the payment of the Class AV Principal
Distribution Amount on such Distribution Date) and (2) the
aggregate Class Principal Amount of the Class MV-1, Class MV-2 and
Class MV-3 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (1) 80.00%
and (2) the Pool 2 Principal Balance and (B) the Pool 2
Principal Balance minus the Group 2 Overcollateralization
Floor.
“Class MV-4 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AV Certificates (after taking
into account the payment of the Class AV Principal Distribution
Amount on such Distribution Date), (2) the aggregate Class
Principal Amount of the Class MV-1, Class MV-2 and Class MV-3
Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class MV-1/MV-2/MV-3
Principal Distribution Amount on such Distribution Date) and
(3) the Class Principal Amount of the Class MV-4 Certificates
immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (1) 83.00% and (2) the
Pool 2 Principal Balance and (B) the Pool 2 Principal Balance
minus the Group 2 Overcollateralization Floor.
“Class MV-5 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AV Certificates (after taking
into account the payment of the Class AV Principal Distribution
Amount on such Distribution Date), (2) the aggregate Class
Principal Amount of the Class MV-1, Class MV-2 and Class MV-3
Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class MV-1/MV-2/MV-3
Principal Distribution Amount on such Distribution Date),
(3) the Class Principal Amount of the Class MV-4 Certificates
(after taking into account the payment of the Class MV-4 Principal
Distribution Amount on such Distribution Date) and (4) the
Class Principal Amount of the Class MV-5 Certificates immediately
prior to such Distribution Date over (y) the lesser of
(A) the product of (1) 85.90% and (2) the Pool 2
Principal Balance and (B) the Pool 2 Principal Balance minus
the Group 2 Overcollateralization Floor.
“Class MV-6 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AV Certificates (after taking
into account the payment of the Class AV Principal Distribution
Amount on such Distribution Date), (2) the aggregate Class
Principal Amount of the Class MV-1, Class MV-2 and Class MV-3
Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class MV-1/MV-2/MV-3
Principal Distribution Amount on such Distribution Date),
(3) the Class Principal Amount of the Class MV-4 Certificates
(after taking into account the payment of the Class MV-4 Principal
Distribution Amount on such Distribution Date), (4) the Class
Principal Amount of the Class MV-5 Certificates (after taking into
account the payment of the Class MV-5 Principal Distribution Amount
on such Distribution Date) and (5) the Class Principal Amount
of the Class MV-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product
of (1) 88.50% and (2) the Pool 2 Principal Balance and
(B) the Pool 2 Principal Balance minus the Group 2
Overcollateralization Floor.
“Class MV-7 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AV Certificates (after taking
into account the payment of the Class AV Principal Distribution
Amount on such Distribution Date), (2) the aggregate Class
Principal Amount of the Class MV-1, Class MV-2 and Class MV-3
Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class MV-1/MV-2/MV-3
Principal Distribution Amount on such Distribution Date),
(3) the Class Principal Amount of the Class MV-4 Certificates
(after taking into account the payment of the Class MV-4 Principal
Distribution Amount on such Distribution Date), (4) the Class
Principal Amount of the Class MV-5 Certificates (after taking into
account the payment of the Class MV-5 Principal Distribution Amount
on such Distribution Date), (5) the Class Principal Amount of
the Class MV-6 Certificates (after taking into account the payment
of the Class MV-6 Principal Distribution Amount on such
Distribution Date) and (6) the Class Principal Amount of the
Class MV-7 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (1) 90.80%
and (2) the Pool 2 Principal Balance and (B) the Pool 2
Principal Balance minus the Group 2 Overcollateralization
Floor.
“Class MV-8 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AV Certificates (after taking
into account the payment of the Class AV Principal Distribution
Amount on such Distribution Date), (2) the aggregate Class
Principal Amount of the Class MV-1, Class MV-2 and Class MV-3
Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class MV-1/MV-2/MV-3
Principal Distribution Amount on such Distribution Date),
(3) the Class Principal Amount of the Class MV-4 Certificates
(after taking into account the payment of the Class MV-4 Principal
Distribution Amount on such Distribution Date), (4) the Class
Principal Amount of the Class MV-5 Certificates (after taking into
account the payment of the Class MV-5 Principal Distribution Amount
on such Distribution Date), (5) the Class Principal Amount of
the Class MV-6 Certificates (after taking into account the payment
of the Class MV-6 Principal Distribution Amount on such
Distribution Date), (6) the Class Principal Amount of the
Class MV-7 Certificates (after taking into account the payment of
the Class MV-7 Principal Distribution Amount on such Distribution
Date) and (7) the Class Principal Amount of the Class MV-8
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (1) 92.30% and
(2) the Pool 2 Principal Balance and (B) the Pool 2
Principal Balance minus the Group 2 Overcollateralization
Floor.
“Class MV-9 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AV Certificates (after taking
into account the payment of the Class AV Principal Distribution
Amount on such Distribution Date), (2) the aggregate Class
Principal Amount of the Class MV-1, Class MV-2 and Class MV-3
Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class MV-1/MV-2/MV-3
Principal Distribution Amount on such Distribution Date),
(3) the Class Principal Amount of the Class MV-4 Certificates
(after taking into account the payment of the Class MV-4 Principal
Distribution Amount on such Distribution Date), (4) the Class
Principal Amount of the Class MV-5 Certificates (after taking into
account the payment of the Class MV-5 Principal Distribution Amount
on such Distribution Date), (5) the Class Principal Amount of
the Class MV-6 Certificates (after taking into account the payment
of the Class MV-6 Principal Distribution Amount on such
Distribution Date), (6) the Class Principal Amount of the
Class MV-7 Certificates (after taking into account the payment of
the Class MV-7 Principal Distribution Amount on such Distribution
Date), (7) the Class Principal Amount of the Class MV-8
Certificates (after taking into account the payment of the Class
MV-8 Principal Distribution Amount on such Distribution Date) and
(8) the Class Principal Amount of the Class MV-9 Certificates
immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (1) 93.70% and (2) the
Pool 2 Principal Balance and (B) the Pool 2 Principal Balance
minus the Group 2 Overcollateralization Floor.
“Class MV-10 Principal Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the excess of (x) the sum of (1) the aggregate
Class Principal Amount of the Class AV Certificates (after taking
into account the payment of the Class AV Principal Distribution
Amount on such Distribution Date), (2) the aggregate Class
Principal Amount of the Class MV-1, Class MV-2 and Class MV-3
Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class MV-1/MV-2/MV-3
Principal Distribution Amount on such Distribution Date),
(3) the Class Principal Amount of the Class MV-4 Certificates
(after taking into account the payment of the Class MV-4 Principal
Distribution Amount on such Distribution Date), (4) the Class
Principal Amount of the Class MV-5 Certificates (after taking into
account the payment of the Class MV-5 Principal Distribution Amount
on such Distribution Date), (5) the Class Principal Amount of
the Class MV-6 Certificates (after taking into account the payment
of the Class MV-6 Principal Distribution Amount on such
Distribution Date), (6) the Class Principal Amount of the
Class MV-7 Certificates (after taking into account the payment of
the Class MV-7 Principal Distribution Amount on such Distribution
Date), (7) the Class Principal Amount of the Class MV-8
Certificates (after taking into account the payment of the Class
MV-8 Principal Distribution Amount on such Distribution Date),
(8) the Class Principal Amount of the Class MV-9 Certificates
(after taking into account the payment of the Class MV-9 Principal
Distribution Amount on such Distribution Date) and (9) the
Class Principal Amount of the Class MV-10 Certificates immediately
prior to such Distribution Date over (y) the lesser of
(A) the product of (1) 95.70% and (2) the Pool 2
Principal Balance and (B) the Pool 2 Principal Balance minus
the Group 2 Overcollateralization Floor.
“Class Principal Amount”:
With respect to any Class of Certificates, other than the Residual
or Class C Certificates as of any Distribution Date, the Class
Principal Amount thereof on the Closing Date (the “Original
Class Principal Amount”) reduced by the sum of (a) all
amounts actually distributed in respect of principal of such Class
and (b) with respect to the Mezzanine Certificates, (i) any
reductions in their respective Class Principal Amounts deemed to
have occurred in connection with allocations of Realized Losses on
all prior Distribution Dates pursuant to Section 4.04(b) plus (ii)
any increase to a Class Principal Amount pursuant to Section
4.04(d).
“Closing Date”: December 14,
2006.
“Code”: The Internal Revenue
Code of 1986, including any successor or amendatory
provisions.
“Collection Account”: The
account or accounts created and maintained by the Servicer pursuant
to Section 3.10(a), which shall be entitled “Chase Home
Finance, LLC as subservicer for JPMorgan Chase Bank, National
Association, as servicer for U.S. Bank National Association, as
Trustee, in trust for the registered holders of J.P. Morgan
Mortgage Acquisition Trust 2006-CH2. The Collection Account
must be an Eligible Account.
“Commission”: The Securities
and Exchange Commission.
“Compensating Interest”: As
defined in Section 3.24 herein.
“Controlling Person”: The
Holders of the majority Percentage Interest of the Class C
Certificates.
“Corporate Trust Office”: The
corporate trust office of the Trustee at which at any particular
time its corporate trust business in connection with this Agreement
shall be administered, which offices at the date of the execution
of this instrument is located 209 South LaSalle Street, Suite 300,
Chicago, IL 60604, Attention: JPMAC 2006-CH2, or at such
other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Securities Administrator, the
Depositor and the Servicer. With respect to the Securities
Administrator, 101 Barclay Street, Floor 4W, New York, New York
10286, Attention: Structured Finance Services – JPMAC
2006-CH2 or at such other address as the Securities Administrator
may designate from time to time by notice to the
Certificateholders, the Trustee, the Depositor and the Servicer.
For purposes of presenting Certificates for final payment at
2001 Bryan Street, 9th Floor, Dallas Texas 75201, Attention:
Structured Finance Services – JPMAC
2006-CH2.
“Corresponding Classes of
Certificates”: With respect to each REMIC Regular Interest,
any Class of Certificates appearing opposite such REMIC Regular
Interest in Section 1.03 hereof.
“CPR”: A prepayment
assumption that represents an annualized constant assumed rate of
prepayment each month of a pool of mortgage loans relative to its
outstanding principal balance for the life of such pool.
“Credit Repositories”: Each
of Equifax, Transunion, and Experian, or their respective
successors in interest.
“Custodial Agreement”: Any
custodial agreement between the Seller and the Custodian and any
assignment thereof to the Trust, providing for the safekeeping of
any documents or instruments referred to in Section 2.01 on behalf
of the Certificateholders.
“Custodial File”: A Mortgage
File held by a Custodian on behalf of the Trustee.
“Custodian”: A custodian that
is appointed pursuant to a Custodial Agreement. The initial
Custodian shall be JPMorgan Chase Bank, National
Association.
“Custodian Fee”: As to
any Distribution Date and each Mortgage Loan, an amount equal to
the product of the Custodian Fee Rate and the outstanding Stated
Principal Balance of such Mortgage Loan as of the first day of the
related Due Period.
“Custodian Fee Rate”:
0.002% per annum.
“Cut-off Date”: With respect
to each Mortgage Loan (other than a Qualified Substitute Mortgage
Loan), the close of business on November 1, 2006. With
respect to all Qualified Substitute Mortgage Loans, their
respective dates of substitution. References herein to the
“Cut-off Date,” when used with respect to more than one
Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.
“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, except such
a reduction resulting from a Deficient Valuation.
“Deficient Valuation”: With
respect to any Mortgage Loan, a valuation of the related Mortgaged
Property by a court of competent jurisdiction in an amount less
than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
“Definitive Certificates”: As
defined in Section 5.01(b) herein.
“Deleted Mortgage Loan”: A
Mortgage Loan replaced or to be replaced by a Qualified Substitute
Mortgage Loan.
“Delinquency Percentage”:
With respect to Group 1 or Group 2 and the last day of a Due
Period, the percentage equivalent of a fraction, the numerator of
which is the aggregate Stated Principal Balance of all the related
Mortgage Loans that, as of the last day of the previous calendar
month, are 60 or more days Delinquent, are in foreclosure, have
been converted to REO Properties or have been discharged by reason
of bankruptcy, and the denominator of which is the aggregate Stated
Principal Balance of the related Mortgage Loans and REO Properties
as of the last day of the previous calendar month.
“Delinquent”: A Mortgage Loan
is “Delinquent” if any Monthly Payment due on a Due
Date is not made by the close of business on the next scheduled Due
Date for that Mortgage Loan (including all foreclosures,
bankruptcies and REO Properties). A Mortgage Loan is
“30 days Delinquent” if such Monthly Payment has not
been received by the close of business on the corresponding day of
the month immediately succeeding the month in which such Monthly
Payment was due or, if there was no corresponding date (e.g., as
when a 30-day month follows a 31-day month in which such payment
was due on the 31st day of that month), then on the last day of
such immediately succeeding month; and similarly for “60 days
Delinquent” and “90 days Delinquent,” etc.
“Depositor”: J.P. Morgan
Acceptance Corporation I, a Delaware corporation, having its
principal place of business in New York, or its successors in
interest.
“Depositor Certification”: As
defined in Section 4.06(b) herein, a form of which is attached
hereto as Exhibit H.
“Depository”: The Depository
Trust Company, or any successor Depository hereafter named.
The nominee of the initial Depository, for purposes of
registering those Certificates that are to be Book-Entry
Certificates, is CEDE & Co. The Depository shall at all
times be a “clearing corporation” as defined in Section
8-102(a)(5) of the Uniform Commercial Code of the State of New York
and a “clearing agency” registered pursuant to the
provisions of Section 17A of the Exchange Act.
“Depository Institution”: Any
depository institution or trust company, including the Trustee,
that (a) is incorporated under the laws of the United States of
America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has
outstanding unsecured commercial paper or other short-term
unsecured debt obligations that are rated F-1 by Fitch, A-1 by
S&P and P-1 by Moody’s (or comparable ratings if Fitch,
S&P and Moody’s are not the Rating Agencies).
“Depository Participant”: A
broker, dealer, bank or other financial institution or other Person
for whom from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the
Depository.
“Determination Date”: With
respect to each Distribution Date, the 15th day of the calendar
month in which such Distribution Date occurs or, if such 15th day
is not a Business Day, the Business Day immediately preceding such
15th day.
