EXECUTION COPY
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 February 1, 2007
$3,765,176,872
Chase Mortgage Finance Trust
Multi-Class Mortgage Pass-Through Certificates
Series 2007-A1
ARTICLE I DEFINITIONS..................................................... 1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST FUND....................... 95
Section 2.01 Conveyance of Mortgage Loans............................. 95
Section 2.02 Acceptance by Trustee.................................... 99
Section 2.03 Trust Fund; Authentication of Certificates............... 100
Section 2.04 REMIC Elections.......................................... 101
Section 2.05 Permitted Activities of Trust............................ 107
Section 2.06 Qualifying Special Purpose Entity........................ 107
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND THE
SERVICER; REPURCHASE OF MORTGAGE LOANS........................ 107
Section 3.01 Representations and Warranties of the Depositor with
respect to the Mortgage Loans............................ 107
Section 3.02 Representations and Warranties of the Servicer........... 114
Section 3.03 Option to Substitute..................................... 115
ARTICLE IV THE CERTIFICATES............................................... 116
Section 4.01 The Certificates......................................... 116
Section 4.02 Registration of Transfer and Exchange of Certificates.... 119
Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates........ 123
Section 4.04 Persons Deemed Owners.................................... 123
Section 4.05 Appointment of Paying Agent and Certificate Registrar;
Certificate Account...................................... 124
Section 4.06 Authenticating Agents.................................... 124
ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.................. 125
Section 5.01 Servicer to Service Mortgage Loans....................... 125
Section 5.02 Sub-Servicing Agreements Between Servicer and Sub-
Servicers; Enforcement of Sub-Servicer's Obligations..... 126
Section 5.03 Successor Sub-Servicers.................................. 126
Section 5.04 Liability of the Servicer................................ 127
Section 5.05 No Contractual Relationship Between Sub-Servicer and
Trustee or Certificateholders............................ 127
Section 5.06 Termination of Sub-Servicing Agreement................... 127
Section 5.07 Collection of Mortgage Loan Payments..................... 127
Section 5.08 Establishment of Collection Account; Deposit in
Collection Account....................................... 127
Section 5.09 Permitted Withdrawals from the Collection Account........ 129
Section 5.10 Establishment of Escrow Account; Deposits in Escrow
Account.................................................. 129
Section 5.11 Permitted Withdrawals from Escrow Account................ 130
Section 5.12 Payment of Taxes, Insurance and Other Charges............ 130
Section 5.13 Transfer of Accounts..................................... 130
Section 5.14 [Reserved]............................................... 130
Section 5.15 Maintenance of the Primary Insurance Policies............ 130
Section 5.16 Maintenance of Standard Hazard Policies.................. 130
Section 5.17 [Reserved]............................................... 131
Section 5.18 [Reserved]............................................... 70
Section 5.19 Fidelity Bond and Errors and Omissions Insurance......... 132
Section 5.20 Collections under Insurance Policies; Enforcement of
Due-On-Sale Clauses; Assumption Agreements............... 133
Section 5.21 Income and Realization from Defaulted Mortgage Loans..... 133
Section 5.22 Trustee to Cooperate; Release of Mortgage Files.......... 134
Section 5.23 Servicing and Other Compensation......................... 136
Section 5.24 1934 Act Reports......................................... 136
Section 5.25 Annual Statement as to Compliance........................ 138
Section 5.26 Assessment of Compliance and Independent Public
Accountants' Attestation; Financial Statements........... 138
Section 5.27 Access to Certain Documentation; Rights of the Depositor
in Respect of the Servicer............................... 140
Section 5.28 REMIC-Related Covenants.................................. 140
[Reserved]............................................... 79
ARTICLE VI PAYMENTS TO THE CERTIFICATEHOLDERS............................. 142
Section 6.01 Distributions to Pool I Certificates..................... 142
Section 6.01A Distributions to Pool II Certificates.................... 157
Section 6.02 Statements to the Certificateholders..................... 165
Section 6.03 Advances by the Servicer................................. 168
Section 6.04 Allocation of Realized Losses with Respect to Pool I..... 168
Section 6.04A Allocation of Realized Losses with Respect to Pool II.... 170
Section 6.05 Pool I Compensating Interest; Allocation of Certain
Interest Shortfalls with Respect to Mortgage Pool I...... 171
Section 6.05A Pool II Compensating Interest; Allocation of Certain
Interest Shortfalls with Respect to Pool II.............. 173
Section 6.06 Subordination............................................ 174
Section 6.07 [Reserved]............................................... 175
ARTICLE VII REPORTS TO BE PREPARED BY THE SERVICER........................ 175
ii
Section 7.01 Servicer Shall Provide Information as Reasonably
Required................................................. 175
Section 7.02 Federal Information Returns and Reports to
Certificateholders....................................... 175
ARTICLE VIII THE DEPOSITOR AND THE SERVICER............................... 176
Section 8.01 Indemnification; Third Party Claims...................... 176
Section 8.02 Merger or Consolidation of the Depositor or the
Servicer................................................. 177
Section 8.03 Limitation on Liability of the Depositor, the Servicer,
the Trustee and Others................................... 177
Section 8.04 Depositor and Servicer Not to Resign..................... 178
Section 8.05 Successor to the Servicer................................ 178
Section 8.06 Maintenance of Ratings................................... 179
ARTICLE IX DEFAULT........................................................ 179
Section 9.01 Events of Default........................................ 179
Section 9.02 Waiver of Defaults....................................... 181
Section 9.03 Trustee to Act; Appointment of Successor................. 181
Section 9.04 Notification to Certificateholders and the Rating
Agencies................................................. 181
ARTICLE X CONCERNING THE TRUSTEE.......................................... 181
Section 10.01 Duties of Trustee........................................ 181
Section 10.02 Certain Matters Affecting the Trustee.................... 182
Section 10.03 Trustee Not Liable for Certificates or Mortgage Loans.... 183
Section 10.04 Trustee May Own Certificates............................. 183
Section 10.05 Fees and Expenses........................................ 183
Section 10.06 Eligibility Requirements for Trustee..................... 183
Section 10.07 Resignation and Removal of the Trustee................... 184
Section 10.08 Successor Trustee........................................ 184
Section 10.09 Merger or Consolidation of Trustee....................... 185
Section 10.10 Appointment of Co-Trustee or Separate Trustee............ 185
Section 10.11 Appointment of Office or Agency.......................... 186
Section 10.12 Indemnification.......................................... 186
ARTICLE XI TERMINATION.................................................... 186
Section 11.01 Termination.............................................. 187
ARTICLE XII MISCELLANEOUS PROVISIONS...................................... 188
Section 12.01 Severability of Provisions............................... 188
Section 12.02 Limitation on Rights of Certificateholders............... 188
Section 12.03 Amendment................................................ 189
Section 12.04 Counterparts............................................. 190
iii
Section 12.05 Duration of Agreement.................................... 190
Section 12.06 Governing Law............................................ 190
Section 12.07 Notices.................................................. 190
Section 12.08 Further Assurances....................................... 190
iv
EXHIBIT A MORTGAGE LOAN SCHEDULES
EXHIBIT A-1 MORTGAGE GROUP ONE MORTGAGE LOAN SCHEDULE
EXHIBIT A-2 MORTGAGE GROUP TWO MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF MORTGAGE FILE
EXHIBIT C FORM OF CLASS A CERTIFICATE
EXHIBIT D FORM OF CLASS M CERTIFICATE
EXHIBIT E FORM OF CLASS B CERTIFICATE
EXHIBIT F FORM OF CLASS A-R CERTIFICATE
EXHIBIT G FORM OF TRUSTEE CERTIFICATION
EXHIBIT H FORM OF INVESTMENT LETTER
EXHIBIT I FORM OF RULE 144A INVESTMENT LETTER
EXHIBIT J FORM OF SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
EXHIBIT K FORM OF CLASS A-R TRANSFEREE LETTER
EXHIBIT K-1 FORM OF CLASS A-R TRANSFEROR LETTER
EXHIBIT L REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT M FORM OF TRANSFEREE ERISA REPRESENTATION LETTER
EXHIBIT N PERMITTED EXCHANGEABLE CERTIFICATE COMBINATIONS
EXHIBIT O FORM OF OFFICER'S CERTIFICATE (PAYING AGENT)
EXHIBIT P LETTER OF REPRESENTATIONS
EXHIBIT Q FORM OF TRUST AGREEMENT
EXHIBIT R SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT S FORM OF XXXXXXXX-XXXXX CERTIFICATION
EXHIBIT T FORM OF ITEM 1123 CERTIFICATION OF SERVICER
EXHIBIT U [Reserved]
EXHIBIT V [Reserved]
SCHEDULE X 1934 ACT FORM 8-K REPORTING OBLIGATIONS
SCHEDULE Y 1934 ACT FORM 10-D REPORTING OBLIGATIONS
SCHEDULE Z 1934 ACT FORM 10-K REPORTING OBLIGATIONS
v
This Pooling and Servicing Agreement, dated as of February 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 000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000; 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 000 Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxx 00000.
AGREEMENT: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Z-1
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).
BANKRUPTCY CODE: Title 11 of the United States Code, as the same may be
amended from time to time.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Realized Loss
resulting from a Deficient Valuation or Debt Service Reduction.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any Book-Entry
Certificate through a Participant or an Indirect Participant or a Person holding
a beneficial interest in any Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates (other than the Class A-R
Certificates), Class M Certificates, Class I-B1 Certificates, Class II-B1
Certificates, Class I-B2 Certificates and Class II-B2 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.
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
2
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 GROUP: Each of (i) the Class 1-A Certificates, collectively,
(ii) the Class 2-A Certificates, collectively, (iii) the Class 3-A Certificates,
collectively, (iv) the Class 4-A Certificates, collectively, (v) the Class 5-A
Certificates, collectively, (vi) the Class 6-A Certificates, collectively, (vii)
the Class 7-A Certificates, collectively, (viii) the Class 8-A Certificates,
collectively, (ix) the Class 9-A Certificates, collectively, (x) the Class 10-A
Certificates, collectively, (xi) the Class 11-A Certificates, collectively,
(xii) the Class 12-A Certificates, collectively and (xiii) the Class 13-A
Certificates, collectively.
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, which (i) in the case of the Class 1-A Certificates, will equal
Group 1 Net WAC, (ii) in the case of the Class 2-A Certificates, will equal
Group 2 Net WAC, (iii) in the case of the Class 3-A Certificates, will equal
Group 3 Net WAC, (iv) in the case of the Class 4-A Certificates, will equal
Group 4 Net WAC, (v) in the case of the Class 5-A Certificates, will equal Group
5 Net WAC, (vi) in the case of the Class 6-A Certificates, will equal Group 6
Net WAC, (vii) in the case of the Class 7-A Certificates, will equal Group 7 Net
WAC, (viii) in the case of the Class 8-A Certificates, will equal Group 8 Net
WAC, (ix) in the case of the Class 9-A Certificates, will equal Group 9 Net WAC,
(x) in the case of the Class 10-A Certificates, will equal Group 10 Net WAC,
(xi) in the case of the Class 11-A1, Class 11-A2, Class 11-A3, Class 11-A4,
Class 11-A5, Class 11-A6, Class 11-A7 and Class 11-A8 Certificates, will equal
Group 11 Net WAC, (xii) in the case of the Class 12-A1, Class 12-A2, Class 12-A3
and Class 12-A4 Certificates, will equal Group 12 Net WAC and (xiii) in the case
of the Class 13-A1, Class 13-A2 and Class 13-A3 Certificates, will equal Group
13 Net WAC. With respect to the Class 11-M1, Class 11-M5 and Class 11-M8
Certificates, the Certificate Rate will be a per annum rate equal to the greater
of (a)(i) the Group 11 Net WAC minus (ii) 0.25% and (b) zero; commencing with
the Interest Accrual Period related to the Distribution Date in March 2012, the
Certificate Rate on the Class 11-M1, Class 11-M5 and Class 11-M8 Certificates
will equal Group 11 Net WAC. With respect to the Class 11-S1, Class 11-S5, Class
11-S8, Class 12-S3 and Class 13-S2 Certificates, the Certificate Rate will be a
per annum rate equal to 0.25%; commencing with the Interest Accrual Period
related to the Distribution Date in March 2012, the Certificate Rate on the
Class 11-S1, Class 11-S5, and Class 11-S8 Certificates will be zero; commencing
with the Interest Accrual Period related to the Distribution Date in March 2014,
the Certificate Rate on the Class 12-S3 Certificates will be zero; and
commencing with the Interest Accrual Period related to the Distribution Date in
March 2017, the Certificate Rate on the Class 13-S2 Certificates will be zero.
