POOLING & SERVICING AGREEMENT DATED JANUARY1, 2007

Exhibit 4.1

CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,

JPMORGAN CHASE BANK, N.A.,
SERVICER,

JPMORGAN CHASE BANK, N.A.,
CUSTODIAN,

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

AND

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

POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2007

$430,278,180
Chase Mortgage Finance Trust
Multi-Class Mortgage Pass-Through Certificates
Series 2007-S1

    This Pooling and Servicing Agreement, dated as of January 1, 2007, is executed among Chase Mortgage Finance Corporation, as depositor (together with its permitted successors and assigns, the “Depositor”), JPMorgan Chase Bank, N.A. (“Chase”), as servicer (in such capacity, together with its permitted successors and assigns, the “Servicer”), JPMorgan Chase Bank, N.A., as custodian (in such capacity, together with its permitted successors and assigns, the “Custodian”), The Bank of New York Trust Company, N.A., as paying agent (in such capacity, together with its permitted successors and assigns, the “Paying Agent”) and The Bank of New York Trust Company, N.A., as trustee (in such capacity, together with its permitted successors and assigns, the “Trustee”).

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      BANKRUPTCY AMOUNT : As of any date of determination, $145,892.00 minus all Bankruptcy Losses on the Mortgage Loans, if any, previously allocated to the Certificates in accordance with Section 6.04.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      CERTIFICATE RATE: The per annum rate of interest borne by each Class of Certificates (other than the Class A-P Certificates), which shall equal 6.00% with respect to the Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-X, Class A-R, Class A-M, Class M-1, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates. In the case of the Class A-1, Class A-3 and Class A-4 Certificates, the Certificate Rate with respect to the first Distribution Date will be 5.92%, and as to any Distribution Date thereafter, the Certificate Rate on the Class A-1, Class A-3 and Class A-4 Certificates will equal the lesser of (A) 0.60% plus LIBOR and (B) 9.50%, but not less than 0.60%. In the case of the Class A-2 Certificates, the Certificate Rate with respect to the first Distribution Date will be 0.08%, and as to any Distribution Date thereafter, the Certificate Rate on the Class A-2 Certificates will equal the greater of (A) 5.40% minus LIBOR and (B) 0.00%. Interest with respect to each Class of Certificates (other than the Class A-P Certificates) shall be calculated based on a 360 day year comprised of twelve 30-day months.

      CERTIFICATE REGISTER : The register maintained pursuant to Section 4.02.

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

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

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

      CLASS : Pertaining to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-X, Class A-P, Class A-R, Class A-M, Class M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 Certificates or any Lower-Tier REMIC Interest, as the case may be.

      CLASS A CERTIFICATES : The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-R, Class A-X and Class A-P Certificates, referred to collectively.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      CLASS MT-R INTEREST : [Reserved.]

      CLOSING DATE : January 29, 2007.

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

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

      COMMISSION : The United States Securities and Exchange Commission.

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

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

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

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

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

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

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

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

      CUT-OFF DATE : January 1, 2007.

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

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

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

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

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

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

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

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

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

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

      DISTRIBUTION DATE : The 25th day of any month, or if such 25th day is not a Business Day, the first Business Day immediately following, beginning with February 26, 2007.

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

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

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

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

      ELIGIBLE INVESTMENTS : One or more of the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      FINAL SCHEDULED DISTRIBUTION DATE : The Distribution Date in February 2037.

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

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

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

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

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

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

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

      INSURED EXPENSES : Expenses covered by any insurance policy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      MIDDLE-TIER REMIC : [Reserved.]

      MIDDLE-TIER REMIC INTEREST : [Reserved.]

      MIDDLE-TIER REMIC REGULAR INTEREST : [Reserved.]

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

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

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

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

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

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

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

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

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

      MORTGAGE POOL PRINCIPAL BALANCE : As of any date of determination, the aggregate of the Principal Balances of each Outstanding Mortgage Loan on such date of determination less the principal portion of any Monthly Payment due but not paid with respect to which an Advance has not been made, initially $430,278,182.

      MORTGAGED PROPERTY : The property securing a Mortgage Note.

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

      MORTGAGOR : The obligor on a Mortgage Note.

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

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

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

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

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

      NON-PO CLASS A CERTIFICATES : The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-R and Class A-X Certificates, referred to collectively.