“Directly Operate”: With
respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
the Trust Fund other than through an Independent Contractor;
provided, however, that the Trustee (or the Servicer on behalf of
the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Servicer on behalf of
the Trustee) establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes
decisions as to repairs or capital expenditures with respect to
such REO Property.
“Disqualified Organization”:
Any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are
subject to tax and, except for Freddie Mac, a majority of its board
of directors is not selected by such governmental unit), (ii) any
foreign government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in
Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) an “electing large partnership” within
the meaning of Section 775 of the Code and (vi) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the
holding of an Ownership Interest in a Residual Interest by such
Person may cause any REMIC created hereunder, or any Person having
an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Interest to such Person. The
terms “United States,” “State” and
“international organization” shall have the meanings
set forth in Section 7701 of the Code or successor
provisions.
“Distribution Account”: The
trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 3.10(b) which shall be entitled
“Distribution Account, U.S. Bank National Association, as
Trustee, in trust for the registered holders of J.P. Morgan
Mortgage Acquisition Trust 2006-CH2. The Distribution Account
must be an Eligible Account.
“Distribution Date”: The 25th
day of any month, or if such 25th day is not a Business Day, the
Business Day immediately following such 25th day, commencing in
December 2006.
“Downgrade Provisions”:
The provisions of the Swap Agreement which are triggered if
the short-term or long-term credit ratings of the Swap Provider
fall below certain levels specified in the Swap
Agreement.
“Due Date”: With respect to
each Distribution Date and each Mortgage Loan (a) that has a
Monthly Payment due on the first day of the month, the first day of
the month in which such Distribution Date occurs and (b) that has a
Monthly Payment due on a day other than the first day of the month,
such Mortgage Loan will be treated as if the Monthly Payment is due
on the first day of the month immediately succeeding the month in
which such Distribution Date occurs, in each case, exclusive of any
days of grace in the related Due Period.
“Due Period”: With respect to
any Distribution Date, the period commencing on the second day of
the month immediately preceding the month in which such
Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.
“EDGAR”: The
Commission’s Electronic Data Gathering and Retrieval
System.
“Eligible
Account”: Either (1) an account or accounts maintained with a
federal or state-chartered Depository Institution or trust company
acceptable to the Rating Agencies and shall be: (a) commercial
paper, short-term debt obligation, or other short-term deposits
rated at least “A-1+” by S&P and “F-1+”
by Fitch if the deposits are to be held in the account for less
than 30 days; or (b) long term unsecured debt obligations rated at
least “AA-” by S&P and “A+” by Fitch if
the deposits are to be held in the account more than 30 days;
following a downgrade, withdrawal, or suspension of such
institution’s rating, each account should promptly (and in
any case within not more than 10 calendar days) be moved to a
qualifying institution or to one or more segregated trust accounts
in the trust department of such institution, if permitted; or (2) a
segregated trust account or accounts maintained with the corporate
trust department of a federal depository institution or
state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the
Code of Federal Regulation Section 9.10(b), which, in either case,
has corporate trust powers, acting in its fiduciary capacity.
Eligible Accounts may bear interest.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended.
“ERISA-Qualifying
Underwriting”: A best efforts or firm commitment underwriting
or private placement that meets the requirements (without regard to
the ratings requirements) of an Underwriter’s
Exemption.
“ERISA-Restricted
Certificate”: As defined in the Preliminary
Statement.
“ERISA-Restricted Trust
Certificate”: As defined in the Preliminary
Statement.
“Estate in Real Property”: A
fee simple estate in a parcel of land.
“Events of Default”: Under
the Swap Agreement (each a Swap Default), among others, the
following standard events of default under the ISDA Master
Agreement:
·
Failure to Pay or Deliver,
·
“Bankruptcy” (as defined in
the Swap Agreement) and
·
“Merger without Assumption”
(but only with respect to the Swap Provider), as described in
Sections 5(a)(vii), 5(a)(viii) and 5(b)(iv) of the ISDA Master
Agreement.
“Exception Report”: The list
of exceptions attached to the certification.
“Excess Overcollateralized
Amount”: With respect to any Distribution Date, the excess,
if any, of (i) the Overcollateralized Amount for such Distribution
Date (assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on such Distribution Date) over (ii)
the Overcollateralization Target Amount for such Distribution
Date.
“Exchange Act”: The
Securities Exchange Act of 1934, as amended.
“Expense Adjusted Net Maximum
Mortgage Rate”: For any Mortgage Loan, the average Maximum
Mortgage Rate as of the first day of the related Due Period
weighted on the basis of the related Stated Principal Balances as
of such date (subject to adjustment for prepayments received and
distributed in the month prior to that Distribution Date) minus the
Administrative Fee Rate.
“Extraordinary Trust Fund
Expense”: Any amounts payable (other than fees) or
reimbursable to the Securities Administrator, the Trustee, the
Custodian or any director, officer, employee or agent of the
Securities Administrator, the Trustee or the Custodian, from the
Trust Fund pursuant to Sections 2.02, 2.03, 7.01(c), 8.05 or 8.15
herein, or Section 25 of the Custodial Agreement and any amounts
payable from the Distribution Account in respect of taxes pursuant
to Section 10.01(g)(iii), any amounts payable from the Distribution
Account in respect of any REMIC administration pursuant to Section
10.01(c).
“Fair Market Value”: An
amount equal to the fair market value of all of the property of the
Trust Fund, as agreed upon between the Servicer and a majority of
the holders of the Uncertificated Interests; provided, however,
that if the Servicer and a majority of the holders of the
Uncertificated Interests do not agree upon the fair market value of
all of such property of the Trust Fund, the Servicer, or an agent
appointed by the Servicer, shall solicit bids for all of such
property of the Trust Fund, until it has received three bids, and
the Fair Market Value shall be equal to the highest of such three
bids.
“Fannie Mae”: Fannie Mae,
formerly known as Federal National Mortgage Association, or any
successor thereto.
“FDIC”: Federal Deposit
Insurance Corporation or any successor thereto.
“Federal Funds Rate”: The
interest rate at which Depository Institutions lend balances at the
Federal Reserve to other depository institutions
overnight.
“Final Distribution Date”:
The Distribution Date in October 2036.
“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Servicer, as the case
may be, pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01, as applicable), a determination made by
the Servicer that all Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries which the Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered.
“First Lien”: With respect to
any second lien Mortgage Loan, the mortgage loan relating to the
corresponding Mortgaged Property having a first priority
lien.
“Fitch”: Fitch Ratings, or
its successor in interest thereto.
“Fixed Pass-Through Rate”:
For any Distribution Date and any Class of Fixed Rate Certificates,
the lesser of (i) the related Certificate Rate and (ii) the Net WAC
Rate.
“Fixed Rate Certificates”: As
specified in the Preliminary Statement.
“Fixed Rate Mortgage Loan”:
Each of the Mortgage Loans identified in the Mortgage Loan Schedule
as having a Mortgage Rate that is fixed.
“Fixed Rate Prepayment
Vector”: A CPR of 2.00% per annum of the then unpaid
principal balance of such Mortgage Loans in the first month of the
life of such Mortgage Loans and an additional 2.000% per annum in
each month thereafter until the 10th month. Beginning in the
11th month and in each month thereafter during the life of such
Mortgage Loans, such prepayment vector assumes a CPR of 20% per
annum.
“Fixed Swap Payment”: With
respect to any Distribution Date, a fixed amount equal to the fixed
swap payment for such Distribution Date as set forth on
Schedule 3 attached hereto.
“Floating Swap Payment”: With
respect to any Distribution Date, a floating amount equal to the
product of (i) LIBOR (as determined pursuant to the Swap Agreement
for such Distribution Date), (ii) the related swap balance (as set
forth on Schedule 3 attached hereto) and (iii) a fraction, the
numerator of which is the actual number of days elapsed from and
including the previous Distribution Date to but excluding the
current Distribution Date (or, for the first Distribution Date, the
actual number of days elapsed from and including the Closing Date
to but excluding the first Distribution Date), and the denominator
of which is 360.
“Formula Rate”: As to any
Class of LIBOR Certificates and any Distribution Date, the sum of
One-Month LIBOR and the applicable Certificate Margin.
“Freddie Mac”: Freddie Mac,
formerly known as Federal Home Loan Mortgage Corporation, or any
successor thereto.
“Gross Margin”: With respect
to each Adjustable Rate Mortgage Loan, the fixed percentage set
forth in the related Mortgage Note that is added to the Index on
each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.
“Group”: Any of the Group 1,
Group 2, Group 2-A, Group 2-B Certificates or Mortgage Loans, as
the context requires.
“Group 1 Aggregate Collateral
Balance”: As of any date of determination will be equal to
the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans and any related REO Properties owned by the Trust.
“Group 1 Available Funds”:
With respect to any Distribution Date, an amount equal to the
portion of Available Funds derived from the Group 1 Mortgage
Loans.
“Group 1 Basic Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (i) the Group 1 Principal Remittance Amount for
such Distribution Date over (ii) the Group 1 Overcollateralization
Release Amount, if any, for such Distribution Date.
“Group 1 Certificates”:
As specified in the Preliminary Statement.
“Group 1 Excess Overcollateralized
Amount”: With respect to any Distribution Date, the excess,
if any, of (i) the Group 1 Overcollateralized Amount for such
Distribution Date (assuming that 100% of the Group 1 Principal
Remittance Amount is applied as a principal payment on such
Distribution Date) over (ii) the Group 1 Overcollateralization
Target Amount for such Distribution Date.
“Group 1 Interest Remittance
Amount”: With respect to any Distribution Date is that
portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the
Group 1 Mortgage Loans and Compensating Interest paid by the
Servicer with respect to the Group 1 Mortgage
Loans.
“Group 1 Mortgage
Loans”: Those certain Mortgage Loans identified as belonging
to Group 1 on the Mortgage Loan Schedule.
“Group 1 Net Monthly Excess
Cashflow”: With respect to any Distribution Date, an
amount equal to the sum of (i) any Group 1 Overcollateralization
Release Amount for such Distribution Date and (ii) the positive
excess of (x) the Group 1 Available Funds for such Distribution
Date over (y) the sum for such Distribution Date of (A) the Monthly
Interest Distributable Amounts for the Group 1 Certificates,
pursuant to Section 4.01(a)(1), (B) the Unpaid Interest Shortfall
Amounts for the Class AF Certificates and (C) the Group 1 Principal
Remittance Amount.
“Group 1 Net WAC Rate”:
As to any Interest Accrual Period, a per annum rate (with respect
to the Class AF-1a Certificates, subject to adjustment based on the
actual number of days elapsed in the Interest Accrual Period) equal
to 12 times the quotient of (x) the total scheduled interest on the
Group 1 Mortgage Loans (without taking into account any reduction
thereto by reason of any related Relief Act Shortfalls) for the
related Due Period net of the Administrative Fee, and (y) the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans as
of the first day of the applicable Due Period.
“Group 1 Net WAC Reserve
Fund”: The Eligible Account established pursuant to Section
3.26.
“Group 1 Overcollateralization
Deficiency Amount”: With respect to any Distribution Date,
the excess, if any, of (a) the Group 1 Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Group 1
Overcollateralized Amount applicable to such Distribution Date
(assuming that 100% of the Group 1 Principal Remittance Amount is
applied as a payment of principal on such Distribution
Date).
“Group 1 Overcollateralization
Floor”: With respect to any Distribution Date, 0.50% of the
aggregate Stated Principal Balance of the Group 1 Mortgage
Loans as of the Cut-off Date.
“Group 1 Overcollateralization
Increase Amount”: With respect to any Distribution Date, the
lesser of (a) the Group 1 Overcollateralization Deficiency Amount
as of such Distribution Date and (b) Group 1 Net Monthly Excess
Cash Flow available for distribution on that Distribution Date
pursuant to Section 4.01(a)(3).
“Group 1 Overcollateralization
Release Amount”: With respect to any Distribution Date, an
amount equal to the lesser of (a) the Group 1 Excess
Overcollateralized Amount and (b) the Group 1 Principal Remittance
Amount for such Distribution Date.
“Group 1 Overcollateralization
Target Amount”: With respect to any Distribution Date (1)
prior to the Group 1 Stepdown Date, 2.10% of the aggregate
Stated Principal Balance of the Group 1 Mortgage Loans as of
the Cut-off Date, (2) on or after the
Group 1 Stepdown Date provided a
Group 1 Trigger Event is not in effect, the greater of (x)
4.20% of the Pool 1 Principal Balance and (y) the Group 1
Overcollateralization Floor, and (3) on or after the Group 1
Stepdown Date if a Group 1 Trigger Event is in effect, the
Group 1 Overcollateralization Target Amount for the
immediately preceding Distribution Date.
“Group 1 Overcollateralized
Amount”: As of any Distribution Date, the excess, if any, of
(a) the Group 1 Aggregate Collateral Balance as of the last day of
the related Due Period for such Distribution Date over (b) the sum
of the aggregate Class Principal Amounts of the Group 1 and Class
P-1 Certificates as of such Distribution Date (assuming 100% of the
Group 1 Principal Remittance Amount is applied as a principal
payment on such Distribution Date).
“Group 1 Principal
Distribution Amount”: With respect to any Distribution Date
is the sum of (i) the Group 1 Basic Principal Distribution
Amount for such Distribution Date and (ii) the Group 1
Overcollateralization Increase Amount for such Distribution
Date.
“Group 1 Principal Remittance
Amount”: With respect to any Distribution Date, the portion
of the Principal Remittance Amount for such Distribution Date
derived from the Group 1 Mortgage Loans.
“Group 1 Required Net WAC Reserve
Fund Deposit”: With respect to any Distribution Date, the
excess, if any, of (i) $1,000 over (ii) the amount of funds on
deposit in the Group 1 Net WAC Reserve Fund prior to deposits
thereto on such Distribution Date. The Depositor shall cause
the deposit of $1,000 to the Group 1 Net WAC Reserve Fund on the
Closing Date.
“Group 1 Senior
Enhancement Percentage”: For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate
Class Principal Amount of the Class MF Certificates (after giving
effect to the distribution of the Group 1 Principal Distribution
Amount on such Distribution Date) and (ii) the Group 1
Overcollateralized Amount (after giving effect to the distribution
of the Group 1 Principal Distribution Amount on such Distribution
Date) by (y) the Pool 1 Principal Balance.