With respect to the Class 11-L1, Class 11-L5 and Class 11-L8 Certificates, the
Certificate Rate will be a per annum rate equal to the greater of (a)(i) the
Group 11 Net WAC minus (ii) 0.50% and (b) zero; commencing with the Interest
Accrual Period related to the Distribution Date in March 2012, the Certificate
Rate on the Class 11-L1, Class 11-L5 and Class 11-L8 Certificates will equal
Group 11 Net WAC. With respect to the Class 11-F1, Class 11-F5, Class 11-F8,
Class 12-F3 and Class 13-F2 Certificates, the Certificate Rate will be a per
annum rate equal to 0.50%; commencing with the Interest Accrual Period related
to the Distribution Date in March 2012, the Certificate Rate on the Class 11-F1,
Class 11-F5, and Class 11-F8 Certificates will be zero; commencing with the
Interest Accrual Period related to the Distribution Date in March 2014, the
Certificate Rate on the Class 12-F3 Certificates will be zero; and commencing
with the Interest Accrual Period related to the Distribution Date in March 2017,
the Certificate Rate on the Class 13-F2 Certificates will be zero. With respect
to the Class 12-M3 Certificates, the Certificate Rate will be a per annum rate
equal to the greater of (a)(i) the Group 12 Net
3
WAC minus (ii) 0.25% and (b) zero; commencing with the Interest Accrual Period
related to the Distribution Date in March 2014, the Certificate Rate on the
Class 12-M3 Certificates will equal Group 12 Net WAC. With respect to the Class
13-M2 Certificates, the Certificate Rate will be a per annum rate equal to the
greater of (a)(i) the Group 13 Net WAC minus (ii) 0.25% and (b) zero; commencing
with the Interest Accrual Period related to the Distribution Date in March 2017,
the Certificate Rate on the Class 13-M2 Certificates will equal Group 13 Net
WAC. With respect to the Class 12-L3 Certificates, the Certificate Rate will be
a per annum rate equal to the greater of (a)(i) the Group 12 Net WAC minus (ii)
0.50% and (b) zero; commencing with the Interest Accrual Period related to the
Distribution Date in March 2014, the Certificate Rate on the Class 12-L3
Certificates will equal Group 12 Net WAC. With respect to the Class 13-L2
Certificates, the Certificate Rate will be a per annum rate equal to the greater
of (a)(i) the Group 13 Net WAC minus (ii) 0.50% and (b) zero; commencing with
the Interest Accrual Period related to the Distribution Date in March 2017, the
Certificate Rate on the Class 13-L2 Certificates will equal Group 13 Net WAC. On
any Distribution Date, the Certificate Rate on each class of Pool I Subordinated
Certificates will equal the fraction, expressed as a percentage, (I) the
numerator of which will equal the sum of (i) the product of (x) Group 1 Net WAC
and (y) the excess of the aggregate Scheduled Principal Balance of the Group 1
Mortgage Loans over the aggregate outstanding principal balance of the Class 1-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date), (ii) the product of (x) Group 2 Net WAC and (y) the excess
of the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans over
the aggregate outstanding principal balance of the Class 2-A Certificates (prior
to giving effect to distributions to be made on such Distribution Date), (iii)
the product of (x) Group 3 Net WAC and (y) the excess of the aggregate Scheduled
Principal Balance of the Group 3 Mortgage Loans over the aggregate outstanding
principal balance of the Class 3-A Certificates (prior to giving effect to
distributions to be made on such Distribution Date), (iv) the product of (x)
Group 4 Net WAC and (y) the excess of the aggregate Scheduled Principal Balance
of the Group 4 Mortgage Loans over the aggregate outstanding principal balance
of the Class 4-A Certificates (prior to giving effect to distributions to be
made on such Distribution Date), (v) the product of (x) Group 5 Net WAC and (y)
the excess of the aggregate Scheduled Principal Balance of the Group 5 Mortgage
Loans over the aggregate outstanding principal balance of the Class 5-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date), (vi) the product of (x) Group 6 Net WAC and (y) the excess
of the aggregate Scheduled Principal Balance of the Group 6 Mortgage Loans over
the aggregate outstanding principal balance of the Class 6-A Certificates (prior
to giving effect to distributions to be made on such Distribution Date), (vii)
the product of (x) Group 7 Net WAC and (y) the excess of the aggregate Scheduled
Principal Balance of the Group 7 Mortgage Loans over the aggregate outstanding
principal balance of the Class 7-A Certificates (prior to giving effect to
distributions to be made on such Distribution Date), (viii) the product of (x)
Group 8 Net WAC and (y) the excess of the aggregate Scheduled Principal Balance
of the Group 8 Mortgage Loans over the aggregate outstanding principal balance
of the Class 8-A Certificates (prior to giving effect to distributions to be
made on such Distribution Date), (ix) the product of (x) Group 9 Net WAC and (y)
the excess of the aggregate Scheduled Principal Balance of the Group 9 Mortgage
Loans over the aggregate outstanding principal balance of the Class 9-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date) and (x) the product of (x) Group 10 Net WAC and (y) the
excess of the aggregate Scheduled Principal Balance of the Group 10 Mortgage
Loans over the aggregate outstanding principal balance of the Class 10-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date) and (II) the denominator of which will equal the sum of the
Group 1 Subordinated Amount, the Group 2 Subordinated Amount, the Group 3
Subordinated Amount, the Group 4 Subordinated Amount, the Group 5 Subordinated
Amount, the Group 6 Subordinated Amount, the Group 7 Subordinated Amount, the
Group 8 Subordinated Amount, the Group 9 Subordinated Amount and the Group 10
Subordinated Amount. The initial Certificate Rate with respect to each class of
Pool I Subordinated Certificates will be approximately 4.420%. For federal
income tax purposes, the Certificate Rate on each Class of Pool I Subordinated
Certificates can be expressed as a per annum rate equal to the
4
weighted average of the interest rates on the Lower-Tier I REMIC Regular
Interests ending with the designation "A" weighted on the basis of their
principal amounts immediately prior to such Distribution Date. On any
Distribution Date, the Certificate Rate on each class of Pool II Subordinated
Certificates will equal the fraction, expressed as a percentage, (I) the
numerator of which will equal the sum of (i) the product of (x) Group 11 Net WAC
and (y) the excess of the aggregate Scheduled Principal Balance of the Group 11
Mortgage Loans over the aggregate outstanding principal balance of the Class
11-A Certificates (prior to giving effect to distributions to be made on such
Distribution Date), (ii) the product of (x) Group 12 Net WAC and (y) the excess
of the aggregate Scheduled Principal Balance of the Group 12 Mortgage Loans over
the aggregate outstanding principal balance of the Class 12-A Certificates
(prior to giving effect to distributions to be made on such Distribution Date)
and (iii) the product of (x) Group 13 Net WAC and (y) the excess of the
aggregate Scheduled Principal Balance of the Group 13 Mortgage Loans over the
aggregate outstanding principal balance of the Class 13-A Certificates (prior to
giving effect to distributions to be made on such Distribution Date) and (II)
the denominator of which will equal the sum of the Group 11 Subordinated Amount,
the Group 12 Subordinated Amount and the Group 13 Subordinated Amount. The
initial Certificate Rate with respect to each class of Pool II Subordinated
Certificates will be approximately 5.813%. For federal income tax purposes, the
Certificate Rate on each Class of Pool II Subordinated Certificates can be
expressed as a per annum rate equal to the weighted average of the interest
rates on the Lower-Tier II REMIC Regular Interests ending with the designation
"A" weighted on the basis of their principal amounts immediately prior to such
Distribution Date. Interest with respect to each Class of Certificates 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 1-A1, Class 1-A2, Class 1-A3, Class 1-A4,
Class 1-A5, Class 1-A6, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class
3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class 6-A1,
Class 6-A2, Class 7-A1, Class 7-A2, Class 8-A1, Class 8-A2, Class 9-A1, Class
9-A2, Class 10-A1, Class 10-A2, Class 11-A1, Class 11-M1, Class 11-S1, Class
11-L1, Class 11-F1, Class 11-A2, Class 11-A3, Class 11-A4, Class 11-A5, Class
11-M5, Class 11-S5, Class 11-L5, Class 11-F5, Class 11-A6, Class 11-A7, Class
11-A8, Class 11-M8, Class 11-S8, Class 11-L8, Class 11-F8, Class 12-A1, Class
12-A2, Class 12-A3, Class 12-M3, Class 12-S3, class 12-L3, Class 12-F3, Class
12-A4, Class 13-A1, Class 13-A2, Class 13-M2, Class 13-S2, Class 13-L2, Class
13-F2, Class 13-A3, Class A-R, Class I-M, Class II-M, Class I-B1, Class II-B1,
Class I-B2, Class II-B2, Class I-B3, Class II-B3, Class I-B4, Class II-B4, Class
I-B5, Class II-B5 Certificates or any Lower-Tier I REMIC Interest or Lower-Tier
II REMIC Interest, as the case may be.
CLASS 1-A CERTIFICATES: The Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4,
Class 1-A5, Class 1-A6 and Class A-R, referred to collectively.
CLASS 1-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 1-A1 Interest Accrual Amount, the Class 1-A2
Interest Accrual Amount, the Class 1-A3 Interest Accrual Amount, the Class 1-A4
Interest Accrual Amount, the Class 1-A5 Interest Accrual
5
Amount, the Class 1-A6 Interest Accrual Amount and the Class A-R Interest
Accrual Amount.
CLASS 1-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 1-A1 Shortfall, the Class 1-A2 Shortfall, the Class 1-A3
Shortfall, the Class 1-A4 Shortfall, the Class 1-A5 Shortfall, the Class 1-A6
Shortfall and the Class A-R Shortfall.
CLASS 1-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 1-A Principal Balance and (b) the sum of:
(i) the Class 1-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 1 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 1-A Prepayment Percentage of all Principal Prepayments
made on Group 1 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 1 Mortgage Loan not described in (iv)
or (v) below, the Class 1-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 1 Mortgage Loan, 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 Group 1 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 1-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 1-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 1 Mortgage Loan repurchased 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 Class 1-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 1-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 outstanding principal balance of the
Group 1 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 1-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 1-A Principal Balance by the outstanding principal balance
of the Group 1 Mortgage Loans, but not more than 100%.
6
CLASS 1-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 1-A Percentage plus 70% of the
Class 1-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 1-A Percentage plus
60% of the Class 1-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 1-A Percentage
plus 40% of the Class 1-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 1-A Percentage
plus 20% of the Class 1-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 1-A
Percentage; provided that, if any Class 1-A Percentage as of any such
Distribution Date is greater than the Class 1-A Percentage on the first
Distribution Date, the Class 1-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 1-A Percentage equals 0%, the Class
1-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 1-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I Subordinated
Percentage of the outstanding Principal Balance of the Mortgage Loans with
respect to the related Pool I Mortgage Group as of such date and (ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage Groups do not
exceed (a) 30% of the related Pool I Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the
seventh anniversary of the first Distribution Date, (b) 35% of the related Pool
I Original Subordinated Principal Balance if such Distribution Date occurs in
the year beginning with and including the eighth anniversary of the first
Distribution Date, (c) 40% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the ninth anniversary of the first Distribution Date, (d) 45% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the tenth anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
7
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 1-A Prepayment Percentage for such Distribution Date will equal:
(i) for any Distribution Date on or prior to the February 2010 Distribution
Date, the Class 1-A Percentage plus 50% of the Class 1-A Subordinated
Percentage, or
(ii) for any Distribution Date after the February 2010 Distribution Date,
the Class 1-A Percentage.
CLASS 1-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 1-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 1-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 1-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 1-A Certificates as a result of Subsequent Recoveries; provided that
the Class 1-A Principal Balance on the first Distribution Date will be the
Original Class 1-A Principal Balance.
CLASS 1-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 1-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(A) shall be made
to the Class 1-A Certificates, as follows:
First, to the Class A-R Certificate, until the Outstanding Certificate
Principal Balance of such Class has been reduced to zero; and
Second, concurrently, as follows:
(I) 16.1139579103%, to the Class 1-A1 and Class 1-A2 Certificates, pro
rata, based upon their Outstanding Certificate Principal Balances, until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero;
(II) 83.8860420897%, concurrently, as follows:
(a) 97.0676937262%, concurrently, as follows:
(i) 47.3688689233%, to the Class 1-A3 and Class 1-A4
Certificates, pro rata, based upon their Outstanding Certificate Principal
Balances, until the Outstanding Certificate Principal Balance of each such Class
has been reduced to zero;
(ii) 52.0000000000%, to the Class 1-A5 Certificates, until the
Outstanding Certificate Principal Balance of such Class has been reduced to
zero; and
(b) 2.9323062738%, to the Class 1-A6 Certificates, until the
Outstanding Certificate Principal Balance of such Class has been reduced to
zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(A) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 1-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 1-A Percentage.
CLASS 1-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 1-A Prepayment Percentage.
8
CLASS 1-A1 CERTIFICATE: Any one of the Class 1-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 1-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 1-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 1-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 1-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 1-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 1-A1 Interest Accrual Amount over the
amount actually distributed to the Class 1-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(A).
CLASS 1-A2 CERTIFICATE: Any one of the Class 1-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 1-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 1-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 1-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 1-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 1-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 1-A2 Interest Accrual Amount over the
amount actually distributed to the Class 1-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(B).
CLASS 1-A3 CERTIFICATE: Any one of the Class 1-A3 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 1-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 1-A3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 1-A3 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 1-A3 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 1-A3 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 1-A3 Interest Accrual Amount over the
amount actually distributed to the Class 1-A3 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(C).
9
CLASS 1-A4 CERTIFICATE: Any one of the Class 1-A4 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 1-A4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 1-A4 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 1-A4 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 1-A4 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 1-A4 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A4 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 1-A4 Interest Accrual Amount over the
amount actually distributed to the Class 1-A4 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(D).
CLASS 1-A5 CERTIFICATE: Any one of the Class 1-A5 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 1-A5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 1-A5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 1-A5 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 1-A5 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 1-A5 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 1-A5 Interest Accrual Amount over the
amount actually distributed to the Class 1-A5 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(E).
CLASS 1-A6 CERTIFICATE: Any one of the Class 1-A6 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 1-A6 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 1-A6 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 1-A6 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 1-A6 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 1-A6 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 1-A6 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 1-A6 Interest Accrual Amount over the
amount actually distributed to the Class 1-A6 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(F).
10
CLASS 2-A CERTIFICATES: The Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4
Certificates, referred to collectively.
CLASS 2-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 2-A1 Interest Accrual Amount, the Class 2-A2
Interest Accrual Amount, the Class 2-A3 Interest Accrual Amount, the Class 2-A4
Interest Accrual Amount.
CLASS 2-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 2-A1 Shortfall, the Class 2-A2 Shortfall, the Class 2-A3
Shortfall and the Class 2-A4 Shortfall.
CLASS 2-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 2-A Principal Balance and (b) the sum of:
(i) the Class 2-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on the Group 2 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 2-A Prepayment Percentage of all Principal Prepayments
made on Group 2 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 2 Mortgage Loan not described in (iv)
or (v) below, the Class 2-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 2 Mortgage Loan, 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 Group 2 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 2-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 2-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 2 Mortgage Loan repurchased 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 Class 2-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 2-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 outstanding principal balance of the
Group 2 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
11
CLASS 2-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 2-A Principal Balance by the outstanding principal balance
of the Group 2 Mortgage Loans, but not more than 100%.
CLASS 2-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 2-A Percentage plus 70% of the
Class 2-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 2-A Percentage plus
60% of the Class 2-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 2-A Percentage
plus 40% of the Class 2-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 2-A Percentage
plus 20% of the Class 2-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 2-A
Percentage; provided that, if any Class 2-A Percentage as of any such
Distribution Date is greater than the Class 2-A Percentage on the first
Distribution Date, the Class 2-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 2-A Percentage equals 0%, the Class
2-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 2-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I Subordinated
Percentage of the outstanding Principal Balance of the Mortgage Loans with
respect to the related Pool I Mortgage Group as of such date and (ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage Groups do not
exceed (a) 30% of the related Pool I Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the
seventh anniversary of the first Distribution Date, (b) 35% of the related Pool
I Original Subordinated Principal Balance if such Distribution Date occurs in
the year beginning with and including the eighth anniversary of the first
Distribution Date, (c) 40% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the ninth anniversary of the first Distribution Date, (d) 45% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the tenth anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
12
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 2-A Prepayment Percentage for such Distribution Date will equal:
(i) for any Distribution Date on or prior to the February 2010 Distribution
Date, the Class 2-A Percentage plus 50% of the Class 2-A Subordinated
Percentage, or
(ii) for any Distribution Date after the February 2010 Distribution Date,
the Class 2-A Percentage.