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

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

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

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

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

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

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

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

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

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

      NON-PO CLASS A PRINCIPAL PAYMENT RULES :

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

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

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

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

     (1) first, to the Class A-11 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balance of the Class A-11 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is 50,752,413 and the denominator of which is 68,000,000, up to the Class A-11 and Class A-12 Lockout Principal Distribution Amount;

     (2) second, to the Class A-12 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balance of the Class A-12 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is 17,247,587 and the denominator of which is 68,000,000, up to the Class A-11 and Class A-12 Lockout Principal Distribution Amount;

Fourth , on or after the Distribution Date in February 2008, to the Class A-8, Class A-9, Class A-10 and Class A-13 Certificates, up to an aggregate amount equal to the lesser of (x) $2,455,000 and (y) an amount equal to 99.99% of the amount remaining pursuant to clause Third above, as follows:

     (1) first, to the Class A-8, Class A-9 and Class A-13 Certificates, pro rata, based upon the Outstanding Certificate Principal Balances of the Class A-8 and Class A-9 Certificates and, with respect to the Class A-13 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-9 Certificates multiplied by a fraction the numerator of which is 27,260,000 and the denominator of which is 55,048,766 (such amount, the “Class A-9 and Class A-13 Exchangeable Amount”) until the Outstanding Certificate Principal Balance of the Class A-8 and the Class A-9 Certificates and the Class A-9 and Class A-13 Exchangeable Amount has been reduced to zero;

     (2) second, to the Class A-10 Certificates and Class A-13 Certificates, pro rata, based upon the Outstanding Certificate Principal Balance of the Class A-10 Certificates and, with respect to the Class A-13 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-13 Certificates multiplied by a fraction the numerator of which is (i) the product of (a) 58,370,681 multiplied by (b) a fraction, the numerator of which is 27,788,766 and the denominator of which is 58,370,681 and the denominator of which is (ii) 55,048,766 (such amount, the “Class A-10 and Class A-13 Exchangeable Amount”), until the Outstanding Certificate Principal Balance of the Class A-10 Certificates and the Class A-10 and Class A-13 Exchangeable Amount has been reduced to zero;

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

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

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

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

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

     (1) first, to the Class A-11 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balances of the Class A-11 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is 50,752,413 and the denominator of which is 68,000,000 (such amount, the “Class A-11 and Class A-7 Exchangeable Amount”) until the Outstanding Certificate Principal Balance of the Class A-11 Certificates and the Class A-11 and Class A-7 Exchangeable Amount has been reduced to zero;

     (2) second, to the Class A-12 and Class A-7 Certificates, pro rata, based upon the Outstanding Certificate Principal Balances of the Class A-12 Certificates and, with respect to the Class A-7 Certificates, the amount that is equal to the product of the Outstanding Certificate Principal Balance of the Class A-7 Certificates multiplied by a fraction the numerator of which is 17,247,587 and the denominator of which is 68,000,000 (such amount, the “Class A-12 and Class A-7 Exchangeable Amount”) until the Outstanding Certificate Principal Balance of the Class A-12 Certificates and the Class A-12 and Class A-7 Exchangeable Amount has been reduced to zero; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      REGULATION AB : Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,

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

      RELEVANT MORTGAGE LOAN : The meaning specified in Section 5.01.

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

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

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

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

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

      REMITTANCE RATE : 6.00% per annum.

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

      RESERVE FUND : As defined in Section 5.29.

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

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

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

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

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

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

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

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

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

      SELLER : CHF.

      SERVICER : Chase or any successor under this Agreement.

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

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

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

      SERVICING FEE RATE : 0.2560% per annum.

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

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

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

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

      SPECIAL HAZARD AMOUNT : Initially, $5,834,847.50. As of the first anniversary of the Cut-off Date, the Special Hazard Amount shall be reduced, but not increased, to the lesser of (i) the initial Special Hazard Amount less the sum of all amounts allocated to the Subordinated Certificates in respect of Special Hazard Losses on the Mortgage Loans during such year or (ii) the Adjustment Amount for such anniversary. As of each subsequent anniversary of the Cut-off Date, the Special Hazard Amount shall be reduced, but not increased, to the lesser of (i) the Special Hazard Amount on the immediately preceding anniversary of the Cut-off Date less the sum of all amounts allocated to the Subordinated Certificates in respect of Special Hazard Losses on the Mortgage Loans during such year and (ii) the Adjustment Amount for such anniversary. The “Adjustment Amount” with respect to each anniversary of the Cut-off Date will be equal to 1.00% multiplied by the aggregate outstanding Principal Balance of the Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

      SUBSTITUTE EXCESS INTEREST : As defined in Section 3.03.

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

      TRUST : The Trust created pursuant to this Agreement.

      TRUST AGREEMENT : The Trust Agreement dated as of January 1, 2007, entered into by and among the Depositor, the Trustee, the Servicer and the Paying Agent for the issuance of the Exchangeable Certificates and the Exchangeable Initial Certificates.

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

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

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

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

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

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

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

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

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

[END OF ARTICLE I]

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; TRUST FUND

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.04 REMIC Elections.

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

Lower-Tier REMIC

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

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