“Group 1 Stepdown Date”:
The earlier to occur of (1) the Distribution Date following the
Distribution Date on which the aggregate Class Principal Amount of
the Class AF Certificates has been reduced to zero and (2) the
later to occur of (x) the Distribution Date occurring in December
2009, and (y) the first Distribution Date on which the Group 1
Senior Enhancement Percentage is greater than or equal to 26.60%
(for the purpose of this definition only, the Group 1 Senior
Enhancement Percentage shall be calculated prior to the
distribution of Group 1 Principal Distribution Amount on the
Class MF Certificates).
“Group 1 Trigger Event”: A
Trigger Event has occurred with respect to any Distribution Date on
or after the Group 1 Stepdown Date if (i) the related Delinquency
Percentage exceeds 50.00% of the Group 1 Senior Enhancement
Percentage for such Distribution Date or (ii) the cumulative
related Realized Losses (after reduction for all related Subsequent
Recoveries received through the end of the related Due Period) as a
percentage of the original aggregate Stated Principal Balance of
the Group 1 Mortgage Loans as of the Closing Date is greater than
the percentage set forth in the following table:
|
Range of Distribution
Dates
|
Percentage*
|
|
December 2008 – November
2009
|
0.55%
|
|
December 2009 – November
2010
|
1.30%
|
|
December 2010 – November
2011
|
2.20%
|
|
December 2011 – November
2012
|
2.95%
|
|
December 2012 – November
2013
|
3.50%
|
|
December 2013 and
thereafter
|
3.65%
|
____________________
*
The percentages
indicated are the percentages applicable for the first Distribution
Date in the corresponding range of Distribution Dates. The
percentage for each succeeding Distribution Date in a range
increases incrementally by 1/12th of the positive difference
between the percentage applicable to the first Distribution Date in
that range and the percentage applicable to the first Distribution
Date in the succeeding range.
“Group 2 Aggregate Collateral
Balance”: As of any date of determination will be equal to
the aggregate Stated Principal Balance of the Group 2 Mortgage
Loans and any related REO Properties owned by the Trust.
“Group 2 Certificates”:
As specified in the Preliminary Statement.
“Group 2 Excess Overcollateralized
Amount”: With respect to any Distribution Date, the excess,
if any, of (i) the Group 2 Overcollateralized Amount for such
Distribution Date (assuming that 100% of the Group 2-A Principal
Remittance Amount and Group 2-B Principal Remittance Amount is
applied as a principal payment on such Distribution Date) over (ii)
the Group 2 Overcollateralization Target Amount for such
Distribution Date.
“Group 2 Interest Remittance
Amount”: With respect to any Distribution Date, the sum of
the the Group 2-A Interest Remittance Amount and the Group 2-B
Interest Remittance Amount.
“Group 2 Mortgage
Loans”: The Group 2-A and Group 2-B Mortgage
Loans.
“Group 2 Net Monthly Excess
Cashflow”: With respect to any Distribution Date, an
amount equal to the sum of (i) any Group 2 Overcollateralization
Release Amount for such Distribution Date and (ii) the positive
excess of (x) the Group 2 Available Funds for such Distribution
Date over (y) the sum for such Distribution Date of (A) the Monthly
Interest Distributable Amounts for the Group 2 Certificates,
pursuant to Section 4.01(a)(1), (B) the Unpaid Interest Shortfall
Amounts for the Class AV Certificates, (C) the Group 2-A Principal
Remittance Amount and (D) the Group 2-B Principal Remittance
Amount.
“Group 2 Net WAC Rate”: As to
any Interest Accrual Period, a per annum rate (subject to
adjustment based on the actual number of days elapsed in the
Interest Accrual Period) equal to 12 times the quotient of (x) the
total scheduled interest on the Group 2 Mortgage Loans (without
taking into account any reduction thereto by reason of any related
Relief Act Shortfalls) for the related Due Period net of the sum of
(1) the Administrative Fee, (2) any Net Swap Payment owed to the
Swap Provider and (3) any Swap Termination Payment (other than any
Swap Termination Payment resulting from a Swap Provider Trigger
Event), payable by the Supplemental Interest Trust and (y) the
aggregate Stated Principal Balance of the Group 2 Mortgage Loans as
of the first day of the applicable Due Period.
“Group 2 Net WAC Reserve
Fund”: The Eligible Account established pursuant to Section
3.27.
“Group 2 Overcollateralization
Deficiency Amount”: With respect to any Distribution Date,
the excess, if any, of (a) the Group 2 Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Group 2
Overcollateralized Amount applicable to such Distribution Date
(assuming that 100% of the Group 2-A Principal Remittance Amount
and Group 2-B Principal Remittance Amount is applied as a payment
of principal on such Distribution Date).
“Group 2 Overcollateralization
Floor”: With respect to any Distribution Date, 0.50% of the
Pool 2 Principal Balance.
“Group 2 Overcollateralization
Increase Amount”: With respect to any Distribution Date, the
lesser of (a) the Group 2 Overcollateralization Deficiency Amount
as of such Distribution Date and (b) Group 2 Net Monthly Excess
Cash Flow available for distribution on that Distribution Date
pursuant to Section 4.01(b)(3).
“Group 2 Overcollateralization
Release Amount”: With respect to any Distribution Date, an
amount equal to the lesser of (a) the Group 1 Excess
Overcollateralized Amount and (b) the sum of the Group 2-A
Principal Remittance Amount and the Group 2-B Principal Remittance
Amount for such Distribution Date.
“Group 2 Overcollateralization
Target Amount”: With respect to any Distribution Date (1)
prior to the Group 2 Stepdown Date, 2.15% of the aggregate
Stated Principal Balance of the Group 2 Mortgage Loans as of the
Cut-off Date, (2) on or after the Group 2 Stepdown Date
provided a Group 2 Trigger Event is not in effect, the greater
of (x) 4.30% of the Pool 2 Principal Balance and (y) the
Group 2 Overcollateralization Floor, and (3) on or after the
Group 2 Stepdown Date if a Group 2 Trigger Event is in
effect, the Group 2 Overcollateralization Target Amount for
the immediately preceding Distribution Date.
“Group 2 Overcollateralized
Amount”: As of any Distribution Date, the excess, if any, of
(a) the Group 2 Aggregate Collateral Balance as of the last day of
the related Due Period for such Distribution Date over (b) the sum
of the aggregate Class Principal Amounts of the Group 2 and Class
P-2 Certificates as of such Distribution Date (assuming 100% of the
Group 2-A Principal Remittance Amount and Group 2-B Principal
Remittance Amount is applied as a principal payment on such
Distribution Date).
“Group 2 Required Net WAC Reserve
Fund Deposit”: With respect to any Distribution Date, the
excess, if any, of (i) $1,000 over (ii) the amount of funds on
deposit in the Group 2 Net WAC Reserve Fund prior to deposits
thereto on such Distribution Date. The Depositor shall cause
the deposit of $1,000 to the Group 2 Net WAC Reserve Fund on the
Closing Date.
“Group 2 Stepdown
Date”: The earlier to occur of (1) the Distribution Date
following the Distribution Date on which the aggregate Class
Principal Amount of the Class AV Certificates has been reduced to
zero and (2) the later to occur of (x) the Distribution Date
occurring in December 2009, and (y) the first Distribution Date on
which the Group 2 Senior Enhancement Percentage is greater
than or equal to 35.10% (for the purpose of this definition only,
the Group 2 Senior Enhancement Percentage shall be calculated
prior to the distribution of Group 2-A Principal Distribution
Amount and Group 2-B Principal Distribution Amounts on the
Class MV Certificates).
“Group 2 Trigger Event”: A
Trigger Event has occurred with respect to any Distribution Date on
or after the Group 2 Stepdown Date if (i) the related Delinquency
Percentage exceeds 42.00% of the Group 2 Senior Enhancement
Percentage for such Distribution Date or (ii) the cumulative
related Realized Losses (after reduction for all related Subsequent
Recoveries received through the end of the related Due Period) as a
percentage of the original aggregate Stated Principal Balance of
the Group 2 Mortgage Loans as of the Closing Date is greater than
the percentage set forth in the following table:
|
Range of Distribution
Dates
|
Percentage*
|
|
December 2008 – November
2009
|
1.00%
|
|
December 2009 – November
2010
|
2.35%
|
|
December 2010 – November
2011
|
3.75%
|
|
December 2011 – November
2012
|
4.80%
|
|
December 2012 – November
2013
|
5.40%
|
|
December 2013 and
thereafter
|
5.45%
|
____________________
*
The percentages
indicated are the percentages applicable for the first Distribution
Date in the corresponding range of Distribution Dates. The
percentage for each succeeding Distribution Date in a range
increases incrementally by 1/12th of the positive difference
between the percentage applicable to the first Distribution Date in
that range and the percentage applicable to the first Distribution
Date in the succeeding range.
“Group 2-A Basic
Principal Distribution Amount”: With respect to any
Distribution Date, the excess of (i) the Group 2-A Principal
Remittance Amount for such Distribution Date over (ii) the product
of (a) the Group 2 Overcollateralization Release Amount, if any,
for such Distribution Date and (b) the Group 2-A
Percentage.
“Group 2-A Interest
Remittance Amount”: With respect to any Distribution Date is
that portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the
Group 2-A Mortgage Loans and Compensating Interest paid by the
Servicer with respect to the Group 2-A Mortgage
Loans.
“Group 2-A Mortgage
Loans”: Those certain Mortgage Loans identified as belonging
to Group 2-A on the Mortgage Loan Schedule.
“Group 2-A Percentage”:
With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the Group 2-A Principal
Remittance Amount for such Distribution Date and the denominator of
which is the sum of (i) the Group 2-A Principal Remittance Amount
for such Distribution Date and (ii) the Group 2-B Principal
Remittance Amount for such Distribution Date.
“Group 2-A Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the Group 2-A Basic Principal Distribution
Amount for such Distribution Date and (ii) the product of
(a) the Group 2 Overcollateralization Increase Amount for such
Distribution Date multiplied by (b) the Group 2-A
Percentage.
“Group 2-A Principal
Remittance Amount”: With respect to any Distribution
Date, the portion of the Principal Remittance Amount for such
Distribution Date derived from the Group 2-A Mortgage
Loans.
“Group 2-A Senior Principal
Distribution Amount”: With respect to any Distribution
Date, an amount equal to the Class AV Principal Distribution Amount
multiplied by the Group 2-A Percentage.
“Group 2-B Basic Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (i) the Group 2-B Principal Remittance Amount
for such Distribution Date over (ii) the product of (a) the Group 2
Overcollateralization Release Amount, if any, for such Distribution
Date and (b) the Group 2-B Percentage.
“Group 2-B Interest Remittance
Amount”: With respect to any Distribution Date is that
portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the
Group 2-B Mortgage Loans and Compensating Interest paid by the
Servicer with respect to the Group 2-B Mortgage
Loans.
“Group 2-B Mortgage
Loans”: Those certain Mortgage Loans identified as belonging
to Group 2-B on the Mortgage Loan Schedule.
“Group 2-B
Percentage”: With respect to any Distribution Date, one minus
the Group 2-A Percentage.
“Group 2-B Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the Group 2-B Basic Principal Distribution
Amount for such Distribution Date and (ii) the product of
(a) the Group 2 Overcollateralization Increase Amount for such
Distribution Date multiplied by (b) the Group 2-B
Percentage.
“Group 2-B Principal
Remittance Amount”: With respect to any Distribution
Date, the portion of the Principal Remittance Amount for such
Distribution Date derived from the Group 2-B Mortgage
Loans.
“Group 2-B Senior Principal
Distribution Amount”: With respect to any Distribution
Date, an amount equal to the Class AV Principal Distribution Amount
multiplied by the Group 2-B Percentage.
“Independent”: When used with
respect to any specified Person, any such Person who (a) is in fact
independent of the Depositor, the Servicer and their respective
Affiliates, (b) does not have any direct financial interest in or
any material indirect financial interest in the Depositor, the
Servicer or any Affiliate thereof, and (c) is not connected with
the Depositor, the Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of the Depositor, the
Servicer or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any Class of securities issued by
the Depositor or the Servicer or any Affiliate thereof, as the case
may be.
“Independent Contractor”:
Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to the Trust Fund
within the meaning of Section 856(d)(3) of the Code if the Trust
Fund were a real estate investment trust (except that the ownership
tests set forth in that section shall be considered to be met by
any Person that owns, directly or indirectly, 35% or less of any
Class of Certificates), so long as the Trust Fund does not receive
or derive any income from such Person and provided that the
relationship between such Person and the Trust Fund is at
arm’s length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including the
Servicer) if the Securities Administrator has received an Opinion
of Counsel to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be
taken by an Independent Contractor will not cause such REO Property
to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code (determined without
regard to the exception applicable for purposes of Section 860D(a)
of the Code), or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property.
“Index”: With respect to each
Adjustable Rate Mortgage Loan and each related Adjustment Date, the
index as specified in the related Mortgage Note.
“Insurance Proceeds”:
Proceeds of any title policy, hazard policy or other insurance
policy covering a Mortgage Loan or related Mortgaged Property, to
the extent such proceeds are not to be applied to the restoration
of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Servicer would follow in
servicing Mortgage Loans held for its own account, subject to the
terms and conditions of the related Mortgage Note and
Mortgage.
“Interest Accrual Period”:
For any Distribution Date and the LIBOR Certificates, will be the
actual number of days (based on a 360-day year) included in the
period commencing on the immediately preceding Distribution Date
(or, in the case of the first such Interest Accrual Period,
commencing on the Closing Date) and ending on the day immediately
preceding such Distribution Date. For any Distribution Date
and the Fixed Rate Certificates, will be the calendar month
immediately preceding the Distribution Date (based on a 30-day
month and a 360-day year).
“Interest Determination
Date”: With respect to the LIBOR Certificates and any
Interest Accrual Period therefor, the second London Business Day
preceding the commencement of such Interest Accrual
Period.
“Interest Remittance Amount”:
With respect to any Distribution Date, the sum of the Group 1
Interest Remittance Amount, the Group 2-A Interest Remittance
Amount and the Group 2-B Interest Remittance Amount.
“ISDA”: International
Swaps and Derivatives Association, Inc.