CLASS 2-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 2-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 2-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 2-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 2-A Certificates as a result of Subsequent Recoveries; provided that
the Class 2-A Principal Balance on the first Distribution Date will be the
Original Class 2-A Principal Balance.
CLASS 2-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 2-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(B) shall be made
to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, as
follows:
Concurrently:
(I) 97.0676025159%, concurrently, as follows:
(a) 85.1382681489%, to the Class 2-A1 and Class 2-A2 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;
(b) 14.8617318511%, to the Class 2-A3 Certificates, until the
Outstanding Certificate Principal Balance of such Class has been reduced to
zero;
(II) 2.9323974841%, to the Class 2-A4 Certificates, until the Outstanding
Certificate Principal Balance of such Class has been reduced to zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(B) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 2-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 2-A Percentage.
CLASS 2-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 2-A Prepayment Percentage.
13
CLASS 2-A1 CERTIFICATE: Any one of the Class 2-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 2-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 2-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 2-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 2-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 2-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 2-A1 Interest Accrual Amount over the
amount actually distributed to the Class 2-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(G).
CLASS 2-A2 CERTIFICATE: Any one of the Class 2-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 2-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 2-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 2-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 2-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 2-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 2-A2 Interest Accrual Amount over the
amount actually distributed to the Class 2-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(H).
CLASS 2-A3 CERTIFICATE: Any one of the Class 2-A3 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 2-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 2-A3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 2-A3 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 2-A3 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 2-A3 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 2-A3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 2-A3 Interest Accrual Amount over the
amount actually distributed to the Class 2-A3 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(I).
14
CLASS 2-A4 CERTIFICATE: Any one of the Class 2-A4 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 2-A4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 2-A4 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 2-A4
Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 2-A4 Certificates on such Distribution Date pursuant to Section 6.05(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 2-A4 Certificates on such Distribution Date pursuant to Section 6.05(d).
CLASS 2-A4 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 2-A4 Interest Accrual Amount over the
amount actually distributed to the Class 2-A4 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(J).
CLASS 3-A CERTIFICATES: The Class 3-A1 and Class 3-A2 Certificates,
referred to collectively.
CLASS 3-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 3-A1 Interest Accrual Amount and the Class 3-A2
Interest Accrual Amount.
CLASS 3-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 3-A1 Shortfall and the Class 3-A2 Shortfall.
CLASS 3-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 3-A Principal Balance and (b) the sum of:
(i) the Class 3-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 3 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 3-A Prepayment Percentage of all Principal Prepayments
made on Group 3 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 3 Mortgage Loan not described in (iv)
or (v) below, the Class 3-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 3 Mortgage Loan, 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 Group 3 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 3-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 3-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
15
(v) with respect to each Group 3 Mortgage Loan repurchased 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 Class 3-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 3-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 outstanding principal balance of the
Group 3 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 3-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 3-A Principal Balance by the outstanding principal balance
of the Mortgage Loans in Group 3, but not more than 100%.
CLASS 3-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 3-A Percentage plus 70% of the
Class 3-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 3-A Percentage plus
60% of the Class 3-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 3-A Percentage
plus 40% of the Class 3-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 3-A Percentage
plus 20% of the Class 3-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 3-A
Percentage; provided that, if any Class 3-A Percentage as of any such
Distribution Date is greater than the Class 3-A Percentage on the first
Distribution Date, the Class 3-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 3-A Percentage equals 0%, the Class
3-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 3-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I Subordinated
Percentage of the outstanding Principal Balance of the Mortgage Loans with
respect to the related Pool I Mortgage Group as of such date and (ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage Groups do not
exceed (a) 30% of the related Pool I Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the
seventh anniversary of the first Distribution Date, (b) 35% of the related Pool
I Original Subordinated Principal Balance if such Distribution Date occurs in
the year beginning with and including the eighth anniversary of the first
Distribution Date, (c) 40% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the ninth anniversary of the first Distribution Date, (d) 45% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the tenth anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
16
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 3-A Prepayment Percentage for such Distribution Date will equal:
(i) for any Distribution Date on or prior to the February 2010 Distribution
Date, the Class 3-A Percentage plus 50% of the Class 3-A Subordinated
Percentage, or
(ii) for any Distribution Date after the August 2009 Distribution Date, the
Class 3-A Percentage.
CLASS 3-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 3-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 3-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 3-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 3-A Certificates as a result of Subsequent Recoveries; provided that
the Class 3-A Principal Balance on the first Distribution Date will be the
Original Class 3-A Principal Balance.
CLASS 3-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 3-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(C) shall be
made, pro rata, to the Class 3-A1 and Class 3-A2 Certificates until the
Principal Balance of each such Class has been reduced to zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(C) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 3-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 3-A Percentage.
CLASS 3-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 3-A Prepayment Percentage.
17
CLASS 3-A1 CERTIFICATE: Any one of the Class 3-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 3-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 3-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 3-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 3-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 3-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 3-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 3-A1 Interest Accrual Amount over the
amount actually distributed to the Class 3-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(K).
CLASS 3-A2 CERTIFICATE: Any one of the Class 3-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 3-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 3-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 3-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 3-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 3-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 3-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 3-A2 Interest Accrual Amount over the
amount actually distributed to the Class 3-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(L).
CLASS 4-A CERTIFICATES: The Class 4-A1 and Class 4-A2 Certificates,
referred to collectively.
CLASS 4-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 4-A1 Interest Accrual Amount and the Class 4-A2
Interest Accrual Amount.
CLASS 4-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 4-A1 Shortfall and the Class 4-A2 Shortfall.
CLASS 4-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 4-A Principal Balance and (b) the sum of:
(i) the Class 4-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 4 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 4-A Prepayment Percentage of all Principal Prepayments
made on Group 4 Mortgage Loans during the related Principal Prepayment
Period;
18
(iii) with respect to each Group 4 Mortgage Loan not described in (iv)
or (v) below, the Class 4-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 4 Mortgage Loan, 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 Group 4 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 4-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 4-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 4 Mortgage Loan repurchased 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 Class 4-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 4-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 outstanding principal balance of the
Group 4 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 4-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 4-A Principal Balance by the outstanding principal balance
of the Mortgage Loans in Group 4, but not more than 100%.
CLASS 4-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 4-A Percentage plus 70% of the
Class 4-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 4-A Percentage plus
60% of the Class 4-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 4-A Percentage
plus 40% of the Class 4-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 4-A Percentage
plus 20% of the Class 4-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 4-A
Percentage; provided that, if any Class 4-A Percentage as of any such
Distribution Date is greater than the Class 4-A Percentage on the first
Distribution Date, the Class 4-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 4-A Percentage equals 0%, the Class
4-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 4-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the
19
related Mortgaged Property has been acquired by the Trust Fund) does not equal
or exceed 50% of the related Pool I Subordinated Percentage of the outstanding
Principal Balance of the Mortgage Loans with respect to the related Pool I
Mortgage Group as of such date and (ii) cumulative Realized Losses with respect
to each of the ten Pool I Mortgage Groups do not exceed (a) 30% of the related
Pool I Original Subordinated Principal Balance if such Distribution Date occurs
in the year beginning with and including the seventh anniversary of the first
Distribution Date, (b) 35% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the eighth anniversary of the first Distribution Date, (c) 40% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the ninth anniversary of the
first Distribution Date, (d) 45% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the tenth anniversary of the first Distribution Date, and (e) 50%
of the related Pool I Original Subordinated Principal Balance if such
Distribution Date occurs in the year beginning with and including the eleventh
anniversary of the first Distribution Date or thereafter, provided,
notwithstanding the foregoing, if the following conditions are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 4-A Prepayment Percentage for such Distribution Date will equal:
(i) for any Distribution Date on or prior to the February 2010 Distribution
Date, the Class 4-A Percentage plus 50% of the Class 4-A Subordinated
Percentage, or
(ii) for any Distribution Date after the February 2010 Distribution Date,
the Class 4-A Percentage.
CLASS 4-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 4-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 4-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 4-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 4-A Certificates as a result of Subsequent Recoveries; provided
20
that the Class 4-A Principal Balance on the first Distribution Date will be the
Original Class 4-A Principal Balance.
CLASS 4-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 4-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(D) shall be
made, pro rata, to the Class 4-A1 and Class 4-A2 Certificates until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(D) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 4-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 4-A Percentage.
CLASS 4-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 4-A Prepayment Percentage.
CLASS 4-A1 CERTIFICATE: Any one of the Class 4-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 4-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 4-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 4-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 4-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 4-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 4-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 4-A1 Interest Accrual Amount over the
amount actually distributed to the Class 4-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(M).
CLASS 4-A2 CERTIFICATE: Any one of the Class 4-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 4-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 4-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 4-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 4-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 4-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
21
CLASS 4-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 4-A2 Interest Accrual Amount over the
amount actually distributed to the Class 4-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(N).
CLASS 5-A CERTIFICATES: The Class 5-A1 and Class 5-A2 Certificates,
referred to collectively.
CLASS 5-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 5-A1 Interest Accrual Amount and the Class 5-A2
Interest Accrual Amount.
CLASS 5-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 5-A1 Shortfall and the Class 5-A2 Shortfall.
CLASS 5-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 5-A Principal Balance and (b) the sum of:
(i) the Class 5-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 5 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 5-A Prepayment Percentage of all Principal Prepayments
made on Group 5 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 5 Mortgage Loan not described in (iv)
or (v)below, the Class 5-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 5 Mortgage Loan, 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 Group 5 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 5-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 5-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 5 Mortgage Loan repurchased 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 Class 5-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 5-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 outstanding principal balance of the
Group 5 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
22
CLASS 5-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 5-A Principal Balance by the outstanding principal balance
of the Mortgage Loans in Group 5, but not more than 100%.
CLASS 5-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 5-A Percentage plus 70% of the
Class 5-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 5-A Percentage plus
60% of the Class 5-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 5-A Percentage
plus 40% of the Class 5-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 5-A Percentage
plus 20% of the Class 5-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 5-A
Percentage; provided that, if any Class 5-A Percentage as of any such
Distribution Date is greater than the Class 5-A Percentage on the first
Distribution Date, the Class 5-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 5-A Percentage equals 0%, the Class
5-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 5-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I Subordinated
Percentage of the outstanding Principal Balance of the Mortgage Loans with
respect to the related Pool I Mortgage Group as of such date and (ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage Groups do not
exceed (a) 30% of the related Pool I Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the
seventh anniversary of the first Distribution Date, (b) 35% of the related Pool
I Original Subordinated Principal Balance if such Distribution Date occurs in
the year beginning with and including the eighth anniversary of the first
Distribution Date, (c) 40% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the ninth anniversary of the first Distribution Date, (d) 45% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the tenth anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
23
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%, then the Class 5-A Prepayment Percentage for such Distribution Date
will equal:
(i) for any Distribution Date on or prior to the February 2010 Distribution
Date, the Class 5-A Percentage plus 50% of the Class 5-A Subordinated
Percentage, or
(ii) for any Distribution Date after the February 2010 Distribution Date,
the Class 5-A Percentage.
CLASS 5-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 5-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 5-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 5-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 5-A Certificates as a result of Subsequent Recoveries; provided that
the Class 5-A Principal Balance on the first Distribution Date will be the
Original Class 5-A Principal Balance.
CLASS 5-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 5-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(E) shall be
made, pro rata, to the Class 5-A1 and Class 5-A2 Certificates until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(E) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 5-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 5-A Percentage.
CLASS 5-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 5-A Prepayment Percentage.
CLASS 5-A1 CERTIFICATE: Any one of the Class 5-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 5-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 5-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 5-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 5-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 5-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
24
CLASS 5-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 5-A1 Interest Accrual Amount over the
amount actually distributed to the Class 5-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(O).
CLASS 5-A2 CERTIFICATE: Any one of the Class 5-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 5-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 5-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 5-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 5-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 5-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 5-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 5-A2 Interest Accrual Amount over the
amount actually distributed to the Class 5-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(P).
CLASS 6-A CERTIFICATES: The Class 6-A1 and Class 6-A2 Certificates,
referred to collectively.
CLASS 6-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 6-A1 Interest Accrual Amount and the Class 6-A2
Interest Accrual Amount.
CLASS 6-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 6-A1 Shortfall and the Class 6-A2 Shortfall.
CLASS 6-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 6-A Principal Balance and (b) the sum of:
(i) the Class 6-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 6 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 6-A Prepayment Percentage of all Principal Prepayments
made on Group 6 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 6 Mortgage Loan not described in (iv)
or (v) below, the Class 6-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 6 Mortgage Loan, 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 Group 6 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 6-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any
25
unreimbursed Advances with respect to principal) as of the Due Date
immediately preceding the date on which such Mortgage Loan became a
Liquidated Mortgage Loan and (B) the Class 6-A Prepayment Percentage of the
Net Liquidation Proceeds with respect to such Mortgage Loan (net of any
unreimbursed Advances);
(v) with respect to each Group 6 Mortgage Loan repurchased 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 Class 6-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 6-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 outstanding principal balance of the
Group 6 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 6-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 6-A Principal Balance by the outstanding principal balance
of the Mortgage Loans in Group 6, but not more than 100%.
CLASS 6-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 6-A Percentage plus 70% of the
Class 6-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 6-A Percentage plus
60% of the Class 6-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 6-A Percentage
plus 40% of the Class 6-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 6-A Percentage
plus 20% of the Class 6-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 6-A
Percentage; provided that, if any Class 6-A Percentage as of any such
Distribution Date is greater than the Class 6-A Percentage on the first
Distribution Date, the Class 6-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 6-A Percentage equals 0%, the Class
6-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 6-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I Subordinated
Percentage of the outstanding Principal Balance of the Mortgage Loans with
respect to the related Pool I Mortgage Group as of such date and (ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage Groups do not
exceed (a) 30% of the related Pool I Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the
seventh anniversary of the first Distribution Date, (b) 35% of the related Pool
I Original Subordinated Principal Balance if such Distribution Date occurs in
the year beginning with and including the eighth anniversary of the first
Distribution Date, (c) 40% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the ninth anniversary of the first Distribution Date, (d) 45% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the tenth anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original Subordinated
Principal Balance if such
26
Distribution Date occurs in the year beginning with and including the eleventh
anniversary of the first Distribution Date or thereafter, provided,
notwithstanding the foregoing, if the following conditions are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 6-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 6-A Percentage plus 50% of the Class 6-A
Subordinated Percentage, or
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 6-A Percentage.
CLASS 6-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 6-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 6-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 6-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 6-A Certificates as a result of Subsequent Recoveries; provided that
the Class 6-A Principal Balance on the first Distribution Date will be the
Original Class 6-A Principal Balance.
CLASS 6-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 6-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(F) shall be
made, pro rata, to the Class 6-A1 and Class 6-A2 Certificates until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(F) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
27
CLASS 6-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 6-A Percentage.
CLASS 6-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 6-A Prepayment Percentage.
CLASS 6-A1 CERTIFICATE: Any one of the Class 6-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 6-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 6-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 6-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 6-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 6-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 6-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 6-A1 Interest Accrual Amount over the
amount actually distributed to the Class 6-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Q).
CLASS 6-A2 CERTIFICATE: Any one of the Class 6-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 6-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 6-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 6-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 6-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 6-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 6-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 6-A2 Interest Accrual Amount over the
amount actually distributed to the Class 6-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(R).
CLASS 7-A CERTIFICATES: The Class 7-A1 and Class 7-A2 Certificates,
referred to collectively.
CLASS 7-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 7-A1 Interest Accrual Amount and the Class 7-A2
Interest Accrual Amount.
CLASS 7-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 7-A1 Shortfall and the Class 7-A2 Shortfall.
CLASS 7-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 7-A Principal Balance and (b) the sum of:
28
(i) the Class 7-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 7 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 7-A Prepayment Percentage of all Principal Prepayments
made on Group 7 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 7 Mortgage Loan not described in (iv)
or (v) below, the Class 7-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 7 Mortgage Loan, 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 Group 7 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 7-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 7-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 7 Mortgage Loan repurchased 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 Class 7-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 7-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 outstanding principal balance of the
Group 7 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 7-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 7-A Principal Balance by the outstanding principal balance
of the Mortgage Loans in Group 7, but not more than 100%.
CLASS 7-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 7-A Percentage plus 70% of the
Class 7-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 7-A Percentage plus
60% of the Class 7-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 7-A Percentage
plus 40% of the Class 7-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 7-A Percentage
plus 20% of the Class 7-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 7-A
Percentage; provided that, if any Class 7-A Percentage as of any such
Distribution Date is greater than the Class 7-A Percentage on the first
Distribution Date,
29
the Class 7-A Prepayment Percentage shall be 100%; and provided further, that
whenever the Class 7-A Percentage equals 0%, the Class 7-A Prepayment Percentage
shall equal 0%; and provided further that no reduction of the Class 7-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, (i) the aggregate outstanding Principal
Balance of Mortgage Loans with respect to all ten Pool I Mortgage Groups, each
taken individually, delinquent 60 days or more (including for this purpose any
Pool I Mortgage Loans in foreclosure and Pool I Mortgage Loans with respect to
which the related Mortgaged Property has been acquired by the Trust Fund) does
not equal or exceed 50% of the related Pool I Subordinated Percentage of the
outstanding Principal Balance of the Mortgage Loans with respect to the related
Pool I Mortgage Group as of such date and (ii) cumulative Realized Losses with
respect to each of the ten Pool I Mortgage Groups do not exceed (a) 30% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the seventh anniversary of the
first Distribution Date, (b) 35% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eighth anniversary of the first Distribution Date, (c) 40% of
the related Pool I Original Subordinated Principal Balance if such Distribution
Date occurs in the year beginning with and including the ninth anniversary of
the first Distribution Date, (d) 45% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the tenth anniversary of the first Distribution Date, and (e) 50%
of the related Pool I Original Subordinated Principal Balance if such
Distribution Date occurs in the year beginning with and including the eleventh
anniversary of the first Distribution Date or thereafter, provided,
notwithstanding the foregoing, if the following conditions are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 7-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 7-A Percentage plus 50% of the Class 7-A
Subordinated Percentage, or
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 7-A Percentage.
30
CLASS 7-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 7-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 7-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 7-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 7-A Certificates as a result of Subsequent Recoveries; provided that
the Class 7-A Principal Balance on the first Distribution Date will be the
Original Class 7-A Principal Balance.
CLASS 7-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 7-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(G) shall be
made, pro rata, to the Class 7-A1 and Class 7-A2 Certificates until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(G) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 7-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 7-A Percentage.
CLASS 7-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 7-A Prepayment Percentage.
CLASS 7-A1 CERTIFICATE: Any one of the Class 7-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 7-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 7-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 7-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 7-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 7-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 7-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 7-A1 Interest Accrual Amount over the
amount actually distributed to the Class 7-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(S).
CLASS 7-A2 CERTIFICATE: Any one of the Class 7-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 7-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 7-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 7-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an
31
Excess Loss allocated to the Class 7-A2 Certificates on such Distribution Date
pursuant to Section 6.05(c), and (iii) any interest shortfall resulting from the
Relief Act allocated to the Class 7-A2 Certificates on such Distribution Date
pursuant to Section 6.05(d).
CLASS 7-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 7-A2 Interest Accrual Amount over the
amount actually distributed to the Class 7-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(T).
CLASS 8-A CERTIFICATES: The Class 8-A1 and Class 8-A2 Certificates,
referred to collectively.
CLASS 8-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 8-A1 Interest Accrual Amount and the Class 8-A2
Interest Accrual Amount.
CLASS 8-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 8-A1 Shortfall and the Class 8-A2 Shortfall.
CLASS 8-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 8-A Principal Balance and (b) the sum of:
(i) the Class 8-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 8 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 8-A Prepayment Percentage of all Principal Prepayments
made on Group 8 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 8 Mortgage Loan not described in (iv)
or (v) below, the Class 8-A 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, which were
received during the related Principal Prepayment Period with respect to any
Group 8 Mortgage Loan, 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 Group 8 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 8-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 8-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 8 Mortgage Loan repurchased 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 Class 8-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 8-A Principal Balance (calculated after giving effect to
reductions thereof on such Distribution Date
32
with respect to the amounts described in (i) - (v) above) over the
outstanding principal balance of the Group 8 Mortgage Loans, if any, as of
the preceding Distribution Date (giving effect to any Advances but prior to
giving effect to any Principal Prepayments received with respect to such
Mortgage Loans that have not been passed through to the
Certificateholders).
CLASS 8-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 8-A Principal Balance by the outstanding principal balance
of the Mortgage Loans in Group 8, but not more than 100%.
CLASS 8-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 8-A Percentage plus 70% of the
Class 8-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 8-A Percentage plus
60% of the Class 8-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 8-A Percentage
plus 40% of the Class 8-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 8-A Percentage
plus 20% of the Class 8-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 8-A
Percentage; provided that, if any Class 8-A Percentage as of any such
Distribution Date is greater than the Class 8-A Percentage on the first
Distribution Date, the Class 8-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 8-A Percentage equals 0%, the Class
8-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 8-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I Subordinated
Percentage of the outstanding Principal Balance of the Mortgage Loans with
respect to the related Pool I Mortgage Group as of such date and (ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage Groups do not
exceed (a) 30% of the related Pool I Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the
seventh anniversary of the first Distribution Date, (b) 35% of the related Pool
I Original Subordinated Principal Balance if such Distribution Date occurs in
the year beginning with and including the eighth anniversary of the first
Distribution Date, (c) 40% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the ninth anniversary of the first Distribution Date, (d) 45% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the tenth anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
33
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 8-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 8-A Percentage plus 50% of the Class 8-A
Subordinated Percentage, or
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 8-A Percentage.
CLASS 8-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 8-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 8-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 8-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 8-A Certificates as a result of Subsequent Recoveries; provided that
the Class 8-A Principal Balance on the first Distribution Date will be the
Original Class 8-A Principal Balance.
CLASS 8-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 8-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(H) shall be
made, pro rata, to the Class 8-A1 and Class 8-A2 Certificates until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(H) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 8-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 8-A Percentage.
CLASS 8-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 8-A Prepayment Percentage.
CLASS 8-A1 CERTIFICATE: Any one of the Class 8-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 8-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 8-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 8-A1 Certificates on such
34
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 8-A1 Certificates
on such Distribution Date pursuant to Section 6.05(c), and (iii) any interest
shortfall resulting from the Relief Act allocated to the Class 8-A1 Certificates
on such Distribution Date pursuant to Section 6.05(d).
CLASS 8-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 8-A1 Interest Accrual Amount over the
amount actually distributed to the Class 8-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(U).
CLASS 8-A2 CERTIFICATE: Any one of the Class 8-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 8-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 8-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 8-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 8-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 8-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 8-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 8-A2 Interest Accrual Amount over the
amount actually distributed to the Class 8-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(V).
CLASS 9-A CERTIFICATES: The Class 9-A1 and Class 9-A2 Certificates,
referred to collectively.
CLASS 9-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 9-A1 Interest Accrual Amount and the Class 9-A2
Interest Accrual Amount.
CLASS 9-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 9-A1 Shortfall and the Class 9-A2 Shortfall.
CLASS 9-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 9-A Principal Balance and (b) the sum of:
(i) the Class 9-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related
Due Date on Group 9 Mortgage Loans which were outstanding as of
such Due Date;
(ii) the Class 9-A Prepayment Percentage of all Principal Prepayments
made on Group 9 Mortgage Loans during the related Principal
Prepayment Period;
(iii) with respect to each Group 9 Mortgage Loan not described in (iv)
or (v) below, the Class 9-A 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, which were received during the related
Principal Prepayment Period with respect to any Group 9 Mortgage
Loan, net of related unreimbursed Servicing Advances and net of
any portion thereof which, as to any such Mortgage Loan,
35
constitutes Late Collections that have been the subject of an
Advance on any prior Distribution Date;
(iv) with respect to each Group 9 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment
Period, the lesser of (A) the Class 9-A Percentage of an amount
equal to the Principal Balance of such Mortgage Loan (net of any
unreimbursed Advances with respect to principal) as of the Due
Date immediately preceding the date on which such Mortgage Loan
became a Liquidated Mortgage Loan and (B) the Class 9-A
Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 9 Mortgage Loan repurchased 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 Class 9-A
Prepayment Percentage of the principal portion of the Purchase
Price (net of amounts with respect to which a distribution of
principal has previously been made to the applicable Class A
Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 9-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
outstanding principal balance of the Group 9 Mortgage Loans, if
any, as of the preceding Distribution Date (giving effect to any
Advances but prior to giving effect to any Principal Prepayments
received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 9-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 9-A Principal Balance by the outstanding principal balance
of the Mortgage Loans in Group 9, but not more than 100%.
CLASS 9-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 9-A Percentage plus 70% of the
Class 9-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 9-A Percentage plus
60% of the Class 9-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 9-A Percentage
plus 40% of the Class 9-A Subordinated Percentage for such Distribution Date; as
of any Distribution Date in the fourth year thereafter, the Class 9-A Percentage
plus 20% of the Class 9-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 9-A
Percentage; provided that, if any Class 9-A Percentage as of any such
Distribution Date is greater than the Class 9-A Percentage on the first
Distribution Date, the Class 9-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 9-A Percentage equals 0%, the Class
9-A Prepayment Percentage shall equal 0%; and provided further that no reduction
of the Class 9-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, (i) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to all ten Pool I
Mortgage Groups, each taken individually, delinquent 60 days or more (including
for this purpose any Pool I Mortgage Loans in foreclosure and Pool I Mortgage
Loans with respect to which the related Mortgaged Property has been acquired by
the Trust Fund) does not equal or exceed 50% of the related Pool I Subordinated
Percentage of the outstanding Principal Balance of the Mortgage Loans with
respect to the related Pool I Mortgage Group as of such date and (ii) cumulative
Realized Losses with respect to each of the ten Pool I Mortgage Groups do not
exceed (a) 30% of the related Pool I Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including
36
the seventh anniversary of the first Distribution Date, (b) 35% of the related
Pool I Original Subordinated Principal Balance if such Distribution Date occurs
in the year beginning with and including the eighth anniversary of the first
Distribution Date, (c) 40% of the related Pool I Original Subordinated Principal
Balance if such Distribution Date occurs in the year beginning with and
including the ninth anniversary of the first Distribution Date, (d) 45% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the tenth anniversary of the
first Distribution Date, and (e) 50% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 9-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 9-A Percentage plus 50% of the Class 9-A
Subordinated Percentage, or
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 9-A Percentage.
CLASS 9-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class 9-A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 9-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 9-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 9-A Certificates as a result of Subsequent Recoveries; provided that
the Class 9-A Principal Balance on the first Distribution Date will be the
Original Class 9-A Principal Balance.
CLASS 9-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 9-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(I) shall be
made, pro rata, to the Class 9-A1 and Class 9-A2 Certificates until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero.
37
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(I) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 9-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 9-A Percentage.
CLASS 9-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 9-A Prepayment Percentage.
CLASS 9-A1 CERTIFICATE: Any one of the Class 9-A1 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 9-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 9-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 9-A1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 9-A1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 9-A1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 9-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 9-A1 Interest Accrual Amount over the
amount actually distributed to the Class 9-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(W).
CLASS 9-A2 CERTIFICATE: Any one of the Class 9-A2 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 I-M and Class I-B Certificates, substantially
in the form of the Class A Certificate set forth in Exhibit C hereto.
CLASS 9-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 9-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 9-A2 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class 9-A2 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Relief Act allocated to the Class 9-A2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS 9-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 9-A2 Interest Accrual Amount over the
amount actually distributed to the Class 9-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(X).
CLASS 10-A CERTIFICATES: The Class 10-A1 and Class 10-A2 Certificates,
referred to collectively.
CLASS 10-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 10-A1 Interest Accrual Amount and the Class 10-A2
Interest Accrual Amount.
38
CLASS 10-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 10-A1 Shortfall and the Class 10-A2 Shortfall.