“ISDA Master Agreement”:
An ISDA Master Agreement (Multicurrency-Cross Border) in the
form published by ISDA in 1992 including the schedule
thereto.
“Late Collections”: With
respect to any Mortgage Loan and any Due Period, all amounts
received subsequent to the Determination Date immediately following
such Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal and/or interest
due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) but Delinquent for such Due
Period and not previously recovered.
“ Latest Possible Maturity Date”: The
Distribution Date occurring five years after the Final Distribution
Date.
“LIBOR Certificates”: As
specified in the Preliminary Statement.
“LIBOR Pass-Through Rate”:
For any Distribution Date and any Class of LIBOR Certificates, the
least of (i) the related Formula Rate, (ii) the Net WAC Rate and
(iii) the Maximum Rate Cap for such Distribution Date.
“Liquidated Mortgage Loan”: A
Mortgage Loan as to which a Final Recovery Determination has been
made.
“Liquidation Event”: With
respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination
is made as to such Mortgage Loan; (iii) such Mortgage Loan is
removed from the Trust Fund by reason of its being purchased, sold
or replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c), Section 3.23 or Section 9.01; or (iv) such Mortgage Loan
becomes a Charged-off Mortgage Loan. With respect to any REO
Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO
Property is removed from the Trust Fund by reason of its being
purchased pursuant to Section 9.01.
“Liquidation Proceeds”: The
amount (other than Insurance Proceeds, Recoveries or amounts
received in respect of the rental of any REO Property prior to REO
Disposition) received by the Servicer in connection with (i) the
taking of all or a part of a Mortgaged Property by exercise of the
power of eminent domain or condemnation (but only to the extent not
required to be released to a Mortgagor pursuant to the related
Mortgage Loan Documents or to the holder of a first lien pursuant
to the mortgage loan documents relating to the first lien), (ii)
the liquidation of a defaulted Mortgage Loan through a
trustee’s sale, foreclosure sale or otherwise, or (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO
Property pursuant to or as contemplated by Section 2.03, Section
3.16(c), Section 3.23 or Section 9.01.
“Loan-to-Value Ratio” or
“LTV”: With respect to any first lien Mortgage Loan and
as of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the
related Mortgage Loan at such date and the denominator of which is
the Value of the related Mortgaged Property. With respect to
any second lien Mortgage Loan and as of any date of determination,
the fraction, expressed as a percentage, the numerator of which is
the sum of (a) the principal balance of the related Mortgage Loan
at the date of origination plus (b) the principal balance of the
related First Lien at the date of origination of such mortgage loan
and the denominator of which is the Value of the related Mortgaged
Property.
“London Business Day”: Any
day on which banks in the City of London are open and conducting
transactions in United States dollars.
“Master REMIC”: As defined in
Section 1.03 of this Agreement.
“Maximum Mortgage Rate”: With
respect to each Adjustable Rate Mortgage Loan, the percentage set
forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder. With respect to each Fixed Rate Mortgage Loan,
the related Mortgage Rate.
“Maximum Rate Cap”: With
respect to each Interest Accrual Period, and (i) with respect to
the LIBOR Certificates, a per annum rate (subject to adjustment
based on the actual number of days elapsed in the Interest Accrual
Period) equal to (A) the sum of (x) the weighted average of the
Expense Adjusted Net Maximum Mortgage Rates and (y) with respect to
the Group 2 Certificates, the Net Swap Payment, if any, made by the
Swap Provider for such month multiplied by 12, divided by the
aggregate principal balance of the Group 2 Mortgage Loans over (B)
with respect to the Group 2 Certificates, the Net Swap Payment, if
any, made to the Swap Provider for such month multiplied by 12,
divided by the aggregate principal balance of the Group 2 Mortgage
Loans.
“Mezzanine Certificates”: As
defined in the Preliminary Statement.
“Minimum Mortgage Rate”: With
respect to each Adjustable Rate Mortgage Loan, the greater of (a)
the Gross Margin set forth in the related Mortgage Note and (b) the
percentage set forth in the related Mortgage Note as the minimum
Mortgage Rate thereunder.
“Monthly Interest Distributable
Amount”: With respect to any Distribution Date and each Class
of Certificates, other than the Class P-1, Class P-2, Class R and
Class C Certificates, an amount equal to the amount of interest
accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the Class Principal Amount of such Class of
Certificates immediately prior to such Distribution Date, in each
case, reduced by any Net Prepayment Interest Shortfall Amounts
allocated to such Class of Certificates and any Relief Act Interest
Shortfalls allocated to such Class of Certificates, in each such
case, as such shortfalls are allocated pursuant to Section 1.02
herein.
“Monthly Payment”: With
respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by
the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act;
(b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.07(a); and (c) on the assumption
that all other amounts, if any, due under such Mortgage Loan are
paid when due.
“Moody’s”:
Moody’s Investors Service, Inc. or its successor in
interest.
“Mortgage”: The mortgage,
deed of trust or other instrument creating a first or second lien
on, or first or second priority security interest in, a Mortgaged
Property securing a Mortgage Note.
“Mortgage File”: The mortgage
documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
“Mortgage Loan”: Each
Mortgage Loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(c) of this Agreement, as held from
time to time as a part of the Trust Fund, the Mortgage Loans so
held being identified in the Mortgage Loan Schedule, including each
REO Property unless the context otherwise requires.
“Mortgage Loan Purchase
Agreement”: The flow mortgage loan sale agreement dated as of
September 27, 2006, between Chase Home Finance LLC and J.P. Morgan
Mortgage Acquisition Corp., regarding the sale of the Mortgage
Loans to the Seller.
“Mortgage Loan Schedule”: As
of any date, the list of Mortgage Loans included in the Trust Fund
on such date, attached hereto as Schedule 1. The Mortgage
Loan Schedule shall set forth the following information with
respect to each Mortgage Loan:
(i)
the Mortgagor’s name and the
Originator’s Mortgage Loan identifying number;
(ii)
the street address of the Mortgaged
Property including the state and zip code;
(iii)
a code indicating whether the Mortgaged
Property is owner-occupied;
(iv)
the type of Residential Dwelling
constituting the Mortgaged Property;
(v)
the original months to
maturity;
(vi)
the Loan-to-Value Ratio, at
origination;
(vii)
the Mortgage Rate in effect immediately
following the Cut-off Date;
(viii)
the date on which the first Monthly
Payment was due on the Mortgage Loan;
(ix)
the stated maturity date of such Mortgage
Loan and of the related First Lien, if applicable;
(x)
the amount of the Monthly Payment (a) at
origination and (b) due on the first Due Date after the Cut-off
Date;
(xi)
the last Due Date on which a Monthly
Payment was actually applied to the unpaid Stated Principal
Balance;
(xii)
the original principal amount of the
Mortgage Loan and the original principal balance of the related
First Lien, if applicable, as of the date of
origination;
(xiii)
the Stated Principal Balance of the
Mortgage Loan and the Stated Principal Balance of the related First
Lien, if applicable, as of the close of business on the Cut-off
Date;
(xiv)
with respect to each Adjustable Rate
Mortgage Loan, the Applicable Index and Gross Margin;
(xv)
a code indicating the purpose of the
Mortgage Loan (i.e., purchase financing, rate/term refinancing,
cash-out refinancing);
(xvi)
with respect to each Adjustable Rate
Mortgage Loan, the Maximum Mortgage Rate;
(xvii)
with respect to each Adjustable Rate
Mortgage Loan, the Minimum Mortgage Rate;
(xviii)
the Mortgage Rate at
origination;
(xix)
with respect to each Adjustable Rate
Mortgage Loan, the Periodic Rate Cap and the maximum first
Adjustment Date Mortgage Rate adjustment;
(xx)
a code indicating the documentation
program;
(xxi)
with respect to each Adjustable Rate
Mortgage Loan, the first Adjustment Date immediately following the
Cut-off Date and the Adjustment Date frequency;
(xxii)
the Value of the Mortgaged
Property;
(xxiii)
the sale price of the Mortgaged Property,
if applicable;
(xxiv)
the Originator’s risk grade and the
FICO or other credit score of the Mortgagor;
(xxv)
the actual interest “paid to
date” of the Mortgage Loan as of the Cut-off Date;
(xxvi)
the number of years any Prepayment
Premium is in effect;
(xxvii)
the loan type (i.e., fixed, adjustable;
2/28, 3/27, 15/15, etc.);
(xxviii)
the actual unpaid principal balance
of the Mortgage Loan as of the Cut-off Date;
(xxix)
a code indicating whether such Mortgage
Loan is a Group 1 Mortgage Loan, Group 2-A Mortgage Loan or a
Group 2-B Mortgage Loan;
(xxx)
a code indicating whether the Mortgage
Loan is a second lien Mortgage Loan; and
(xxxi)
a code indicating whether the Mortgage
Loan is subject to a Prepayment Premium, if any.
The Mortgage Loan Schedule shall set
forth the following information with respect to the Mortgage Loans
in the aggregate as of the Cut-off Date: (1) the number of Mortgage
Loans; (2) the current principal balance of the Mortgage Loans; (3)
the weighted average Mortgage Rate of the Mortgage Loans; and (4)
the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall set forth the aggregate Stated
Principal Balance of the Mortgage Loans. The Mortgage Loan
Schedule shall be amended from time to time by the Depositor in
accordance with the provisions of this Agreement. With
respect to any Qualified Substitute Mortgage Loan, the Cut-off Date
shall refer to the related Cut-off Date for such Mortgage Loan,
determined in accordance with the definition of Cut-off Date
herein.
“Mortgage Note”: The original
executed note with all applicable riders or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The pool of
Mortgage Loans, identified on Schedule 1 from time to time, and any
REO Properties acquired in respect thereof.
“Mortgage Rate”: With respect
to each Mortgage Loan, the annual rate at which interest accrues on
such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the
immediately preceding sentence as of the date such Mortgage Loan
became an REO Property.
“Mortgaged Property”: The
underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property or a leasehold
interest improved by a Residential Dwelling.
“Mortgagor”: The obligor on a
Mortgage Note.
“Net Liquidation Proceeds”:
With respect to any liquidation of a Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property),
the related Liquidation Proceeds, net of P&I Advances,
Servicing Advances, Servicing Fees and any other fees, received and
retained in connection with the liquidation of such Mortgage Loan
or Mortgaged Property in accordance with the terms of this
Agreement.
“Net Mortgage Rate”: With
respect to any Mortgage Loan (or the related REO Property) as of
any date of determination, a per annum rate of interest equal to
the then applicable Mortgage Rate for such Mortgage Loan minus the
Administrative Fee Rate.
“Net Prepayment Interest
Shortfall”: With respect to any Distribution Date, the amount
by which the sum of any Prepayment Interest Shortfalls for such
date exceeds the sum of (x) all Prepayment Interest Excess for such
date over (y) Compensating Interest payments made with respect to
such date.
“Net Swap Payment”: In the
case of payments made by the Supplemental Interest Trust, the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating
Swap Payment. In the case of payments made by the Swap
Provider, the excess, if any, of (x) the Floating Swap Payment over
(y) the Fixed Swap Payment. In each case, the Net Swap
Payment shall not be less than zero.
“Net WAC Rate”: The Group 1
Net WAC Rate or the Group 2 Net WAC Rate, as applicable.
“Net WAC Rate Carryover
Amount”: For any Distribution Date on which the Pass-Through
Rate for any Class of Group 1 or Group 2 Certificates is equal to
the related Net WAC Rate, an amount equal to the sum of (i) the
excess of (x) the amount of interest such Class accrued for such
Distribution Date at the related Formula Rate (up to the related
Maximum Cap Rate) or Certificate Rate, as applicable, over (y) the
amount of interest such Class accrued for such Distribution Date at
the related Net WAC Rate and (ii) the unpaid portion of any Net WAC
Rate Carryover Amount from the prior Distribution Date together
with interest accrued on such unpaid portion for the most recently
ended Interest Accrual Period at the Formula Rate or Certificate
Rate applicable for such Class for such Interest Accrual
Period.
“New Lease”: Any lease of REO
Property entered into on behalf of the Trust Fund, including any
lease renewed or extended on behalf of the Trust Fund, if the Trust
Fund has the right to renegotiate the terms of such
lease.
“NIMS Insurer”: Any
insurer that is guaranteeing certain payments under notes secured
by collateral which includes all or a portion of the Class C
Certificates, the Class P Certificates and/or the Residual
Certificates.
“Nonrecoverable P&I
Advance”: Any P&I Advance previously made or proposed to
be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Servicer using Accepted
Servicing Practices, will not or, in the case of a proposed P&I
Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.
“Nonrecoverable Servicing
Advance”: Any Servicing Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the Servicer using Accepted
Servicing Practices, will not or, in the case of a proposed
Servicing Advance, would not be ultimately recoverable from related
Late Collections, Insurance Proceeds or Liquidation Proceeds on
such Mortgage Loan or REO Property as provided herein.
“Non-United States Person”:
Any Person other than a United States Person.
“Offered Certificates”: As
defined in the Preliminary Statement.
“Offered Subordinate
Certificates”: As specified in the Preliminary
Statement.
“Officers’
Certificate”: With respect to the Depositor and the Seller, a
certificate signed by the Chairman of the Board, the Vice Chairman
of the Board, the President, a vice president (however denominated)
or an authorized agent, and by the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the
Depositor or Seller, as applicable. With respect to the
Servicer, any officer who is authorized to act for the Servicer in
matters relating to this Agreement, and whose action is binding
upon the Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the
closing.
“One-Month LIBOR”: With
respect to the LIBOR Certificates and any Interest Accrual Period
therefor, the rate determined by the Securities Administrator on
the related Interest Determination Date (or with respect to the
initial Interest Accrual Period, on the Closing Date based on
information available on the related Interest Determination Date)
on the basis of the offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date; provided
that if such rate does not appear on Telerate Page 3750, the rate
for such date will be determined on the basis of the offered rates
of the Reference Banks for one-month U.S. dollar deposits, as of
11:00 a.m. (London time) on such Interest Determination Date.