CLASS 10-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 10-A Principal Balance and (b) the sum of:
(i) the Class 10-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related
Due Date on Group 10 Mortgage Loans which were outstanding as of
such Due Date;
(ii) the Class 10-A Prepayment Percentage of all Principal Prepayments
made on Group 10 Mortgage Loans during the related Principal
Prepayment Period;
(iii) with respect to each Group 10 Mortgage Loan not described in
(iv) or (v) below, the Class 10-A 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, which were received
during the related Principal Prepayment Period with respect to
any Group 10 Mortgage Loan, 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 Group 10 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment
Period, the lesser of (A) the Class 10-A Percentage of an amount
equal to the Principal Balance of such Mortgage Loan (net of any
unreimbursed Advances with respect to principal) as of the Due
Date immediately preceding the date on which such Mortgage Loan
became a Liquidated Mortgage Loan and (B) the Class 10-A
Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 10 Mortgage Loan repurchased 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 Class
10-A Prepayment Percentage of the principal portion of the
Purchase Price (net of amounts with respect to which a
distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool I Credit Support Depletion Date, the excess
of the Class 10-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
outstanding principal balance of the Group 10 Mortgage Loans, if
any, as of the preceding Distribution Date (giving effect to any
Advances but prior to giving effect to any Principal Prepayments
received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 10-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 10-A Principal Balance by the outstanding principal
balance of the Mortgage Loans in Group 10, but not more than 100%.
CLASS 10-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the
39
Class 10-A Percentage plus 70% of the Class 10-A Subordinated Percentage for
such Distribution Date; as of any Distribution Date in the second year
thereafter, the Class 10-A Percentage plus 60% of the Class 10-A Subordinated
Percentage for such Distribution Date; as of any Distribution Date in the third
year thereafter, the Class 10-A Percentage plus 40% of the Class 10-A
Subordinated Percentage for such Distribution Date; as of any Distribution Date
in the fourth year thereafter, the Class 10-A Percentage plus 20% of the Class
10-A Subordinated Percentage for such Distribution Date; and as of any
Distribution Date after the fourth year thereafter, the Class 10-A Percentage;
provided that, if any Class 10-A Percentage as of any such Distribution Date is
greater than the Class 10-A Percentage on the first Distribution Date, the Class
10-A Prepayment Percentage shall be 100%; and provided further, that whenever
the Class 10-A Percentage equals 0%, the Class 10-A Prepayment Percentage shall
equal 0%; and provided further that no reduction of the Class 10-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, (i) the aggregate outstanding Principal
Balance of Mortgage Loans with respect to all ten Pool I Mortgage Groups, each
taken individually, delinquent 60 days or more (including for this purpose any
Pool I Mortgage Loans in foreclosure and Pool I Mortgage Loans with respect to
which the related Mortgaged Property has been acquired by the Trust Fund) does
not equal or exceed 50% of the related Pool I Subordinated Percentage of the
outstanding Principal Balance of the Mortgage Loans with respect to the related
Pool I Mortgage Group as of such date and (ii) cumulative Realized Losses with
respect to each of the ten Pool I Mortgage Groups do not exceed (a) 30% of the
related Pool I Original Subordinated Principal Balance if such Distribution Date
occurs in the year beginning with and including the seventh anniversary of the
first Distribution Date, (b) 35% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eighth anniversary of the first Distribution Date, (c) 40% of
the related Pool I Original Subordinated Principal Balance if such Distribution
Date occurs in the year beginning with and including the ninth anniversary of
the first Distribution Date, (d) 45% of the related Pool I Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the tenth anniversary of the first Distribution Date, and (e) 50%
of the related Pool I Original Subordinated Principal Balance if such
Distribution Date occurs in the year beginning with and including the eleventh
anniversary of the first Distribution Date or thereafter, provided,
notwithstanding the foregoing, if the following conditions are met:
(i) the Pool I Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool I
Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool I Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool I Mortgage Group do not exceed, as a percentage of the related Pool I
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool I Certificate Group)
of the Pool I Subordinated Amount for each Pool I Mortgage Group for which the
related Class I-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
40
then the Class 10-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 10-A Percentage plus 50% of the Class 10-A
Subordinated Percentage, or
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 10-A Percentage.
CLASS 10-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class
10-A Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 10-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 10-A Certificates pursuant to Section 6.04); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 10-A Certificates as a result of Subsequent Recoveries; provided that
the Class 10-A Principal Balance on the first Distribution Date will be the
Original Class 10-A Principal Balance.
CLASS 10-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool I Credit Support Depletion Date, distributions to the
Class 10-A Certificateholders pursuant to Section 6.01(I)(b)(ii)(J) shall be
made, pro rata, to the Class 10-A1 and Class 10-A2 Certificates until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero.
(B) With respect to any Distribution Date on or after the Pool I Credit
Support Depletion Date, distributions otherwise allocated to the Class I-A
Certificateholders pursuant to Section 6.01(I)(b)(ii)(J) shall be allocated to
the Class I-A Certificateholders pursuant to Section 6.01(II) and not in
accordance with the priorities set forth above.
CLASS 10-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 10-A Percentage.
CLASS 10-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 10-A Prepayment Percentage.
CLASS 10-A1 CERTIFICATE: Any one of the Class 10-A1 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 I-M and Class I-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 10-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 10-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 10-A1 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 10-A1
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
10-A1 Certificates on such Distribution Date pursuant to Section 6.05(d).
CLASS 10-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 10-A1 Interest Accrual Amount over the
amount actually distributed to the Class 10-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Y).
41
CLASS 10-A2 CERTIFICATE: Any one of the Class 10-A2 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 I-M and Class I-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 10-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 10-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 10-A2 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 10-A2
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
10-A2 Certificates on such Distribution Date pursuant to Section 6.05(d).
CLASS 10-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 10-A2 Interest Accrual Amount over the
amount actually distributed to the Class 10-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(Z).
CLASS 11-A CERTIFICATES: The Class 11-A1, Class 11-M1, Class 11-S1, Class
11-L1, Class 11-F1, Class 11-A2, Class 11-A3, Class 11-A4, Class 11-A5, Class
11-M5, Class 11-S5, Class 11-L5, Class 11-F5, Class 11-A6, Class 11-A7, Class
11-A8, Class 11-M8, Class 11-S8, Class 11-L8 and Class 11-F8 Certificates,
referred to collectively.
CLASS 11-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the 11-A1 Interest Accrual Amount, Class 11-M1 Interest
Accrual Amount, Class 11-S1 Interest Accrual Amount, Class 11-L1 Interest
Accrual Amount, Class 11-F1 Interest Accrual Amount, Class 11-A2 Interest
Accrual Amount, Class 11-A3 Interest Accrual Amount, Class 11-A4 Interest
Accrual Amount, Class 11-A5 Interest Accrual Amount, Class 11-M5 Interest
Accrual Amount, Class 11-S5 Interest Accrual Amount, Class 11-L5 Interest
Accrual Amount, Class 11-F5 Interest Accrual Amount, Class 11-A6 Interest
Accrual Amount, Class 11-A7 Interest Accrual Amount, Class 11-A8 Interest
Accrual Amount, Class 11-M8 Interest Accrual Amount, Class 11-S8 Interest
Accrual Amount, Class 11-L8 Interest Accrual Amount and Class 11-F8 Interest
Accrual Amount.
CLASS 11-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 11-A1 Shortfall, Class 11-M1 Shortfall, Class 11-S1
Shortfall, Class 11-L1 Shortfall, Class 11-F1 Shortfall, Class 11-A2 Shortfall,
Class 11-A3 Shortfall, Class 11-A4 Shortfall, Class 11-A5 Shortfall, Class 11-M5
Shortfall, Class 11-S5 Shortfall, Class 11-L5 Shortfall, Class 11-F5 Shortfall,
Class 11-A6 Shortfall, Class 11-A7 Shortfall, Class 11-A8 Shortfall, Class 11-M8
Shortfall, Class 11-S8 Shortfall, Class 11-L8 Shortfall and Class 11-F8
Shortfall.
CLASS 11-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 11-A Principal Balance and (b) the sum of:
(i) the Class 11-A Percentage of the principal portion of all
Monthly Payments, whether or not received, which were due on the
related Due Date on Group 11 Mortgage Loans which were
outstanding as of such Due Date;
(ii) the Class 11-A Prepayment Percentage of all Principal
Prepayments made on Group 11 Mortgage Loans during the related
Principal Prepayment Period;
(iii) with respect to each Group 11 Mortgage Loan not described in
(iv) or (v) below, the Class 11-A Percentage of the principal
portion of all Insurance Proceeds, condemnation awards and any
other cash proceeds from a source other than the applicable
Mortgagor,
42
to the extent required to be deposited in the Collection
Account pursuant to Section 5.08, which were received during
the related Principal Prepayment Period with respect to any
Group 11 Mortgage Loan, 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 Group 11 Mortgage Loan which has become
a Liquidated Mortgage Loan during the related Principal
Prepayment Period, the lesser of (A) the Class 11-A
Percentage of an amount equal to the Principal Balance of
such Mortgage Loan (net of any unreimbursed Advances with
respect to principal) as of the Due Date immediately
preceding the date on which such Mortgage Loan became a
Liquidated Mortgage Loan and (B) the Class 11-A Prepayment
Percentage of the Net Liquidation Proceeds with respect to
such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 11 Mortgage Loan repurchased
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 Class 11-A Prepayment Percentage of the principal
portion of the Purchase Price (net of amounts with respect
to which a distribution of principal has previously been
made to the applicable Class A Certificateholders); and
(vi) on or after the Pool II Credit Support Depletion Date, the
excess of the Class 11-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 outstanding principal balance of the Group
11 Mortgage Loans, if any, as of the preceding Distribution
Date (giving effect to any Advances but prior to giving
effect to any Principal Prepayments received with respect to
such Mortgage Loans that have not been passed through to the
Certificateholders).
CLASS 11-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 11-A Principal Balance by the outstanding principal
balance of the Mortgage Loans in Group 11, but not more than 100%.
CLASS 11-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 11-A Percentage plus 70% of the
Class 11-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 11-A Percentage plus
60% of the Class 11-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 11-A Percentage
plus 40% of the Class 11-A Subordinated Percentage for such Distribution Date;
as of any Distribution Date in the fourth year thereafter, the Class 11-A
Percentage plus 20% of the Class 11-A Subordinated Percentage for such
Distribution Date; and as of any Distribution Date after the fourth year
thereafter, the Class 11-A Percentage; provided that, if any Class 11-A
Percentage as of any such Distribution Date is greater than the Class 11-A
Percentage on the first Distribution Date, the Class 11-A Prepayment Percentage
shall be 100%; and provided further, that whenever the Class 11-A Percentage
equals 0%, the Class 11-A Prepayment Percentage shall equal 0%; and provided
further that no reduction of the Class 11-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, (i) the aggregate outstanding Principal Balance of Mortgage
Loans with respect to all three Pool II Mortgage Groups, each taken
individually, delinquent 60 days or more (including for this purpose any Pool II
Mortgage Loans in foreclosure and Pool II Mortgage Loans with respect to which
the related Mortgaged Property has been acquired by the Trust Fund) does not
equal
43
or exceed 50% of the related Pool II Subordinated Percentage of the outstanding
Principal Balance of the Mortgage Loans with respect to the related Pool II
Mortgage Pool as of such date and (ii) cumulative Realized Losses with respect
to each of the three Pool II Mortgage Groups do not exceed (a) 30% of the
related Pool II Original Subordinated Principal Balance if such Distribution
Date occurs in the year beginning with and including the seventh anniversary of
the first Distribution Date, (b) 35% of the related Pool II Original
Subordinated Principal Balance if such Distribution Date occurs in the year
beginning with and including the eighth anniversary of the first Distribution
Date, (c) 40% of the related Pool II Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the ninth
anniversary of the first Distribution Date, (d) 45% of the related Pool II
Original Subordinated Principal Balance if such Distribution Date occurs in the
year beginning with and including the tenth anniversary of the first
Distribution Date, and (e) 50% of the related Pool II Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
(i) the Pool II Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool
II Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool II Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool II Mortgage Group do not exceed, as a percentage of the related Pool II
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool II Certificate Group)
of the Pool II Subordinated Amount for each Pool II Mortgage Group for which the
related Class II-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 11-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 11-A Percentage plus 50% of the Class 11-A
Subordinated Percentage, or
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 11-A Percentage.
CLASS 11-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class
11-A Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 11-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 11-A Certificates pursuant to Section 6.04A); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 11-A Certificates as a result of Subsequent Recoveries; provided that
the Class 11-A Principal Balance on the first Distribution Date will be the
Original Class 11-A Principal Balance.
44
CLASS 11-A PRINCIPAL PAYMENT RULES: (A) With respect to any
Distribution Date prior to the Pool II Credit Support Depletion Date,
distributions to the Class 11-A Certificateholders pursuant to Section
6.01A(I)(b)(ii)(A) shall be made to (i) the Class 11-A1 Components and (ii) the
Class 11-A2 Certificates, pro rata, based upon (i) the aggregate outstanding
principal balance of the Class 11-A1 Components and (ii) the Outstanding
Certificate Principal Balance of the Class 11-A2 Certificates, as follows:
(I) to Class 11-A1 Component A, Class 11-A1 Component B, Class 11-A1
Component C, Class 11-A1 Component D, Class 11-A1 Component E and Class 11-A1
Component F, sequentially, as follow:
(a) first, to the Class 11-A1 Component A and Class 11-A1 Component B,
pro rata, based upon the outstanding principal balances of such components,
until the principal balance of each such component has been reduced to zero;
(b) second, sequentially, to the Class 11-A1 Component C, Class 11-A1
Component D, Class 11-A1 Component E and Class 11-A1 Component F, in that order,
until the principal balance of each such component has been reduced to zero; and
(II) to the Class 11-A2 Certificates, until the Outstanding Certificate
Principal Balance of such Class has been reduced to zero.
(B) With respect to any Distribution Date on or after the Pool II Credit
Support Depletion Date, distributions otherwise allocated to the Class II-A
Certificateholders pursuant to Section 6.01A(I)(b)(ii)(A) shall be allocated to
the Class II-A Certificateholders pursuant to Section 6.01A(II) and not in
accordance with the priorities set forth above.