In such event, the Securities Administrator will request the
principal London office of each of the Reference Banks to provide a
quotation of its rate. If on such Interest Determination
Date, two or more Reference Banks provide such offered quotations,
One-Month LIBOR for the related Interest Accrual Period shall be
the arithmetic mean of such offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/16%). If on such
Interest Determination Date, fewer than two Reference Banks provide
such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the higher of (i) LIBOR as determined on
the previous Interest Determination Date and (ii) the Reserve
Interest Rate. Notwithstanding the foregoing, if, under the
priorities described above, LIBOR for an Interest Determination
Date would be based on LIBOR for the previous Interest
Determination Date for the third consecutive Interest Determination
Date, the Depositor shall select an alternative comparable index
(over which the Depositor has no control), used for determining
one-month Eurodollar lending rates that is calculated and published
(or otherwise made available) by an independent party.
“Operative Documents”: This
Agreement, the Mortgage Loan Purchase Agreement, the Custodial
Agreement, the Assignment and Assumption Agreement and any other
documents related hereto or thereto.
“Opinion of Counsel”: A
written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor or the Servicer and which shall
be acceptable to the Securities Administrator and the Trustee
(which acceptance shall not be unreasonably withheld), except that
any opinion of counsel relating to (a) the qualification of any
REMIC created hereunder or (b) compliance with the REMIC Provisions
must be an opinion of Independent counsel.
“Optional Termination Date”:
The first Distribution Date that the Servicer shall be permitted to
purchase the Mortgage Loans and REO Properties pursuant to Section
9.01(b).
“Originator”: Chase Home
Finance LLC or its successor in interest.
“Ownership Interest”: As to
any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or
indirect, legal or beneficial, as owner or as pledgee.
“P&I Advance”: As to any
Mortgage Loan or REO Property, any advance made by the Servicer in
respect of any Distribution Date representing the aggregate of all
payments of principal and interest, net of the Servicing Fee, that
were due during the related Due Period on the related Mortgage
Loans and that were Delinquent on the related Determination Date,
plus certain amounts representing assumed payments not covered by
any current net income on the Mortgaged Properties acquired by
foreclosure or deed in lieu of foreclosure as determined pursuant
to Section 4.03. The Servicer will not be required to make
any Nonrecoverable P&I Advances as described in Section
4.03.
“Pass-Through Rate”: The
LIBOR Pass-Through Rate or the Fixed Pass-Through Rate, as
applicable.
“Percentage Interest”: As to
any Certificate, either the percentage set forth on the face
thereof or the percentage obtained by dividing the initial Class
Principal Amount represented by such Certificate by the aggregate
initial Class Principal Amount of all of the Certificates of such
Class.
“Periodic Rate Cap”: With
respect to each Adjustable Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without
regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate)
on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted Investments”: Any
one or more of the following obligations or securities acquired at
a purchase price of not greater than par, regardless of whether
issued by the Depositor, the Servicer, the Securities
Administrator, the Trustee or any of their respective
Affiliates:
(a)
direct obligations of, or obligations
fully guaranteed as to timely payment of principal and interest by,
the United States or any agency or instrumentality thereof,
provided such obligations are backed by the full faith and credit
of the United States;
(b)
demand and time deposits in, certificates
of deposit of, or bankers’ acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers’ acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than
30 days) denominated in United States dollars that are rated at
least “F1+” by Fitch and “A1+” by S&P
(if rated by Fitch and/or S&P), and issued by any Depository
Institution;
(c)
repurchase obligations with respect to
any security described in clause (a) above entered into with a
Depository Institution (acting as principal);
(d)
securities bearing interest or sold at a
discount that are issued by any corporation incorporated under the
laws of the United States of America or any state thereof and that
are rated by each Rating Agency that rates such securities in its
highest long-term unsecured rating at the time of such investment
or contractual commitment providing for such investment;
(e)
commercial paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more than
30 days after the date of acquisition thereof) that is rated by
each Rating Agency that rates such securities in its highest
short-term unsecured debt rating available at the time of such
investment;
(f)
units of money market funds, including
money market funds sponsored, managed or advised by the Trustee,
the Securities Administrator or an Affiliate of either of them and
from which the Trustee, the Securities Administrator or the
Affiliate of either of them may receive compensation, that have
been rated “AAA” by Fitch (if rated by Fitch),
“Aaa” by Moody’s (if rated by Moody’s) and
“AAAm” by S&P (if rated by S&P); and
(g)
if previously confirmed in writing to the
Trustee and the Securities Administrator, any other demand, money
market or time deposit, or any other obligation, security or
investment, as may be acceptable to each of the Rating Agencies as
a permitted investment of funds backing securities having ratings
equivalent to its highest initial rating of the Class A
Certificates; provided, however, that any Permitted Investment
pursuant to this clause (g) which solely contains a short-term
rating shall be a Permitted Investment rated in the highest
category for such short-term rating;
provided, however, that no instrument
described hereunder shall evidence either the right to receive (a)
only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and
principal payments with respect to such instrument provide a yield
to maturity at par greater than 120% of the yield to maturity at
par of the underlying obligations.
“Permitted Transferee”: Any
Transferee of a Residual Interest other than a Disqualified
Organization or Non-United States Person.
“Person”: Any individual,
corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
“Plan”: Any employee benefit
plan (as defined in Section 3(3) of ERISA) or other plan as defined
in Section 4975(e)(1) of the Code that is subject to Title I of
ERISA or Section 4975 of the Code, or any entity deemed to hold the
plan assets of the foregoing.
“Pool 1 Principal Balance”:
As of any Distribution Date, the aggregate Stated Principal Balance
of the Group 1 Mortgage Loans as of the last day of the related Due
Period.
“Pool 2 Principal Balance”:
As of any Distribution Date, the aggregate Stated Principal Balance
of the Group 2 Mortgage Loans as of the last day of the related Due
Period.
“PPC”: Either of the Fixed
Rate Prepayment Vector or the Adjustable Rate Prepayment Vector.
“Prepayment Assumption”: With
respect to the Adjustable Rate Mortgage Loans, the Fixed Rate
Prepayment Vector. With respect to the Fixed Rate Mortgage
Loans, the Adjustable Rate Prepayment Vector. The Prepayment
Assumption is used solely for determining the accrual of original
issue discount on the Certificates for federal income tax purposes.
“Prepayment Interest Excess”:
With respect to any Distribution Date, the interest received in
connection with any Principal Prepayment in full received on a
Mortgage Loan by the Servicer between the 1st and 15th calendar day
of the month for the related Distribution Date.
“Prepayment Interest
Shortfall”: With respect to any Distribution Date, for each
Mortgage Loan that was during the related Prepayment Period (other
than prepayments received in the month of such Distribution Date)
subject to a Principal Prepayment in full or in part, an amount
equal to interest at the applicable Net Mortgage Rate on the amount
of such Principal Prepayment for the number of days commencing on
the date on which the prepayment is applied and ending on the last
day of the calendar month preceding the month of such Distribution
Date. The obligations of the Servicer in respect of any
Prepayment Interest Shortfall are set forth in Section
3.24.
“Prepayment Period”: With
respect to any Distribution Date, and any Principal Prepayment in
full received on a Mortgage Loan, is the period that
(a) commences on the 16th calendar day of the month preceding
the month in which such Distribution Date occurs and (b) ends
on the 15th calendar day in the month in which such Distribution
Date occurs. With respect to any Distribution Date and any
Principal Prepayment in part received on a Mortgage Loan, is the
calendar month preceding such Distribution Date.
“Prepayment Premium”: With
respect to any Mortgage Loan and the related Prepayment Period, any
prepayment premium, penalty or charge collected by the Servicer
from a Mortgagor in connection with any voluntary Principal
Prepayment and held from time to time as a part of the Trust Fund.
The Servicer shall calculate, in good faith using Accepted
Servicing Practices, the amount of any Prepayment Premium solely
pursuant to the terms of the related Mortgage Note.
“Prime Rate”: The rate of
interest equal to the prime rate as reported in The Wall Street
Journal .
“Principal Prepayment”: Any
payment of principal made by the Mortgagor on a Mortgage Loan which
is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest (without regard to any
Prepayment Premium that may have been collected by the Servicer in
connection with such payment of principal) representing the full
amount of scheduled interest due on any Due Date in any month or
months subsequent to the month of prepayment.
“Principal Remittance
Amount”: With respect to any Distribution Date and any Group,
as applicable, that portion of the Available Funds equal to the sum
of (i) all scheduled payments of principal collected or advanced on
the related Mortgage Loans by the Servicer that were due during the
related Due Period, (ii) the principal portion of all Principal
Prepayments of the related Mortgage Loans, if any, applied by the
Servicer during the related Due Period, (iii) the principal portion
of all related Net Liquidation Proceeds, Recoveries and Insurance
Proceeds received during the calendar month preceding the month of
such Distribution Date, (iv) that portion of the Purchase Price
representing principal of any purchased or repurchased related
Mortgage Loan, deposited to the Collection Account during the
calendar month preceding the month of such Distribution Date, (v)
the principal portion of the amount of any shortfall deposited in
the Collection Account in connection with the substitution of a
Deleted Mortgage Loan pursuant to Section 2.03 during the calendar
month preceding the month of such Distribution Date and (vi) on the
Distribution Date on which the Trust is to be terminated in
accordance with this Agreement, that portion of the Termination
Price in respect of principal on the related Mortgage
Loans.
“PTCE”: A Prohibited
Transaction Class Exemption.
“Purchase Price”: With
respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03 or Section 3.16(c),
and as calculated and confirmed in an Officers’ Certificate
from the Servicer to the Securities Administrator, an amount equal
to the sum of (i) 100% of the Stated Principal Balance thereof as
of the date of purchase (or such other price as provided in Section
9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
such Stated Principal Balance at the applicable Mortgage Rate in
effect from time to time from the Due Date as to which interest was
last covered by a payment by the Mortgagor or a P&I Advance by
the Servicer through the end of the calendar month in which the
purchase is to be effected and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable
Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an
advance by the Servicer through the end of the calendar month
immediately preceding the calendar month in which such REO Property
was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month
in which such purchase is to be effected, net of the total of all
net rental income, Insurance Proceeds, Liquidation Proceeds and
P&I Advances that as of the date of purchase had been
distributed as or to cover REO Imputed Interest pursuant to Section
4.01, (iii) except in the case of a purchase by the Servicer, any
unreimbursed Servicing Advances and P&I Advances and any unpaid
Servicing Fees allocable to such Mortgage Loan or REO Property and
any P&I Advances previously reimbursed to the Servicer pursuant
to Section 3.11(a)(vi), (iv) any amounts previously withdrawn from
the Collection Account in respect of such Mortgage Loan or REO
Property pursuant to Section 3.11(a)(ix) and Section 3.16(b), (v)
in the case of a Mortgage Loan required to be purchased pursuant to
Section 2.03, expenses reasonably incurred or to be incurred by the
Servicer, the Trustee, the Custodian, the Trust Oversight Manager
or the Securities Administrator in respect of the breach or defect
giving rise to the purchase obligation and (vi) in the case of a
Mortgage Loan required to be purchased pursuant to Section 2.03,
any costs and damages actually incurred and paid by the Trust, the
Depositor, the Seller, the Servicer, the Securities Administrator
or the Trustee in connection with any violation by such Mortgage
Loan of (x) the representation and warranties set forth in Section
2.06(b) of this Agreement or (y) the representations and warranties
made in paragraphs (f), (qq), (xx), (hhh), (lll), (mmm) or (ppp) of
Schedule 4 attached hereto.
“Qualified Appraiser”: An
appraiser of a Mortgaged Property duly appointed by the originator
of the related Mortgage Loan, who had no interest, direct or
indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the
approval or disapproval of the related Mortgage Loan and who met
the qualifications of Fannie Mae or Freddie Mac and satisfied the
requirements of Title XI of FIRREA.
“Qualified Substitute Mortgage
Loan”: A Mortgage Loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal
and interest due during or prior to the month of substitution, not
in excess of and not more than 5% less than the Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have
a Mortgage Rate not less than (and not more than one percentage
point in excess of) the Mortgage Rate of the Deleted Mortgage Loan,
(iii) with respect to each Adjustable Rate Mortgage Loan have
a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on
the Deleted Mortgage Loan, (iv) with respect to each
Adjustable Rate Mortgage Loan have a Minimum Mortgage Rate not less
than the Minimum Mortgage Rate of the Deleted Mortgage Loan,
(v) with respect to each Adjustable Rate Mortgage Loan have a
Gross Margin equal to or greater than the Gross Margin of the
Deleted Mortgage Loan, (vi) with respect to each Adjustable
Rate Mortgage Loan, adjust in accordance with the Index and have a
next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, and have the same
intervals between Adjustment Dates as the Deleted Mortgage Loan,
(vii) have a remaining term to maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan, (viii) have the same Due Date as the Due Date on the
Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio as of
the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (x) have a
risk grading certified by the Seller at least equal to the risk
grading assigned on the Deleted Mortgage Loan, (xi) have been
underwritten or reunderwritten by the Originator in accordance with
the same underwriting criteria and guidelines as the Mortgage Loans
being replaced, (xii) be of the same or better credit quality
as the Mortgage Loan being replaced, (xiii) have a lien
priority equal to or superior to that of the Deleted Mortgage Loan,
(xiv) be secured by the same property type as the Deleted
Mortgage Loan and (xv) conform to each representation and
warranty in the applicable Mortgage Loan Purchase Agreement.
In the event that one or more Mortgage Loans are substituted
for one or more Deleted Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clause (ii)
hereof shall be determined on the basis of weighted average
Mortgage Rates, the Loan-to-Value Ratios described in clause (ix)
hereof shall be satisfied as to each such Mortgage Loan, the risk
gradings described in clause (x) hereof shall be satisfied as to
each such Mortgage Loan and, except to the extent otherwise
provided in this sentence, the representations and warranties
described in clause (xv) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case
may be.
“Rating Agency or Rating
Agencies”: S&P, Moody’s and Fitch or their
successors. If such agencies or their successors are no
longer in existence, “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other
comparable Persons, designated by the Depositor, notice of which
designation shall be given to the Trustee, the Securities
Administrator and the Servicer.