As set forth in Section 6.01A, and in accordance therewith, each of the
Class 11-A Certificates (other than the Class 11-A2 Certificates) will be
entitled to distributions based upon such Class's proportionate share of amounts
allocated to the Class 11-A1 Components related to such Class giving effect to
any exchanges with respect to the Class 11-A Certificates, as follows: (a) on
each Distribution Date that the Outstanding Certificate Principal Balance of the
Class 11-A1 Certificates is greater than zero, the Class 11-A1 Certificates will
be entitled to receive a proportionate share of the principal distributions (and
will be allocated a proportionate share of Realized Losses) allocated to the
Class 11-A1 Component A, Class 11-A1 Component B, Class 11-A1 Component C, Class
11-A1 Component D, Class 11-A1 Component E and Class 11-A1 Component F; (b) on
each Distribution Date that the Outstanding Certificate Principal Balance of the
Class 11-A3 Certificates is greater than zero, the Class 11-A3 Certificates will
be entitled to receive a proportionate share of the principal distributions (and
will be allocated a proportionate share of Realized Losses) allocated to the
Class 11-A1 Component A; (c) on each Distribution Date that the Outstanding
Certificate Principal Balance of the Class 11-A4 Certificates is greater than
zero, the Class 11-A4 Certificates will be entitled to receive a proportionate
share of the principal distributions (and will be allocated a proportionate
share of Realized Losses) allocated to the Class 11-A1 Component B, Class 11-A1
Component C and Class 11-A1 Component D; (d) on each Distribution Date that the
Outstanding Certificate Principal Balance of the Class 11-A5 Certificates is
greater than zero, the Class 11-A5 Certificates will be entitled to receive a
proportionate share of the principal distributions (and will be allocated a
proportionate share of Realized Losses) allocated to the Class 11-A1 Component E
and Class 11-A1 Component F; (e) on each Distribution Date that the Outstanding
Certificate Principal Balance of the Class 11-A6 Certificates is greater than
zero, the Class 11-A6 Certificates will be entitled to receive a proportionate
share of the principal distributions (and will be allocated a proportionate
share of Realized Losses) allocated to the Class 11-A1 Component A, Class 11-A1
Component B and Class 11-A1 Component C; (f) on each Distribution Date that the
Outstanding Certificate Principal Balance of the Class 11-A7 Certificates is
greater than zero, the Class 11-A7 Certificates will be entitled to receive a
proportionate share of the principal distributions (and will be allocated a
proportionate share of Realized Losses) allocated to the Class 11-A1 Component D
and Class 11-A1 Component E; and (g) on each Distribution Date that the
Outstanding Certificate Principal Balance of the Class 11-A8 Certificates is
greater than zero, the Class 11-A8 Certificates will be entitled to receive a
proportionate share of the principal distributions (and will be allocated a
proportionate share of Realized Losses) allocated to the Class 11-A1 Component
F.
CLASS 11-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 11-A Percentage.
CLASS 11-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 11-A Prepayment Percentage.
CLASS 11-A1 CERTIFICATE: Any one of the Class 11-A1 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-A1 COMPONENT A: That portion of the Class 11-A1 Certificate having
an initial principal balance of $240,557,395.
CLASS 11-A1 COMPONENT B: That portion of the Class 11-A1 Certificate having
an initial principal balance of $83,207,605.
CLASS 11-A1 COMPONENT C: That portion of the Class 11-A1 Certificate having
an initial principal balance of $66,955,000.
CLASS 11-A1 COMPONENT D: That portion of the Class 11-A1 Certificate having
an initial principal balance of $60,356,000.
CLASS 11-A1 COMPONENT E: That portion of the Class 11-A1 Certificate having
an initial principal balance of $22,508,000.
CLASS 11-A1 COMPONENT F: That portion of the Class 11-A1 Certificate having
an initial principal balance of $139,448,000.
45
CLASS 11-A1 COMPONENTS: Each of the Class 11-A1 Component A, Class 11-A1
Component B, Class 11-A1 Component C, Class 11-A1 Component D, Class 11-A1
Component E or Class 11-A1 Component F, as applicable.
CLASS 11-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A1 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A1
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-A1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-A1 RELATED CERTIFICATES: The Class 11-A Certificates,
collectively, apart from and not including the Class 11-A2 Certificates.
CLASS 11-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A1 Interest Accrual Amount over the
amount actually distributed to the Class 11-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(A).
CLASS 11-M1 CERTIFICATE: Any one of the Class 11-M1 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-M1 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 11-M1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-M1 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-M1
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-M1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-M1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-M1 Interest Accrual Amount over the
amount actually distributed to the Class 11-M1 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(B).
CLASS 11-S1 CERTIFICATE: Any one of the Class 11-S1 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-S1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 11-S1 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 11-S1
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 11-S1 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 11-S1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-S1 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 11-M1
Certificates.
46
CLASS 11-S1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-S1 Interest Accrual Amount over the
amount actually distributed to the Class 11-S1 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(C).
CLASS 11-L1 CERTIFICATE: Any one of the Class 11-L1 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-L1 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 11-L1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-L1 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-L1
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-L1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-L1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-L1 Interest Accrual Amount over the
amount actually distributed to the Class 11-L1 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(D).
CLASS 11-F1 CERTIFICATE: Any one of the Class 11-F1 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-F1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 11-F1 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 11-F1
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 11-F1 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 11-F1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-F1 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 11-L1
Certificates.
CLASS 11-F1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-F1 Interest Accrual Amount over the
amount actually distributed to the Class 11-F1 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(E).
CLASS 11-A2 CERTIFICATE: Any one of the Class 11-A2 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A2 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A2
Certificates on such Distribution Date pursuant to
47
Section 6.05A(c), and (iii) any interest shortfall resulting from the Relief Act
allocated to the Class 11-A2 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A2 Interest Accrual Amount over the
amount actually distributed to the Class 11-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(F).
CLASS 11-A3 CERTIFICATE: Any one of the Class 11-A3 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A3 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A3
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-A3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-A3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A3 Interest Accrual Amount over the
amount actually distributed to the Class 11-A3 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(G).
CLASS 11-A4 CERTIFICATE: Any one of the Class 11-A4 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-A4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A4 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A4 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A4
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-A4 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-A4 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A4 Interest Accrual Amount over the
amount actually distributed to the Class 11-A4 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(H).
CLASS 11-A5 CERTIFICATE: Any one of the Class 11-A5 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-A5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A5 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A5
Certificates on such Distribution Date pursuant to
48
Section 6.05A(c), and (iii) any interest shortfall resulting from the Relief Act
allocated to the Class 11-A5 Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS 11-A5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A5 Interest Accrual Amount over the
amount actually distributed to the Class 11-A5 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(I).
CLASS 11-M5 CERTIFICATE: Any one of the Class 11-M5 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-M5 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 11-M5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-M5 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-M5
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-M5 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-M5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-M5 Interest Accrual Amount over the
amount actually distributed to the Class 11-M5 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(J).
CLASS 11-S5 CERTIFICATE: Any one of the Class 11-S5 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-S5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 11-S5 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 11-S5
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 11-S5 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 11-S5 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-S5 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 11-M5
Certificates.
CLASS 11-S5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-S5 Interest Accrual Amount over the
amount actually distributed to the Class 11-S5 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(K).
CLASS 11-L5 CERTIFICATE: Any one of the Class 11-L5 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-L5 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 11-L5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-L5 Certificates on
49
such Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the Class 11-L5
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-L5 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-L5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-L5 Interest Accrual Amount over the
amount actually distributed to the Class 11-L5 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(L).
CLASS 11-F5 CERTIFICATE: Any one of the Class 11-F5 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-F5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 11-F5 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 11-F5
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 11-F5 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 11-F5 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-F5 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 11-L5
Certificates.
CLASS 11-F5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-F5 Interest Accrual Amount over the
amount actually distributed to the Class 11-F5 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(M).
CLASS 11-A6 CERTIFICATE: Any one of the Class 11-A6 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-A6 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A6 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A6 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A6
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-A6 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-A6 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A6 Interest Accrual Amount over the
amount actually distributed to the Class 11-A6 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(N).
CLASS 11-A7 CERTIFICATE: Any one of the Class 11-A7 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
50
CLASS 11-A7 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A7 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A7 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A7
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-A7 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-A7 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A7 Interest Accrual Amount over the
amount actually distributed to the Class 11-A7 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(O).
CLASS 11-A8 CERTIFICATE: Any one of the Class 11-A8 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-A8 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 11-A8 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-A8 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-A8
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-A8 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-A8 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-A8 Interest Accrual Amount over the
amount actually distributed to the Class 11-A8 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(P).
CLASS 11-M8 CERTIFICATE: Any one of the Class 11-M8 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-M8 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 11-M8 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-M8 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-M8
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-M8 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-M8 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-M8 Interest Accrual Amount over the
amount actually distributed to the Class 11-M8 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(Q).
CLASS 11-S8 CERTIFICATE: Any one of the Class 11-S8 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
51
CLASS 11-S8 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 11-S8 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 11-S8
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 11-S8 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 11-S8 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-S8 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 11-M8
Certificates.
CLASS 11-S8 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-S8 Interest Accrual Amount over the
amount actually distributed to the Class 11-S8 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(R).
CLASS 11-L8 CERTIFICATE: Any one of the Class 11-L8 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-L8 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 11-L8 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 11-L8 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 11-L8
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
11-L8 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-L8 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-L8 Interest Accrual Amount over the
amount actually distributed to the Class 11-L8 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(S).
CLASS 11-F8 CERTIFICATE: Any one of the Class 11-F8 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 11-F8 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 11-F8 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 11-F8
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 11-F8 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 11-F8 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 11-F8 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 11-L8
Certificates.
CLASS 11-F8 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 11-F8 Interest Accrual Amount over the
amount actually distributed to the Class 11-F8 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(T).
52
CLASS 12-A CERTIFICATES: The Class 12-A1, Class 12-A2, Class 12-A3, Class
12-M3, Class 12-S3, Class 12-L3, Class 12-F3 and Class 12-A4 Certificates,
referred to collectively.
CLASS 12-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 12-A1 Interest Accrual Amount, the Class 12-A2
Interest Accrual Amount, the Class 12-A3 Interest Accrual Amount, Class 12-M3
Interest Accrual Amount, Class 12-S3 Interest Accrual Amount, Class 12-L3
Interest Accrual Amount, Class 12-F3 Interest Accrual Amount and the Class 12-A4
Interest Accrual Amount.
CLASS 12-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 12-A1 Shortfall, the Class 12-A2 Shortfall, the Class 12-A3
Shortfall, Class 12-M3, Class 12-S3 Shortfall, Class 12-L3 Shortfall, Class
12-F3 Shortfall and the Class 12-A4 Shortfall.
CLASS 12-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 12-A Principal Balance and (b) the sum of:
(i) the Class 12-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 12 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 12-A Prepayment Percentage of all Principal Prepayments
made on Group 12 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 12 Mortgage Loan not described in
(iv) or (v) below, the Class 12-A 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,
which were received during the related Principal Prepayment Period with
respect to any Group 12 Mortgage Loan, 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 Group 12 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 12-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 12-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 12 Mortgage Loan repurchased 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 Class 12-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool II Credit Support Depletion Date, the excess
of the Class 12-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 outstanding principal balance of the
Group 12 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to
53
such Mortgage Loans that have not been passed through to the
Certificateholders).
CLASS 12-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 12-A Principal Balance by the outstanding principal
balance of the Mortgage Loans in Group 12, but not more than 100%.
CLASS 12-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 12-A Percentage plus 70% of the
Class 12-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 12-A Percentage plus
60% of the Class 12-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 12-A Percentage
plus 40% of the Class 12-A Subordinated Percentage for such Distribution Date;
as of any Distribution Date in the fourth year thereafter, the Class 12-A
Percentage plus 20% of the Class 12-A Subordinated Percentage for such
Distribution Date; and as of any Distribution Date after the fourth year
thereafter, the Class 12-A Percentage; provided that, if any Class 12-A
Percentage as of any such Distribution Date is greater than the Class 12-A
Percentage on the first Distribution Date, the Class 12-A Prepayment Percentage
shall be 100%; and provided further, that whenever the Class 12-A Percentage
equals 0%, the Class 12-A Prepayment Percentage shall equal 0%; and provided
further that no reduction of the Class 12-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, (i) the aggregate outstanding Principal Balance of Mortgage
Loans with respect to all three Pool II Mortgage Groups, each taken
individually, delinquent 60 days or more (including for this purpose any Pool II
Mortgage Loans in foreclosure and Pool II Mortgage Loans with respect to which
the related Mortgaged Property has been acquired by the Trust Fund) does not
equal or exceed 50% of the related Pool II Subordinated Percentage of the
outstanding Principal Balance of the Mortgage Loans with respect to the related
Pool II Mortgage Pool as of such date and (ii) cumulative Realized Losses with
respect to each of the three Pool II Mortgage Groups do not exceed (a) 30% of
the related Pool II Original Subordinated Principal Balance if such Distribution
Date occurs in the year beginning with and including the seventh anniversary of
the first Distribution Date, (b) 35% of the related Pool II Original
Subordinated Principal Balance if such Distribution Date occurs in the year
beginning with and including the eighth anniversary of the first Distribution
Date, (c) 40% of the related Pool II Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the ninth
anniversary of the first Distribution Date, (d) 45% of the related Pool II
Original Subordinated Principal Balance if such Distribution Date occurs in the
year beginning with and including the tenth anniversary of the first
Distribution Date, and (e) 50% of the related Pool II Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the eleventh anniversary of the first Distribution Date or
thereafter, provided, notwithstanding the foregoing, if the following conditions
are met:
(i) the Pool II Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool
II Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool II Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool II Mortgage Group do not exceed, as a percentage of the related Pool II
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool II
54
Certificate Group) of the Pool II Subordinated Amount for each Pool II Mortgage
Group for which the related Class II-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 12-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 12-A Percentage plus 50% of the Class 12-A
Subordinated Percentage, or
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 12-A Percentage.
CLASS 12-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class
12-A Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 12-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 12-A Certificates pursuant to Section 6.04A); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 12-A Certificates as a result of Subsequent Recoveries; provided that
the Class 12-A Principal Balance on the first Distribution Date will be the
Original Class 12-A Principal Balance.
CLASS 12-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool II Credit Support Depletion Date, distributions to the
Class 12-A Certificateholders pursuant to Section 6.01A(I)(b)(ii)(B) shall be
made to the Class 12-A Certificateholders, as follows:
Concurrently:
(I) 95.7791863082%, sequentially, as follows:
(a) first, to the Class 12-A1 Certificates, until the Outstanding
Certificate Principal Balance of such Class has been reduced to zero;
(b) second, to the Class 12-A2 Certificates, until the Outstanding
Certificate Principal Balance of such Class has been reduced to zero;
(c) third, to the Class 12-A3, Class 12-M3 and Class 12-L3
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; and
(II) 4.2208136918%, to the Class 12-A4 Certificates, until the Outstanding
Certificate Principal Balance of such Class has been reduced to zero.
(B) With respect to any Distribution Date on or after the Pool II Credit
Support Depletion Date, distributions otherwise allocated to the Class II-A
Certificateholders pursuant to Section 6.01A(I)(b)(ii)(B) shall be allocated to
the Class II-A Certificateholders pursuant to Section 6.01A(II) and not in
accordance with the priorities set forth above.