“Realized Loss”: With respect
to each Mortgage Loan as to which a Final Recovery Determination
has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of such Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery
Determination was made, plus (ii) accrued interest from the Due
Date as to which interest was last paid by the Mortgagor through
the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual
rate at which interest was then accruing on such Mortgage Loan and
(B) on a principal amount equal to the Stated Principal Balance of
such Mortgage Loan immediately prior to such Final Recovery
Determination, plus (iii) any amounts previously withdrawn from the
Collection Account in respect of such Mortgage Loan pursuant to
Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the proceeds,
if any, received in respect of such Mortgage Loan during the
calendar month in which such Final Recovery Determination was made,
net of amounts that are payable therefrom to the Servicer with
respect to such Mortgage Loan pursuant to Section 3.11(a)(ii) and
(iii).
With respect to any REO Property as to
which a Final Recovery Determination has been made, an amount (not
less than zero) equal to (i) the unpaid principal balance of the
related Mortgage Loan as of the date of acquisition of such REO
Property on behalf of the Trust Fund, plus (ii) accrued interest
from the Due Date as to which interest was last paid by the
Mortgagor in respect of the related Mortgage Loan through the end
of the calendar month immediately preceding the calendar month in
which such REO Property was acquired, calculated in the case of
each calendar month during such period (A) at an annual rate equal
to the annual rate at which interest was then accruing on the
related Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of the related Mortgage Loan as of the
close of business on the Distribution Date during such calendar
month, plus (iii) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month
in which such Final Recovery Determination was made, plus (iv) any
amounts previously withdrawn from the Collection Account in respect
of the related Mortgage Loan pursuant to Section 3.11(a)(ix) and
Section 3.16(b), minus (v) the aggregate of all P&I Advances
made by the Servicer in respect of such REO Property or the related
Mortgage Loan for which the Servicer has been or, in connection
with such Final Recovery Determination, will be reimbursed pursuant
to Section 3.23 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property,
minus (vi) the total of all net rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property
that has been, or in connection with such Final Recovery
Determination, will be transferred to the Distribution Account
pursuant to Section 3.23.
With respect to each Mortgage Loan that
has become the subject of a Deficient Valuation, the difference
between the principal balance of such Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal
balance of such Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan that
(i) is not a Liquidated Mortgage Loan and (ii) has become the
subject of a Debt Service Reduction, the portion, if any, of the
reduction in each affected Monthly Payment attributable to a
reduction in the Mortgage Rate imposed by a court of competent
jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly
Payment.
“Record Date”: With respect
to any Distribution Date and any Definitive Certificates and Fixed
Rate Certificates, other than the Class C Certificates, and
the first Distribution Date, the close of business on the last
Business Day of the month immediately preceding the month in which
such applicable Distribution Date occurs. With respect to any
Distribution Date and the LIBOR Certificates (other than any
Definitive Certificates), the Business Day prior to such
Distribution Date.
“Recovery”: With respect to
any Liquidated Mortgage Loan, an amount received in respect of
principal on such Mortgage Loan which has previously been allocated
as a Realized Loss to a Class or Classes of Certificates net of
reimbursable expenses.
“Reference Banks”: Deutsche
Bank, Barclays Bank PLC, The Tokyo Mitsubishi Bank and National
Westminster Bank PLC and their successors in interest; provided,
however, that if any of the foregoing banks are not able to serve
as a Reference Bank, then any leading banks selected by the
Depositor which are engaged in transactions in Eurodollar deposits
in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling,
under the control of or under common control with the Depositor or
any Affiliate thereof, and (iii) which have been designated as
such by the Depositor.
“Refinanced Mortgage Loan”: A
Mortgage Loan the proceeds of which were not used to purchase the
related Mortgaged Property.
“Regular Certificate”: As
specified in the Preliminary Statement.
“Regular Interest”: A
“regular interest” in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation
AB), 17 C.F.R. §§229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Fed Reg. 1,506, 1.531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
“Relief Act”: The
Servicemembers Civil Relief Act, as amended, or any similar state
or local law.
“Relief Act Interest
Shortfall”: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount of interest collectible
on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.
“REMIC”: A “real estate
mortgage investment conduit” within the meaning of Section
860D of the Code.
“REMIC I”: The
segregated pool of assets subject hereto, constituting the primary
trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made, consisting of (i) such
Mortgage Loans as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together
with all collections thereon and proceeds thereof, (ii) any REO
Property, together with all collections thereon and proceeds
thereof, (iii) the Trustee’s rights with respect to the
Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the Depositor’s rights under each of the Mortgage Loan
Purchase Agreement and the Assignment and Assumption Agreement
(including any security interest created thereby) and (v) the
Collection Account (other than any amounts representing any
Servicer Prepayment Premium Payment Amount), the Distribution
Account (other than any amounts representing any Servicer
Prepayment Premium Payment Amount) and any REO Account and such
assets that are deposited therein from time to time and any
investments thereof, together with any and all income, proceeds and
payments with respect thereto. Notwithstanding the foregoing,
however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on
or before the Cut-off Date and all Prepayment Premiums payable in
connection with Principal Prepayments made on or before the Cut-off
Date, the Group 1 Net WAC Reserve Fund, the Group 2 Net WAC Reserve
Fund, the Class AF-1a Cap Agreement, the Supplemental Interest
Trust, the Supplemental Interest Account and the Swap
Agreement.
“REMIC I Regular
Interest”: Any of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated
as a “regular interest” in REMIC I.
“REMIC II”: The
segregated pool of assets consisting of all of the REMIC I
Regular Interests conveyed in trust to the Trustee for the benefit
of the Certificateholders pursuant to Section 2.08 and all amounts
deposited therein, with respect to which a separate REMIC election
is to be made.
“REMIC II Regular
Interest”: Any of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and
designated as a “regular interest” in
REMIC II.
“REMIC III”: The
segregated pool of assets consisting of all of the REMIC II
Regular Interests conveyed in trust to the Trustee for the benefit
of the Certificateholders pursuant to Section 2.08 and all amounts
deposited therein, with respect to which a separate REMIC election
is to be made.
“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through
860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
“REMIC Swap Rate”: For
each Distribution Date (and the related Interest Accrual Period), a
per annum rate equal to the product of: (i) 5.02% and
(ii) 2.
“Remittance Report”: A report
in form mutually agreed to between the Securities Administrator and
the Servicer on a magnetic disk or tape or in electronic format
prepared by the Servicer pursuant to Section 4.03 with such
additions, deletions and modifications as agreed to by the
Securities Administrator and the Servicer.
“Rents from Real Property”:
With respect to any REO Property, gross income of the character
described in Section 856(d) of the Code as being included in the
term “rents from real property.”
“REO Account”: Each of the
accounts maintained, or caused to be maintained, by the Servicer in
respect of an REO Property pursuant to Section 3.23.
“REO Disposition”: The sale
or other disposition of an REO Property on behalf of the Trust
Fund.
“REO Imputed Interest”: As to
any REO Property, for any calendar month during which such REO
Property was at any time part of the Trust Fund, one month’s
interest at the applicable Mortgage Rate on the Stated Principal
Balance of such REO Property (or, in the case of the first such
calendar month, of the related Mortgage Loan, if appropriate) as of
the close of business on the Distribution Date in such calendar
month.
“REO Principal Amortization”:
With respect to any REO Property, for any calendar month, the
excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in
the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in
connection with a purchase of all of the Mortgage Loans and REO
Properties pursuant to Section 9.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts (i)
payable pursuant to Section 3.23(c) in respect of the proper
operation, management and maintenance of such REO Property or (ii)
payable or reimbursable to the Servicer pursuant to Section 3.23(d)
for unpaid Servicing Fees in respect of the related Mortgage Loan
and unreimbursed Servicing Advances and P&I Advances in respect
of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar
month.
“REO Property”: A Mortgaged
Property acquired by the Servicer on behalf of the Trust Fund
through foreclosure or deed-in-lieu of foreclosure, as described in
Section 3.23.
“Request for Release”: A
release signed by a Servicing Officer, or in a mutually agreeable
electronic format which will, in lieu of a signature on its face,
originate from a Servicing Officer, in the form of Exhibit E-1
attached hereto.
“Reserve Interest Rate”: With
respect to any Interest Determination Date, the rate per annum that
the Securities Administrator determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. dollar lending rates which
New York City banks selected by the Depositor are quoting on the
relevant Interest Determination Date to the principal London
offices of leading banks in the London interbank market or (ii) in
the event that the Securities Administrator can determine no such
arithmetic mean, the lowest one-month U.S. dollar lending rate
which New York City banks selected by the Depositor are quoting on
such Interest Determination Date to leading European
banks.
“Residential Dwelling”: Any
one of the following: (i) an attached or detached one-family
dwelling, (ii) an attached or detached two- to four-family
dwelling, (iii) an attached or detached one-family dwelling unit in
a condominium project or (iv) an attached or detached one-family
dwelling in a planned unit development, none of which is a
cooperative or mobile home.
“Residual Certificates”: As
specified in the Preliminary Statement.
“Residual Interest”: As
specified in the Preliminary Statement.
“Responsible Officer”: When
used with respect to the Securities Administrator, any vice
president, any assistant vice president, the Secretary, any
assistant secretary, the Treasurer, any assistant treasurer, any
trust officer or assistant trust officer, the Controller and any
assistant controller or any other officer of the Securities
Administrator customarily performing functions similar to those
performed by any of the above designated officers and, with respect
to a particular matter, to whom such matter is referred because of
such officer’s knowledge of and familiarity with the
particular subject in each case having direct responsibility for
the administration of this Agreement. When used with respect
to the Trustee, any vice president, any assistant vice president,
any trust officer or any assistant trust officer charged with
direct responsibility for the administration of this
Agreement.
“S&P”: Standard and
Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
“Securities Administrator
Certification”: As defined in Section 4.06(c)
herein.
“Securities Administrator
Fee”: As to any Distribution Date and each Mortgage
Loan, an amount equal to the product of the Securities
Administrator Fee Rate and the outstanding Stated Principal Balance
of such Mortgage Loan as of the first day of the related Due
Period, provided, however, such amount shall not be less than
$500.00 per month.
“Securities Administrator Fee
Rate”: 0.004% per annum, and as adjusted to reflect the
minimum monthly payment of $500.
“Seller”: J.P. Morgan
Mortgage Acquisition Corp. or its successor in interest, in its
capacity as seller.
“Servicer”: JPMorgan Chase
Bank, National Association, or any successor servicer appointed as
herein provided, in its capacity as servicer hereunder.
“Servicer Certification”: As
defined in Section 4.06(d) herein, a form of which is attached
hereto as Exhibit J.
“Servicer Event of Default”:
One or more of the events described in Section 7.01(a).
“Servicer Prepayment Premium
Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Premiums pursuant to Section
2.03(b)(ii).
“Servicer Remittance Date”:
With respect to any Distribution Date, 4:00 p.m. New York time on
the Business Day preceding such Distribution Date.
“Servicing Account”: The
account or accounts created and maintained pursuant to Section
3.09.
“Servicing Advances”: The
reasonable “out-of-pocket” costs and expenses incurred
by the Servicer in the performance of its servicing obligations
(including the reasonable fees of counsel) in connection with a
default, delinquency or other unanticipated event, including, but
not limited to, the cost of (i) the inspection, preservation,
restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, in
respect of a particular Mortgage Loan, (iii) the reasonable fees in
connection with the management and liquidation of any REO Property
(including default management and similar services, appraisal
services and real estate broker services), (iv) the performance of
its obligations under Section 3.01, Section 3.09, Section 3.13,
Section 3.14, Section 3.16 and Section 3.23, and (v) locating
documents missing from the Mortgage File or Servicing File.
Servicing Advances also include any reasonable
“out-of-pocket” cost and expenses (including legal
fees) incurred by the Servicer in connection with executing and
recording instruments of satisfaction, deeds of reconveyance or
Assignments of Mortgage to the extent not recovered from the
Mortgagor or otherwise payable under this Agreement. The
Servicer shall not be required to make any Nonrecoverable Servicing
Advances.
“Servicing Criteria”:
The “servicing criteria” set forth in Item
1122(d) of Regulation AB, as such may be amended from time to
time.
“Servicing Fee”: With respect
to each Mortgage Loan and for any calendar month, an amount equal
to one month’s interest at the Servicing Fee Rate on the same
principal amount on which interest on such Mortgage Loan accrues
for such calendar month, subject to reduction as provided in
Section 3.24. A portion of such Servicing Fee may be retained
by any Sub-Servicer as its servicing compensation.
“Servicing Fee Rate”: 0.50%
per annum on the Stated Principal Balance of each Mortgage
Loan.
“Servicing File”: With
respect to each Mortgage Loan, the Servicing File for such Mortgage
Loan shall consist of, but not be limited to, copies of each item
required to be in the Mortgage File and all additional documents
generated as a result of or utilized in originating and/or
servicing each Mortgage Loan (for the avoidance of doubt, the
original of each such document shall be maintained in the Mortgage
File for such Mortgage Loan unless otherwise permitted to be
released in accordance with this Agreement) including the following
documents listed below.
(i)
Residential loan application.
(ii)
Mortgage Loan closing
statement.
(iii)
Verification of employment and income, if
applicable.
(iv)
Verification of acceptable evidence of
source and amount of downpayment.
(v)
Credit report on Mortgagor.
(vi)
Residential appraisal report.
(vii)
Photograph of the Mortgaged
Property.
(viii)
Survey of the Mortgaged
Property.
(ix)
Copy of each instrument necessary to
complete identification of any exception set forth in the exception
schedule in the title policy, i.e., map or plat, restrictions,
easements, sewer agreements, home association declarations,
etc.
(x)
All required disclosure
statements.
(xi)
If required in an appraisal, termite
report, structural engineer’s report, water potability and
septic certification.
(xii)
Sales Contract, if applicable.
“Servicing Officer”: Any
employee of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name and
specimen signature appear on a list of Servicing Officers furnished
by the Servicer to the Trustee, the Securities Administrator and
the Depositor on the Closing Date, as such list may from time to
time be amended.
“Single Certificate”: With
respect to any Class of Certificates (other than the Class P
Certificates and the Residual Certificates), a hypothetical
Certificate of such Class evidencing a Percentage Interest for such
Class corresponding to an initial Class Principal Amount of $1,000.
With respect to the Class P Certificates and the Residual
Certificates, a hypothetical Certificate of such Class evidencing a
20% Percentage Interest in such Class.
“Startup Day”: With respect
to each REMIC formed hereby, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated Principal Balance”:
With respect to any Mortgage Loan and as to any date of
determination, the principal balance of such Mortgage Loan as of
the Cut-off Date, as shown in the Mortgage Loan Schedule, minus all
amounts previously distributed pursuant to Section 4.01
representing payments or recoveries of principal, or advances in
lieu thereof; provided, however, that the State Principal Balance
for any Mortgage Loan that has become a Liquidated Mortgage Loan
shall be zero as of the first day of the Due Period following the
Due Period in which such Mortgage Loan becomes a Liquidated
Mortgage Loan, and at all times thereafter.
“Subcontractor”: Any
vendor, subcontractor or other Person that, in the reasonable
determination of the Servicer, is not responsible for the overall
servicing (as “servicing” is commonly understood by
participants in the mortgage-backed securities market) of Mortgage
Loans but performs one or more discrete functions identified in
Item 1122(d) of Regulation AB with respect to Mortgage Loans as
reasonably determined by and under the direction or authority of
the Servicer or a Sub-servicer.
“Subordinate Certificates”:
As defined in the Preliminary Statement.
“Sub-Servicer”: Any Person in
the reasonable determination of the Servicer, that services
Mortgage Loans on behalf of the Servicer pursuant to a
Sub-Servicing Agreement and is responsible for the performance of a
material servicing function required to be performed by the related
Servicer under this Agreement that are identified in Item 1122(d)
of Regulation AB. Any subservicer shall meet the
qualifications set forth in Section 3.02.
“Sub-Servicing Account”: An
Eligible Account established by a Sub-Servicer which meets the
requirements set forth in Section 3.08 and is otherwise acceptable
to the Servicer.
“Sub-Servicing Agreement”:
The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans
as provided in Section 3.02.
“Substitution Shortfall
Amount”: As defined in Section 2.03(c) herein.
“Supplemental Interest
Account”: As defined in Section 4.07 hereof.
“Supplemental Interest
Trust”: The trust created pursuant to Section 4.07
herein and designated as the “Supplemental Interest
Trust,” consisting of the Swap Agreement, the Supplemental
Interest Account and the right to receive amounts as provided in
Section 4.01.
“Swap Agreement”: The 1992
ISDA Master Agreement (Multicurrency-Cross Border) dated as of
December 14, 2006 (together with the schedule thereto, the Master
Agreement) between the Swap Provider and the Securities
Administrator on behalf of the Supplemental Interest Trust, an ISDA
Credit Support Annex (Bilateral Form-New York Law) as of the same
date, which supplements, forms part of, and is subject to the
Master Agreement, and a confirmation of the same date, which
supplements and forms part of the Master Agreement.
“Swap Business Days”:
Any day other than a Saturday, a Sunday or a day on which
banking or savings and loan institutions in the City of New York
are authorized or obligated by law or executive order to be
closed.
“Swap Default”: An Event of
Default under the Interest Rate Swap Agreement.
“Swap Early Termination”: The
occurrence of an Early Termination Date under the Swap
Agreement.
“Swap LIBOR”: A per annum
rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement determined by taking into account the day count
convention used to determine the amount of the payment required by
the Swap Provider and expressing such rate as so determined on a
30/360 basis.
“Swap Payment Date”: Two Swap
Business Days prior to the Distribution Date.
“Swap Provider”: JPMorgan
Chase Bank, National Association.
“Swap Provider Trigger
Event”: A Swap Termination Payment that is triggered upon:
(i) an Event of Default under the Swap Agreement with respect to
which the Swap Provider is a Defaulting Party (as defined in the
Swap Agreement), (ii) a Termination Event under the Swap Agreement
with respect to which the Swap Provider is the sole Affected Party
(as defined in the Swap Agreement) or (iii) an Additional
Termination Event under the Swap Agreement with respect to which
the Swap Provider is the sole Affected Party.
“Swap Termination Payment”:
The amount, if any, owed by the Supplemental Interest Trust or the
Swap Provider upon a Swap Early Termination.
“Tax Returns”: Each federal
income tax return on Internal Revenue Service Form 1066, U.S. Real
Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of the Trust Fund due to its
classification as multiple REMICs under the REMIC Provisions,
together with any and all other information reports or returns that
may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or
local tax laws.
“Telerate Page 3750”: The
display designated as page “3750” on the Moneyline
Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London
interbank offered rates of major banks).
“Termination Event”: Under
the Swap Agreement, the following standard events under the ISDA
Master Agreement:
·
“Illegality” (which generally
relates to changes in law causing it to become unlawful for either
party to perform its obligations under the Swap
Agreement),
·
“Tax Event” (which generally
relates to either party to the Swap Agreement receiving a payment
under the Swap Agreement from which an amount has been deducted or
withheld for or on account of taxes) and
·
“Tax Event Upon Merger”
(solely with respect to the Swap Provider as merging party) (which
generally relates to the Swap Provider’s receiving a payment
under the Swap Agreement from which an amount has been deducted or
withheld for or on account of taxes resulting from a
merger),
as described in Sections 5(b)(i),
5(b)(ii) and 5(b)(iii) of the ISDA Master Agreement.
“Termination Price”: As
defined in Section 9.01 herein.
“Transfer”: Any direct or
indirect transfer, sale, pledge, hypothecation, or other form of
assignment of any Ownership Interest in a Certificate.
“Transferee”: Any Person who
is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”: Any Person who
is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trust”: J.P. Morgan Mortgage
Acquisition Trust 2006-CH2, the trust created under this
Agreement.
“Trust Fund”: The corpus of
the trust created hereunder consisting of (i) the Mortgage Loans
and all interest and principal received on or with respect thereto
after the related Cut-off Date, other than such amounts which were
due on the Mortgage Loans on or before the related Cut-off Date,
(ii) the Collection Account, the Distribution Account and the Net
WAC Reserve Fund and all amounts deposited therein pursuant to the
applicable provisions of this Agreement (including, without
limitation, amounts received from the Seller on the Closing Date
which shall be deposited by the Securities Administrator in the
Distribution Account pursuant to Section 2.01), (iii) the
Depositor’s rights under each Mortgage Loan Purchase
Agreement and the Assignment and Assumption Agreement, (iv) the
Trust’s rights under the Swap Agreement, (v) property that
secured a Mortgage Loan and has been acquired by foreclosure,
deed-in-lieu of foreclosure or otherwise and (vi) all present and
future claims, demands, causes and choses in action in respect of
the foregoing, (vii) all other property of the Trust from time to
time, and (viii) all additions to, distributions on and proceeds of
the foregoing of every kind and nature whatsoever, including all
proceeds of the conversion, voluntary or involuntary, of any of the
foregoing.
“Trustee”: U.S. Bank National
Association, a national banking association, not in its individual
capacity, but solely in its capacity as Trustee for the benefit of
the Certificateholders under this Agreement, or its successor in
interest, or any successor trustee appointed as herein
provided.
“Trust Oversight Management
Agreement”: The trust oversight management agreement
dated December 14, 2006 among the Servicer, the Depositor and the
Trust Oversight Manager.
“Trust Oversight Manager”:
Pentalpha Surveillance LLC, A Delaware limited liability
company, and its successors and assigns.
“Trust Oversight Manager
Certification”: As defined in Section 8.20.
“Trust Oversight Manager
Fee”: With respect to any Distribution Date and each
Mortgage Loan, an amount equal to the product of (a) one twelfth,
(b) the Trust Oversight Manager Fee Rate and (c) the Stated
Principal Balance of such Mortgage Loan as of the first day of the
related Due Period, provided, however, such amount shall not be
less than $1,250.00 per month.
“Trust Oversight Manager Fee
Rate”: 0.015% per annum.
“Uncertificated Interest”: As
defined in the Preliminary Statement.
“Underwriter”: J.P. Morgan
Securities Inc.
“Underwriter’s
Exemption”: Prohibited Transaction Exemption 2002-19, or any
substantially similar administrative exemption granted by the U.S.
Department of Labor.
“Uninsured Cause”: Any cause
of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to
Section 3.14.
“United States Person”: A
“United States person” within the meaning set forth in
Section 7701(a)(30) of the Code.
“Unpaid Interest Shortfall
Amount”: For (i) the first Distribution Date and with respect
to the Group 1 and Group 2 Certificates, zero, and (ii) for such
Class of Certificates and any Distribution Date after the first
Distribution Date, the amount, if any, by which (a) the sum of (1)
the Monthly Interest Distributable Amount for such Class of
Certificates for the immediately preceding Distribution Date and
(2) the outstanding Unpaid Interest Shortfall Amount, if any, for
such Class of Certificates for such preceding Distribution Date
exceeds (b) the aggregate amount distributed on such Class of
Certificates in respect of interest on such preceding Distribution
Date, plus interest on the amount of interest due but not paid on
the Class of Certificates on such preceding Distribution Date, to
the extent permitted by law, at the Pass-Through Rate on such
Distribution Date for such Class of Certificates for the related
Interest Accrual Period.
“Value”: With respect to any
Mortgaged Property, the lesser of (i) the value thereof as
determined by a Qualified Appraiser at the time of origination of
the Mortgage Loan, and (ii) the purchase price paid for the
related Mortgage Property by the Mortgagor with the proceeds of the
Mortgage Loan; provided, however, that in the case of a Refinanced
Mortgage Loan made more than twelve months after the related
Mortgage Property was purchased by the related Mortgagor, such
value of the Mortgaged Property is based solely upon the value
determined by an appraisal made for the originator of such
Refinanced Mortgage Loan at the time of origination of such
Refinanced Mortgage Loan by a Qualified Appraiser.
“Voting Rights”: The portion
of the voting rights of all of the Certificates that is allocated
to any Certificate. With respect to any date of
determination, 97% of all voting rights will be allocated among all
Holders of the Offered Certificates and Class MV-10 Certificates in
proportion to their then outstanding Class Principal Amounts, 1% of
all voting rights will be allocated among the Holders of the
Class C Certificates; 1% of all voting rights will be
allocated among the Holders of the Class P Certificates, and 1% of
all voting rights will be allocated among Holders of the Residual
Certificates. Voting Rights allocated to a Class shall be
allocated among the Certificates of such Class in proportion to the
outstanding Percentage Interests evidenced by their respective
Certificates.
“Whole Loan Sale Date”:
September 26, 2006.
SECTION 1.02.
Allocation of Certain Interest
Shortfalls.
For purposes of calculating the amount of
the Monthly Interest Distributable Amount for the Class AV, Class
AF and Mezzanine Certificates for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the
extent not covered by payments by the Servicer pursuant to Section
3.24) and any Relief Act Interest Shortfall incurred in respect of
the Mortgage Loans for any Distribution Date shall be allocated to
the Class C Certificates in reduction of the Class C
Distribution Amount and thereafter, among the Class AF and Class MF
Certificates, with respect to the Group 1 Mortgage Loans and the
Class AV and Class MV Certificates, with respect to the Group 2
Mortgage Loans on a pro rata basis based on such Monthly
Interest Distributable Amount prior to giving effect to any such
reduction.
SECTION 1.03.
Designation of Interests in
REMIC.
The Securities Administrator shall elect
that each of REMIC I, REMIC II, and REMIC III be
treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that
preserves the validity of such REMIC elections. The assets of
REMIC I shall include the Mortgage Loans, the accounts (other
than the Group 1 Net WAC Reserve Fund, the Group 2 Net WAC Reserve
Fund, the Class AF-1a Reserve Fund and the Supplemental Interest
Account), any REO Property, and any proceeds of the foregoing.
The Supplemental Interest Trust and any assets thereof shall
not be an asset of any REMIC formed hereby. The REMIC I
Regular Interests shall constitute the assets of REMIC II.
The REMIC II Regular Interests shall constitute
the assets of REMIC III (the “Master REMIC”).
The Class R Certificate represents ownership of the sole
class of residual interest in each of the REMIC II and the
Master REMIC.