CLASS 12-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 12-A Percentage.
55
CLASS 12-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 12-A Prepayment Percentage.
CLASS 12-A1 CERTIFICATE: Any one of the Class 12-A1 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 12-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 12-A1 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 12-A1
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
12-A1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 12-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-A1 Interest Accrual Amount over the
amount actually distributed to the Class 12-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(U).
CLASS 12-A2 CERTIFICATE: Any one of the Class 12-A2 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 12-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 12-A2 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 12-A2
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
12-A2 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 12-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-A2 Interest Accrual Amount over the
amount actually distributed to the Class 12-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(V).
CLASS 12-A3 CERTIFICATE: Any one of the Class 12-A3 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 12-A3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 12-A3 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 12-A3
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
12-A3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 12-A3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-A3 Interest Accrual Amount over the
amount actually distributed to the
56
Class 12-A3 Certificateholders on such Distribution Date pursuant to Section
6.01A(I)(b)(i)(W).
CLASS 12-M3 CERTIFICATE: Any one of the Class 12-M3 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-M3 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 12-M3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 12-M3 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 12-M3
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
12-M3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 12-M3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-M3 Interest Accrual Amount over the
amount actually distributed to the Class 12-M3 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(X).
CLASS 12-S3 CERTIFICATE: Any one of the Class 12-S3 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-S3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 12-S3 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 12-S3
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 12-S3 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 12-S3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 12-S3 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 12-M3
Certificates.
CLASS 12-S3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-S3 Interest Accrual Amount over the
amount actually distributed to the Class 12-S3 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(Y).
CLASS 12-L3 CERTIFICATE: Any one of the Class 12-L3 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-L3 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 12-L3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 12-L3 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 12-L3
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
12-L3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
57
CLASS 12-L3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-L3 Interest Accrual Amount over the
amount actually distributed to the Class 12-L3 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(Z).
CLASS 12-F3 CERTIFICATE: Any one of the Class 12-F3 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-F3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 12-F3 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 12-F3
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 12-F3 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 12-F3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 12-F3 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 12-L3
Certificates.
CLASS 12-F3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-F3 Interest Accrual Amount over the
amount actually distributed to the Class 12-F3 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(AA).
CLASS 12-A4 CERTIFICATE: Any one of the Class 12-A4 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 12-A4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 12-A4 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 12-A4 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 12-A4
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
12-A4 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 12-A4 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 12-A4 Interest Accrual Amount over the
amount actually distributed to the Class 12-A4 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(BB).
CLASS 13-A CERTIFICATES: The Class 13-A1, Class 13-A2, Class 13-M2, Class
13-S2, Class 13-L2, Class 13-F2 and Class 13-A3 Certificates, referred to
collectively.
CLASS 13-A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the sum of the Class 13-A1 Interest Accrual Amount, the Class 13-A2
Interest Accrual Amount, Class 13-M2 Interest Accrual Amount, Class 13-S2
Interest Accrual Amount, Class 13-L2 Interest Accrual Amount, Class 13-F2
Interest Accrual Amount and the Class 13-A3 Interest Accrual Amount.
CLASS 13-A INTEREST SHORTFALL: On any Distribution Date, an amount equal to
the sum of the Class 13-A1 Shortfall, the Class 13-A2 Shortfall, Class 13-M2
Shortfall, Class 13-S2 Shortfall, Class 13-L2 Shortfall, Class 13-F2 Shortfall
and the Class 13-A3 Shortfall.
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CLASS 13-A OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution Date,
the lesser of (a) the Class 13-A Principal Balance and (b) the sum of:
(i) the Class 13-A Percentage of the principal portion of all Monthly
Payments, whether or not received, which were due on the related Due Date
on Group 13 Mortgage Loans which were outstanding as of such Due Date;
(ii) the Class 13-A Prepayment Percentage of all Principal Prepayments
made on Group 13 Mortgage Loans during the related Principal Prepayment
Period;
(iii) with respect to each Group 13 Mortgage Loan not described in
below, the Class 13-A 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,
which were received during the related Principal Prepayment Period with
respect to any Group 13 Mortgage Loan, 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 Group 13 Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period,
the lesser of (A) the Class 13-A Percentage of an amount equal to the
Principal Balance of such Mortgage Loan (net of any unreimbursed Advances
with respect to principal) as of the Due Date immediately preceding the
date on which such Mortgage Loan became a Liquidated Mortgage Loan and (B)
the Class 13-A Prepayment Percentage of the Net Liquidation Proceeds with
respect to such Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group 13 Mortgage Loan repurchased 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 Class 13-A Prepayment Percentage of
the principal portion of the Purchase Price (net of amounts with respect to
which a distribution of principal has previously been made to the
applicable Class A Certificateholders); and
(vi) on or after the Pool II Credit Support Depletion Date, the excess
of the Class 13-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 outstanding principal balance of the
Group 13 Mortgage Loans, if any, as of the preceding Distribution Date
(giving effect to any Advances but prior to giving effect to any Principal
Prepayments received with respect to such Mortgage Loans that have not been
passed through to the Certificateholders).
CLASS 13-A PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class 13-A Principal Balance by the outstanding principal
balance of the Mortgage Loans in Group 13, but not more than 100%.
CLASS 13-A PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in February 2014, 100%; as of any Distribution
Date in the first year thereafter, the Class 13-A Percentage plus 70% of the
Class 13-A Subordinated Percentage for such Distribution Date; as of any
Distribution Date in the second year thereafter, the Class 13-A Percentage plus
60% of the Class 13-A Subordinated Percentage for such Distribution Date; as of
any Distribution Date in the third year thereafter, the Class 13-A Percentage
plus 40% of the Class 13-A Subordinated Percentage for such Distribution Date;
as of any Distribution Date in the fourth year thereafter, the Class 13-A
Percentage
59
plus 20% of the Class 13-A Subordinated Percentage for such Distribution Date;
and as of any Distribution Date after the fourth year thereafter, the Class 13-A
Percentage; provided that, if any Class 13-A Percentage as of any such
Distribution Date is greater than the Class 13-A Percentage on the first
Distribution Date, the Class 13-A Prepayment Percentage shall be 100%; and
provided further, that whenever the Class 13-A Percentage equals 0%, the Class
13-A Prepayment Percentage shall equal 0%; and provided further that no
reduction of the Class 13-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, (i) the
aggregate outstanding Principal Balance of Mortgage Loans with respect to all
three Pool II Mortgage Groups, each taken individually, delinquent 60 days or
more (including for this purpose any Pool II Mortgage Loans in foreclosure and
Pool II Mortgage Loans with respect to which the related Mortgaged Property has
been acquired by the Trust Fund) does not equal or exceed 50% of the related
Pool II Subordinated Percentage of the outstanding Principal Balance of the
Mortgage Loans with respect to the related Pool II Mortgage Pool as of such date
and (ii) cumulative Realized Losses with respect to each of the three Pool II
Mortgage Groups do not exceed (a) 30% of the related Pool II Original
Subordinated Principal Balance if such Distribution Date occurs in the year
beginning with and including the seventh anniversary of the first Distribution
Date, (b) 35% of the related Pool II Original Subordinated Principal Balance if
such Distribution Date occurs in the year beginning with and including the
eighth anniversary of the first Distribution Date, (c) 40% of the related Pool
II Original Subordinated Principal Balance if such Distribution Date occurs in
the year beginning with and including the ninth anniversary of the first
Distribution Date, (d) 45% of the related Pool II Original Subordinated
Principal Balance if such Distribution Date occurs in the year beginning with
and including the tenth anniversary of the first Distribution Date, and (e) 50%
of the related Pool II Original Subordinated Principal Balance if such
Distribution Date occurs in the year beginning with and including the eleventh
anniversary of the first Distribution Date or thereafter, provided,
notwithstanding the foregoing, if the following conditions are met:
(i) the Pool II Aggregate Subordinated Percentage is greater than or equal
to twice such percentage calculated as of the Closing Date;
(ii) the outstanding Principal Balance of all Mortgage Loans in each Pool
II Mortgage Group delinquent 60 days or more (including Mortgage Loans in
foreclosure, REO property or bankruptcy status), averaged over the preceding
six-month period, as a percentage of the related Pool II Subordinated Amount
(without giving effect to any payments on such Distribution Date), does not
equal or exceed 50%; and
(iii) cumulative Realized Losses with respect to the Mortgage Loans in each
Pool II Mortgage Group do not exceed, as a percentage of the related Pool II
Subordinated Amount as of the Closing Date plus the pro rata portion (based upon
the outstanding Principal Balance of each outstanding Pool II Certificate Group)
of the Pool II Subordinated Amount for each Pool II Mortgage Group for which the
related Class II-A Certificates have been reduced to zero,
(a) for any Distribution Date on or prior to the February 2010
Distribution Date, 20%, or
(b) for any Distribution Date after the February 2010 Distribution
Date, 30%,
then the Class 13-A Prepayment Percentage for such Distribution Date will equal:
(iv) for any Distribution Date on or prior to the February 2010
Distribution Date, the Class 13-A Percentage plus 50% of the Class 13-A
Subordinated Percentage, or
60
(v) for any Distribution Date after the February 2010 Distribution Date,
the Class 13-A Percentage.
CLASS 13-A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class
13-A Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class 13-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 13-A Certificates pursuant to Section 6.04A); as adjusted
to reflect any adjustments to the Outstanding Certificate Principal Balance of
the Class 13-A Certificates as a result of Subsequent Recoveries; provided that
the Class 13-A Principal Balance on the first Distribution Date will be the
Original Class 13-A Principal Balance.
CLASS 13-A PRINCIPAL PAYMENT RULES: (A) With respect to any Distribution
Date prior to the Pool II Credit Support Depletion Date, distributions to the
Class 13-A Certificateholders pursuant to Section 6.01A(I)(b)(ii)(C) shall be
made to the Class 13-A Certificates, as follows:
Concurrently:
(I) 95.7788578274%, sequentially, as follows:
(a) first, to the Class 13-A1 Certificates, until the Outstanding
Certificate Principal Balance of such Class is reduced to zero;
(b) second, to the Class 13-A2, Class 13-M2 and Class 13-L2
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; and
(II) 4.2211421726%, to the Class 13-A3 Certificates, until the Outstanding
Certificate Principal Balance of such Class has been reduced to zero.
(B) With respect to any Distribution Date on or after the Pool II Credit
Support Depletion Date, distributions otherwise allocated to the Class II-A
Certificateholders pursuant to Section 6.01A(I)(b)(ii)(C) shall be allocated to
the Class II-A Certificateholders pursuant to Section 6.01A(II) and not in
accordance with the priorities set forth above.
CLASS 13-A SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Class 13-A Percentage.
CLASS 13-A SUBORDINATED PREPAYMENT PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Class 13-A Prepayment Percentage.
CLASS 13-A1 CERTIFICATE: Any one of the Class 13-A1 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 13-A1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 13-A1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 13-A1 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 13-A1
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
13-A1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
61
CLASS 13-A1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 13-A1 Interest Accrual Amount over the
amount actually distributed to the Class 13-A1 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(CC).
CLASS 13-A2 CERTIFICATE: Any one of the Class 13-A2 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 13-A2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 13-A2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 13-A2 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 13-A2
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
13-A2 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 13-A2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 13-A2 Interest Accrual Amount over the
amount actually distributed to the Class 13-A2 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(DD).
CLASS 13-M2 CERTIFICATE: Any one of the Class 13-M2 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 13-M2 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 13-M2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 13-M2 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 13-M2
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
13-M2 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 13-M2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 13-M2 Interest Accrual Amount over the
amount actually distributed to the Class 13-M2 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(EE).
CLASS 13-S2 CERTIFICATE: Any one of the Class 13-S2 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 13-S2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 13-S2 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 13-S2
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 13-S2 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 13-S2 Certificates on such Distribution Date pursuant to Section 6.05A(d).
62
CLASS 13-S2 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 13-M2
Certificates.
CLASS 13-S2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 13-S2 Interest Accrual Amount over the
amount actually distributed to the Class 13-S2 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(FF).
CLASS 13-L2 CERTIFICATE: Any one of the Class 13-L2 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 13-L2 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 13-L2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 13-L2 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class 13-L2
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
13-L2 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 13-L2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 13-L2 Interest Accrual Amount over the
amount actually distributed to the Class 13-L2 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(GG).
CLASS 13-F2 CERTIFICATE: Any one of the Class 13-F2 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 13-F2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class 13-F2 Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class 13-F2
Certificates on such Distribution Date pursuant to Section 6.05A(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class 13-F2 Certificates on such Distribution Date pursuant to Section 6.05A(c),
and (iii) any interest shortfall resulting from the Relief Act allocated to the
Class 13-F2 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 13-F2 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class 13-L2
Certificates.
CLASS 13-F2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 13-F2 Interest Accrual Amount over the
amount actually distributed to the Class 13-F2 Certificateholders on such
Distribution Date pursuant to Section 6.01A(I)(b)(i)(HH).
CLASS 13-A3 CERTIFICATE: Any one of the Class 13-A3 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 II-M and Class II-B Certificates,
substantially in the form of the Class A Certificate set forth in Exhibit C
hereto.
CLASS 13-A3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class 13-A3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class 13-A3 Certificates on
63
such Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss
Interest Shortfall resulting from an Excess Loss allocated to the Class 13-A3
Certificates on such Distribution Date pursuant to Section 6.05A(c), and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
13-A3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS 13-A3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class 13-A3 Interest Accrual Amount over the
amount actually distributed to the Class 13-A3 Certificateholders on such
Distribution Date pursuant to Section 6.01(I)(b)(i)(II).
CLASS A CERTIFICATES: The Class I-A Certificates and the Class II-A
Certificates, referred to collectively.
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)(AA).
CLASS I-A CERTIFICATES: The Class 1-A, Class 2-A, Class 3-A, Class 4-A,
Class 5-A, Class 6-A, Class 7-A, Class 8-A, Class 9-A and Class 10-A
Certificates, referred to collectively.
CLASS I-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 I-A Principal Balance and the denominator of which is the outstanding
Principal Balance of the Pool I Mortgage Loans as of the immediately preceding
Due Date.
CLASS I-A PRINCIPAL BALANCE: As of any Distribution Date, the sum of the
Class 1-A Principal Balance, the Class 2-A Principal Balance, the Class 3-A
Principal Balance, the Class 4-A Principal Balance, the Class 5-A Principal
Balance, the Class 6-A Principal Balance, the Class 7-A Principal Balance, the
Class 8-A Principal Balance, the Class 9-A Principal Balance and the Class 10-A
Principal Balance.