REMIC I:
The following table sets forth the
designations, principal balances, and interest rates for each
interest in REMIC I, each of which (other than the R-I
interest) is hereby designated as a regular interest in
REMIC I (the “REMIC I Regular
Interests”):
|
|
Initial Principal Balance
|
|
|
T1-Pool-1
|
(6)
|
(7)
|
|
T1-A
|
(5)
|
(1)
|
|
T1-F1
|
$
17,288,000.00
|
(2)
|
|
T1-V1
|
$
17,288,000.00
|
(3)
|
|
T1-F2
|
$
19,808,000.00
|
(2)
|
|
T1-V2
|
$
19,808,000.00
|
(3)
|
|
T1-F3
|
$
22,225,000.00
|
(2)
|
|
T1-V3
|
$
22,225,000.00
|
(3)
|
|
T1-F4
|
$
24,526,500.00
|
(2)
|
|
T1-V4
|
$
24,526,500.00
|
(3)
|
|
T1-F5
|
$
18,490,500.00
|
(2)
|
|
T1-V5
|
$
18,490,500.00
|
(3)
|
|
T1-F6
|
$
28,322,500.00
|
(2)
|
|
T1-V6
|
$
28,322,500.00
|
(3)
|
|
T1-F7
|
$
27,563,000.00
|
(2)
|
|
T1-V7
|
$
27,563,000.00
|
(3)
|
|
T1-F8
|
$
26,391,500.00
|
(2)
|
|
T1-V8
|
$
26,391,500.00
|
(3)
|
|
T1-F9
|
$
25,271,000.00
|
(2)
|
|
T1-V9
|
$
25,271,000.00
|
(3)
|
|
T1-F10
|
$
24,198,000.00
|
(2)
|
|
T1-V10
|
$
24,198,000.00
|
(3)
|
|
T1-F11
|
$
23,170,500.00
|
(2)
|
|
T1-V11
|
$
23,170,500.00
|
(3)
|
|
T1-F12
|
$
22,188,000.00
|
(2)
|
|
T1-V12
|
$
22,188,000.00
|
(3)
|
|
T1-F13
|
$
21,248,000.00
|
(2)
|
|
T1-V13
|
$
21,248,000.00
|
(3)
|
|
T1-F14
|
$
22,016,500.00
|
(2)
|
|
T1-V14
|
$
22,016,500.00
|
(3)
|
|
T1-F15
|
$
20,115,000.00
|
(2)
|
|
T1-V15
|
$
20,115,000.00
|
(3)
|
|
T1-F16
|
$
18,770,000.00
|
(2)
|
|
T1-V16
|
$
18,770,000.00
|
(3)
|
|
T1-F17
|
$
24,328,000.00
|
(2)
|
|
T1-V17
|
$
24,328,000.00
|
(3)
|
|
T1-F18
|
$
162,525,000.00
|
(2)
|
|
T1-V18
|
$
162,525,000.00
|
(3)
|
|
T1-F19
|
$
51,618,000.00
|
(2)
|
|
T1-V19
|
$
51,618,000.00
|
(3)
|
|
T1-F20
|
$
17,056,000.00
|
(2)
|
|
T1-V20
|
$
17,056,000.00
|
(3)
|
|
T1-F21
|
$
14,944,000.00
|
(2)
|
|
T1-V21
|
$
14,944,000.00
|
(3)
|
|
T1-F22
|
$
8,562,500.00
|
(2)
|
|
T1-V22
|
$
8,562,500.00
|
(3)
|
|
T1-F23
|
$
6,526,500.00
|
(2)
|
|
T1-V23
|
$
6,526,500.00
|
(3)
|
|
T1-F24
|
$
6,208,500.00
|
(2)
|
|
T1-V24
|
$
6,208,500.00
|
(3)
|
|
T1-F25
|
$
5,909,000.00
|
(2)
|
|
T1-V25
|
$
5,909,000.00
|
(3)
|
|
T1-F26
|
$
5,642,500.00
|
(2)
|
|
T1-V26
|
$
5,642,500.00
|
(3)
|
|
T1-F27
|
$
5,589,000.00
|
(2)
|
|
T1-V27
|
$
5,589,000.00
|
(3)
|
|
T1-F28
|
$
5,283,500.00
|
(2)
|
|
T1-V28
|
$
5,283,500.00
|
(3)
|
|
T1-F29
|
$
4,833,500.00
|
(2)
|
|
T1-V29
|
$
4,833,500.00
|
(3)
|
|
T1-F30
|
$
28,766,500.00
|
(2)
|
|
T1-V30
|
$
28,766,500.00
|
(3)
|
|
T1-F31
|
$
6,855,500.00
|
(2)
|
|
T1-V31
|
$
6,855,500.00
|
(3)
|
|
T1-F32
|
$
1,814,500.00
|
(2)
|
|
T1-V32
|
$
1,814,500.00
|
(3)
|
|
T1-F33
|
$
1,151,000.00
|
(2)
|
|
T1-V33
|
$
1,151,000.00
|
(3)
|
|
T1-F34
|
$
296,500.00
|
(2)
|
|
T1-V34
|
$
296,500.00
|
(3)
|
|
T1-F35
|
$
308,000.00
|
(2)
|
|
T1-V35
|
$
308,000.00
|
(3)
|
|
T1-F36
|
$
1,698,000.00
|
(2)
|
|
T1-V36
|
$
1,698,000.00
|
(3)
|
|
T1-F37
|
$
87,500.00
|
(2)
|
|
T1-V37
|
$
87,500.00
|
(3)
|
|
T1-F38
|
$
1,556,000.00
|
(2)
|
|
T1-V38
|
$
1,556,000.00
|
(3)
|
|
T1-F39
|
$
749,000.00
|
(2)
|
|
T1-V39
|
$
749,000.00
|
(3)
|
|
T1-F40
|
$
841,000.00
|
(2)
|
|
T1-V40
|
$
841,000.00
|
(3)
|
|
T1-F41
|
$
1,539,000.00
|
(2)
|
|
T1-V41
|
$
1,539,000.00
|
(3)
|
|
T1-F42
|
$
1,621,000.00
|
(2)
|
|
T1-V42
|
$
1,621,000.00
|
(3)
|
|
T1-F43
|
$
1,619,000.00
|
(2)
|
|
T1-V43
|
$
1,619,000.00
|
(3)
|
|
T1-F44
|
$
1,563,500.00
|
(2)
|
|
T1-V44
|
$
1,563,500.00
|
(3)
|
|
T1-F45
|
$
1,510,500.00
|
(2)
|
|
T1-V45
|
$
1,510,500.00
|
(3)
|
|
T1-F46
|
$
1,460,000.00
|
(2)
|
|
T1-V46
|
$
1,460,000.00
|
(3)
|
|
T1-F47
|
$
1,410,000.00
|
(2)
|
|
T1-V47
|
$
1,410,000.00
|
(3)
|
|
T1-F48
|
$
1,363,000.00
|
(2)
|
|
T1-V48
|
$
1,363,000.00
|
(3)
|
|
T1-F49
|
$
1,317,500.00
|
(2)
|
|
T1-V49
|
$
1,317,500.00
|
(3)
|
|
T1-F50
|
$
1,273,000.00
|
(2)
|
|
T1-V50
|
$
1,273,000.00
|
(3)
|
|
T1-F51
|
$
1,231,000.00
|
(2)
|
|
T1-V51
|
$
1,231,000.00
|
(3)
|
|
T1-F52
|
$
1,190,000.00
|
(2)
|
|
T1-V52
|
$
1,190,000.00
|
(3)
|
|
T1-F53
|
$
32,158,000.00
|
(2)
|
|
T1-V53
|
$
32,158,000.00
|
(3)
|
|
R-I
|
(4)
|
(4)
|
___________________________
(1)
For any Distribution
Date (and the related Interest Accrual Period), the interest rate
for the Class T1-A Interest shall be the Group 2 Net WAC Rate,
determined without regard to the Swap Agreement (the “Group 2
REMIC Net WAC Rate”).
(2)
For any Distribution
Date (and the related Interest Accrual Period), the interest rate
for each of these interests shall be the lesser of (i) the REMIC
Swap Rate for such Distribution Date, and (ii) the product of (a)
the Group 2 REMIC Net WAC Rate and (b) 2.
(3)
For any Distribution
Date (and the related Interest Accrual Period), the interest rate
for each of these interests shall be the excess, if any, of (i) the
product of (a) the Group 2 REMIC Net WAC Rate and (b) 2, over (ii)
the REMIC Swap Rate for such Distribution Date.
(4)
The Class R-I interest
shall not have a principal amount and shall not bear interest.
The Class R-I interest is hereby designated as the sole class
of residual interest in REMIC I.
(5)
This interest shall have
an initial principal balance equal to the excess of the aggregate
Stated Principal Balance of the Group 2 Mortgage Loans as of the
Cut-off Date over the aggregate initial principal balance of each
other interest in REMIC I (other than the T1-Pool-1
Interest).
(6)
For any Distribution
Date (and the related Interest Accrual Period), the interest rate
for the Class T1-Pool-1 Interest shall be the Group 1 Net WAC
Rate.
(7)
This interest shall have
an initial principal balance equal to the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the Cut-off
Date.
On each Distribution Date, the Securities
Administrator shall first pay or charge as an expense of
REMIC I all expenses of the Trust Fund for such
Distribution Date, other than any Net Swap Payment or Swap
Termination Payment required to be made from the Trust
Fund.
On each Distribution Date, the Securities
Administrator shall distribute the Group 1 Interest Remittance
Amount (net of expenses described in the preceding paragraph) to
the Class T1-Pool-1 Interest based on the above-described interest
rate. On each Distribution Date, the Securities Administrator
shall distribute the Group 2 Interest Remittance Amount (net of
expenses described in the preceding paragraph) with respect to each
of the REMIC I Regular Interests (other than the Class
T1-Pool-1 Interest) based on the above-described interest
rates.
On each Distribution Date, the Securities
Administrator shall distribute the sum of the Group 2-A Principal
Remittance Amount and the Group 2-B Principal Remittance Amount to
the Class T1-Pool-1 Interest until its principal balance is reduced
to zero. All losses on the Group 1 Mortgage Loans shall be
allocated to the Class T1-Pool-1 Interest.
On each Distribution Date, the Securities
Administrator shall distribute the Group 2 Principal Remittance
Amount with respect to the REMIC I Regular Interests (other
than the Class T1-Pool-1 Interest), first to the Class T1-A
Interest until its principal balance is reduced to zero, and then
sequentially, to the other REMIC I Regular Interests (other
than the Class T1-Pool-1 Interest) in ascending order of their
numerical class designation, and, with respect to each pair of
classes having the same numerical designation, in equal amounts to
each such class, until the principal balance of each such class is
reduced to zero. All losses on the Group 2 Mortgage Loans
shall be allocated among the REMIC I Regular Interests (other
than the Class T1-Pool-1 Interest) in the same manner that
principal distributions are allocated.
On each Distribution Date, the Securities
Administrator shall distribute an amount equal to the amount then
on deposit in the Distribution Account that represents Prepayment
Premiums in respect of the Group 1 Mortgage Loans to the Class
T1-Pool-1 Interest.
On each Distribution Date, the Securities
Administrator shall distribute an amount equal to the amount then
on deposit in the Distribution Account that represents Prepayment
Premiums in respect of the Group 2 Mortgage Loans to the Class
T1-F53 Interest.
REMIC II:
The following table sets forth the
designations, principal balances, and interest rates for each
interest in REMIC II, each of which (other than the R-II interest)
is hereby designated as a regular interest in REMIC II (the
“REMIC II Regular Interests”):
REMIC II
Class Designation
|
|
Initial Class
Principal Amount
|
Corresponding Class of
Certificate(s)
|
|
T2-AF1a
|
(1)
|
½ Corresponding Class
balance
|
AF-1a
|
|
T2-AF1b
|
(1)
|
½ Corresponding Class
balance
|
AF-1b
|
|
T2-AF2
|
(1)
|
½ Corresponding Class
balance
|
AF-2
|
|
T2-AF3
|
(1)
|
½ Corresponding Class
balance
|
AF-3
|
|
T2-AF4
|
(1)
|
½ Corresponding Class
balance
|
AF-4
|
|
T2-AF5
|
(1)
|
½ Corresponding Class
balance
|
AF-5
|
|
T2-AF6
|
(1)
|
½ Corresponding Class
balance
|
AF-6
|
|
T2-MF1
|
(1)
|
½ Corresponding Class
balance
|
MF-1
|
|
T2-MF2
|
(1)
|
½ Corresponding Class
balance
|
MF-2
|
|
T2-MF3
|
(1)
|
½ Corresponding Class
balance
|
MF-3
|
|
T2-MF4
|
(1)
|
½ Corresponding Class
balance
|
MF-4
|
|
T2-MF5
|
(1)
|
½ Corresponding Class
balance
|
MF-5
|
|
T2-MF6
|
(1)
|
½ Corresponding Class
balance
|
MF-6
|
|
T2-MF7
|
(1)
|
½ Corresponding Class
balance
|
MF-7
|
|
T2-MF8
|
(1)
|
½ Corresponding Class
balance
|
MF-8
|
|
T2-MF9
|
(1)
|
½ Corresponding Class
balance
|
MF-9
|
|
T2-Accrual-1
|
(1)
|
(2)
|
N/A
|
|
T2-AV1
|
(3)
|
½ Corresponding Class
balance
|
AV-1
|
|
T2-AV2
|
(3)
|
½ Corresponding Class
balance
|
AV-2
|
|
T2-AV3
|
(3)
|
½ Corresponding Class
balance
|
AV-3
|
|
T2-AV4
|
(3)
|
½ Corresponding Class
balance
|
AV-4
|
|
T2-AV5
|
(3)
|
½ Corresponding Class
balance
|
AV-5
|
|
T2-MV1
|
(3)
|
½ Corresponding Class
balance
|
MV-1
|
|
T2-MV2
|
(3)
|
½ Corresponding Class
balance
|
MV-2
|
|
T2-MV3
|
(3)
|
½ Corresponding Class
balance
|
MV-3
|
|
T2-MV4
|
(3)
|
½ Corresponding Class
balance
|
MV-4
|
|
T2-MV5
|
(3)
|
½ Corresponding Class
balance
|
MV-5
|
|
T2-MV6
|
(3)
|
½ Corresponding Class
balance
|
MV-6
|
|
T2-MV7
|
(3)
|
½ Corresponding Class
balance
|
MV-7
|
|
T2-MV8
|
(3)
|
½ Corresponding Class
balance
|
MV-8
|
|
T2-MV9
|
(3)
|
½ Corresponding Class
balance
|
MV-9
|
|
T2-MV10
|
(3)
|
½ Corresponding Class
balance
|
MV-10
|
|
T2-Accrual-2
|
(3)
|
(6)
|
N/A
|
|
T2-IO
|
(4)
|
(4)
|
N/A
|
|
R-II
|
(5)
|
(5)
|
R
|
|
|
|
|
|
___________________________
(1)
For any Distribution
Date (and the related Interest Accrual Period), the interest rate
for each of these interests is a per annum rate equal to the Group
1 Net WAC Rate.
(2)
This interest shall have
an initial principal balance equal to the aggregate principal
balance of the Group 1 Mortgage Loans as of the Cut-off Date minus
the aggregate initial principal balance of each other regular
interest in REMIC II with a Corresponding Class of Certificates
that is a Group 1 Certificate.
(3)
For any Distribution
Date (and the related Interest Accrual Period), the interest rate
for each of these interests is a per annum rate equal to the
weighted average of the interest rates on the REMIC I Regular
Interests (other than the T1-Pool-1 Interest) for such Distribution
Date, provided, however, that for any Distribution Date on
which the T2-IO Interest is entitled to a portion of the interest
accruals on a REMIC I Regular Interest having an
“F” in its class designation, as described in footnote
four below, such weighted average shall be computed by first
subjecting the rate on such REMIC I Regular Interest to a cap
equal to the product of (i) two, and (ii) Swap LIBOR for such
Distribution Date (the “Group 2 REMIC II Net WAC
Rate”).
(4)
The Class T2-IO is an
interest only class that does not have a principal balance.
For the applicable Distribution Date listed in the first
column in the table below, the Class T2-IO shall be entitled to
interest accrued on each REMIC I Regular Interest listed in
the second column in the table below at a per annum rate equal to
the excess, if any, of (i) the interest rate for each such
REMIC I Regular Interest for such Distribution Date over (ii)
the product of (a) two, and (b) Swap LIBOR for such Distribution
Date.
|
Distribution Dates
|
REMIC
I Class
Designation
|
|
1
|
Class T1-F1 through T1-F53
|
|
2
|
Class T1-F2 through T1-F53
|
|
3
|
Class T1-F3 through T1-F53
|
|
4
|
Class T1-F4 through T1-F53
|
|
5
|