CLASS II-A CERTIFICATES: The Class 11-A, Class 12-A and Class 13-A
Certificates, referred to collectively.
CLASS II-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 II-A Principal Balance and the denominator of which is the outstanding
Principal Balance of the Pool II Mortgage Loans as of the immediately preceding
Due Date.
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CLASS II-A PRINCIPAL BALANCE: As of any Distribution Date, the sum of the
Class 11-A Principal Balance, the Class 12-A Principal Balance and the Class
13-A Principal Balance.
CLASS B CERTIFICATES: The Class I-B Certificates and Class II-B
Certificates, referred to collectively.
CLASS I-B CERTIFICATES: The Class I-B1, Class I-B2, Class I-B3, Class I-B4
and Class I-B5 Certificates, referred to collectively.
CLASS I-B PERCENTAGE: As of any Distribution Date, the difference between
100% and the sum of (i) the Class I-A Percentage and (ii) the Class I-M
Percentage for such Distribution Date.
CLASS I-B PRINCIPAL BALANCE: As of any Distribution Date, the excess of the
Mortgage Pool Principal Balance related to Mortgage Pool I (together with the
principal portion of any Monthly Payment due on Mortgage Pool I but not paid
with respect to which an Advance has not been made) over the sum of (i) the
Class I-A Principal Balance and (ii) the Class I-M Principal Balance.
CLASS I-B1 CERTIFICATE: Any one of the Class I-B1 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 I-A and Class I-M Certificates,
substantially in the form of the Class B Certificate set forth in Exhibit E
hereto.
CLASS I-B1 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 I-B1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class I-B1 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 I-B1 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 I-B1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class I-B1 Interest Accrual Amount over the
amount actually distributed to the Class I-B1 Certificates on such Distribution
Date pursuant to Section 6.01(I)(d)(1) (A) and (B).
CLASS I-B2 CERTIFICATE: Any one of the Class I-B2 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 I-A, Class I-M and Class I-B1
Certificates, substantially in the form of the Class B Certificate set forth in
Exhibit E hereto.
CLASS I-B2 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 I-B2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class I-B2 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 I-B2 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 I-B2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class I-B2 Interest Accrual Amount over the
amount actually distributed to the Class I-B2 Certificates on such Distribution
Date pursuant to Section 6.01(I)(d)(2) (A) and (B).
65
CLASS I-B3 CERTIFICATE: Any one of the Class I-B3 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 I-A, Class I-M, Class I-B1 and
Class I-B2 Certificates, substantially in the form of the Class B Certificate
set forth in Exhibit E hereto.
CLASS I-B3 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 I-B3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class I-B3 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 I-B3 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 I-B3 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class I-B3 Interest Accrual Amount over the
amount actually distributed to the Class I-B3 Certificates on such Distribution
Date pursuant to Section 6.01(I)(d)(3) (A) and (B).
CLASS I-B4 CERTIFICATE: Any one of the Class I-B4 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 I-A, Class I-M, Class I-B1, Class
I-B2 and Class I-B3 Certificates, substantially in the form of the Class B
Certificate set forth in Exhibit E hereto.
CLASS I-B4 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 I-B4 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class I-B4 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 I-B4 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 I-B4 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-B4 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class I-B4 Interest Accrual Amount over the
amount actually distributed to the Class I-B4 Certificates on such Distribution
Date pursuant to Section 6.01(I)(d)(4) (A) and (B).
CLASS I-B5 CERTIFICATE: Any one of the Class I-B5 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 I-A, Class I-M, Class I-B1, Class
I-B2, Class I-B3 and Class I-B4 Certificates, substantially in the form of the
Class B Certificate set forth in Exhibit E hereto.
CLASS I-B5 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 I-B5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class I-B5 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 I-B5 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 I-B5 Certificates on such
Distribution Date pursuant to Section 6.05(d).
66
CLASS I-B5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class I-B5 Interest Accrual Amount over the
amount actually distributed to the Class I-B5 Certificates on such Distribution
Date pursuant to Section 6.01(I)(d)(5) (A) and (B).
CLASS II-B CERTIFICATES: The Class II-B1, Class II-B2, Class II-B3, Class
II-B4 and Class II-B5 Certificates, referred to collectively.
CLASS II-B PERCENTAGE: As of any Distribution Date, the difference between
100% and the sum of (i) the Class II-A Percentage and (ii) the Class II-M
Percentage for such Distribution Date.
CLASS II-B PRINCIPAL BALANCE: As of any Distribution Date, the excess of
the Mortgage Pool Principal Balance related to Mortgage Pool II (together with
the principal portion of any Monthly Payment due on Mortgage Pool II but not
paid with respect to which an Advance has not been made) over the sum of (i) the
Class II-A Principal Balance and (ii) the Class II-M Principal Balance.
CLASS II-B1 CERTIFICATE: Any one of the Class II-B1 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 II-A and Class II-M Certificates,
substantially in the form of the Class B Certificate set forth in Exhibit E
hereto.
CLASS II-B1 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 II-B1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class II-B1 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class II-B1
Certificates on such Distribution Date pursuant to Section 6.05A(c) and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
II-B1 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS II-B1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class II-B1 Interest Accrual Amount over the
amount actually distributed to the Class II-B1 Certificates on such Distribution
Date pursuant to Section 6.01A(I)(d)(1) (A) and (B).
CLASS II-B2 CERTIFICATE: Any one of the Class II-B2 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 II-A, Class II-M and Class II-B1
Certificates, substantially in the form of the Class B Certificate set forth in
Exhibit E hereto.
CLASS II-B2 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 II-B2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class II-B2 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class II-B2
Certificates on such Distribution Date pursuant to Section 6.05A(c) and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
II-B2 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS II-B2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class II-B2 Interest Accrual Amount over the
amount actually distributed to the Class II-B2 Certificates on such Distribution
Date pursuant to Section 6.01A(I)(d)(2) (A) and (B).
CLASS II-B3 CERTIFICATE: Any one of the Class II-B3 Certificates executed
by the Depositor and authenticated by the Trustee (or, if an Authenticating
Agent has been appointed pursuant to
67
Section 4.06, the Authenticating Agent), subordinated in right of payment to the
Class II-A, Class II-M, Class II-B1 and Class II-B2 Certificates, substantially
in the form of the Class B Certificate set forth in Exhibit E hereto.
CLASS II-B3 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 II-B3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class II-B3 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class II-B3
Certificates on such Distribution Date pursuant to Section 6.05A(c) and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
II-B3 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS II-B3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class II-B3 Interest Accrual Amount over the
amount actually distributed to the Class II-B3 Certificates on such Distribution
Date pursuant to Section 6.01A(I)(d)(3) (A) and (B).
CLASS II-B4 CERTIFICATE: Any one of the Class II-B4 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 II-A, Class II-M, Class II-B1,
Class II-B2 and Class II-B3 Certificates, substantially in the form of the Class
B Certificate set forth in Exhibit E hereto.
CLASS II-B4 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 II-B4 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class II-B4 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class II-B4
Certificates on such Distribution Date pursuant to Section 6.05A(c) and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
II-B4 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS II-B4 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class II-B4 Interest Accrual Amount over the
amount actually distributed to the Class II-B4 Certificates on such Distribution
Date pursuant to Section 6.01A(I)(d)(4) (A) and (B).
CLASS II-B5 CERTIFICATE: Any one of the Class II-B5 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 II-A, Class II-M, Class II-B1,
Class II-B2, Class II-B3 and Class II-B4 Certificates, substantially in the form
of the Class B Certificate set forth in Exhibit E hereto.
CLASS II-B5 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 II-B5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class II-B5 Certificates on such
Distribution Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class II-B5
Certificates on such Distribution Date pursuant to Section 6.05A(c) and (iii)
any interest shortfall resulting from the Relief Act allocated to the Class
II-B5 Certificates on such Distribution Date pursuant to Section 6.05A(d).
CLASS II-B5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class II-B5 Interest Accrual Amount over the
amount actually distributed to the Class II-B5 Certificates on such Distribution
Date pursuant to Section 6.01A(I)(d)(5) (A) and (B).
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CLASS LTI-R INTEREST: The sole residual interest in the Lower-Tier I REMIC.
CLASS LTII-R INTEREST: The sole residual interest in the Lower-Tier II
REMIC.
CLASS M CERTIFICATES: The Class I-M Certificates and Class II-M
Certificates, referred to collectively.
CLASS I-M CERTIFICATE: Any one of the Class I-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 I-A Certificates, substantially in
the form of the Class M Certificate set forth in Exhibit D hereto.
CLASS I-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 I-M Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class I-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 I-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 I-M Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS I-M PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class I-M Principal Balance by the Mortgage Pool Principal
Balance related to Mortgage Pool I, but not more than 100%; provided, however,
that on any Distribution Date on which the Class I-B Percentage equals 0%, the
Class I-M Percentage shall equal 100% minus the Class I-A Percentage.
CLASS I-M PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class I-M
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class I-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 I-M Certificates pursuant to Section 6.04); provided that
the Class I-M Principal Balance on the first Distribution Date shall be the
Original Class I-M Principal Balance, and provided further that if the aggregate
Outstanding Certificate Principal Balance of the Class I-B Certificates has been
reduced to zero, as of any Distribution Date, the Class I-M Principal Balance
will equal the excess of the Mortgage Pool Principal Balance related to Mortgage
Pool I (together with the portion of any Monthly Payment due on Mortgage Pool I
but not paid with respect to which an Advance has not been made) over the Class
I-A Principal Balance.
CLASS I-M SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of (A) the sum of the Class I-M Interest Accrual
Amount and any Class I-M Shortfall remaining unpaid for the prior Distribution
Date over (B) the amount actually distributed to the Class I-M
Certificateholders as interest on such Distribution Date pursuant to Section
6.01(I)(c) (A) and (B).
CLASS II-M CERTIFICATE: Any one of the Class II-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 II-A Certificates, substantially
in the form of the Class M Certificate set forth in Exhibit D hereto.
CLASS II-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 II-M Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class II-M Certificates on such Distribution
Date pursuant to Section 6.05A(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class II-M Certificates on such
Distribution Date pursuant to
69
Section 6.05A(c) and (iii) any interest shortfall resulting from the Relief Act
allocated to the Class II-M Certificates on such Distribution Date pursuant to
Section 6.05A(d).
CLASS II-M PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Class II-M Principal Balance by the Mortgage Pool Principal
Balance related to Mortgage Pool II, but not more than 100%; provided, however,
that on any Distribution Date on which the Class II-B Percentage equals 0%, the
Class II-M Percentage shall equal 100% minus the Class II-A Percentage.
CLASS II-M PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class
II-M Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class II-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 II-M Certificates pursuant to Section 6.04A); provided
that the Class II-M Principal Balance on the first Distribution Date shall be
the Original Class II-M Principal Balance, and provided further that if the
aggregate Outstanding Certificate Principal Balance of the Class II-B
Certificates has been reduced to zero, as of any Distribution Date, the Class
II-M Principal Balance will equal the excess of the Mortgage Pool Principal
Balance related to Mortgage Pool II (together with the portion of any Monthly
Payment due on Mortgage Pool II but not paid with respect to which an Advance
has not been made) over the Class II-A Principal Balance.
CLASS II-M SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of (A) the sum of the Class II-M Interest Accrual
Amount and any Class II-M Shortfall remaining unpaid for the prior Distribution
Date over (B) the amount actually distributed to the Class II-M
Certificateholders as interest on such Distribution Date pursuant to Section
6.01(I)(c) (A) and (B).
CLASS MT-R INTEREST: [Reserved].
CLOSING DATE: February 27, 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 SHORTFALL: The Pool I Compensating Interest Shortfall
or the Pool II Compensating Interest Shortfall, as applicable.
COMPONENT: Any of the Class 11-A1 Components.
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.
CUSTODIAN: JPMorgan Chase Bank, N.A., and its permitted successors in
interest.
CUT-OFF DATE: February 1, 2007.
70
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: [Reserved].
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 March
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 Xxxxx'x 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
71
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.
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ERISA: The Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statutes thereto, and applicable U.S. Department
of Labor temporary or final regulations promulgated thereunder.
ERISA QUALIFYING UNDERWRITING: A best efforts or firm commitment
underwriting or private placement that would satisfy the requirements of
Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14797 (March 28, 2002),
as amended, or any substantially similar administrative exemption granted by the
U.S. Department of Labor to Chase, except, in relevant part, for the requirement
that the certificates have received a rating at the time of acquisition that is
in one of the three (or four, in the case of a "designated transaction") highest
generic rating categories by at least one of the Rating Agencies.
ERISA RESTRICTED CERTIFICATE: Any Class I-B3, Class I-B4, Class I-B5, Class
II-B3, Class II-B4 or Class II-B5 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: With respect to either Mortgage Pool I or Mortgage Pool
II, the report of the Custodian or Trustee, as applicable, referred to in
Section 2.02.
EXCESS LOSSES: The Pool I Excess Bankruptcy Losses, Pool I Excess Fraud
Losses and Pool I Special Hazard Losses, referred to collectively, with respect
to Mortgage Pool I or the Pool II Excess Bankruptcy Losses, Pool II Excess
Fraud Losses and Pool II Special Hazard Losses, referred to collectively, with
respect to Mortgage Pool II.
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 the applicable Exchangeable Initial Certificates in accordance
with the Trust Agreement.
EXCHANGEABLE INITIAL CERTIFICATES: The Class 11-A1, Class 11-A5, Class
11-A8, Class 12-A3 and Class 13-A2 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.
FITCH RATINGS: Fitch, Inc. or its successor in interest.
FNMA: The Federal National Mortgage Association, or any successor
organization.
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FNMA GUIDES: The FNMA Sellers' Guide and the FNMA Servicers' Guide, and all
amendments or additions thereto.
GROUP: Any of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6,
Group 7, Group 8, Group 9, Group 10, Group 11, Group 12 and Group 13.
GROUP 1: The group consisting of the Group 1 Mortgage Loans.
GROUP 1 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 1 Mortgage Loans.
GROUP 1 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 1 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 1 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 1-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 2: The group consisting of the Group 2 Mortgage Loans.
GROUP 2 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 2 Mortgage Loans.
GROUP 2 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 2 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 2 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 2-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 3: The group consisting of the Group 3 Mortgage Loans.
GROUP 3 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 3 Mortgage Loans.
GROUP 3 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 3 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 3 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 3-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 4: The group consisting of the Group 4 Mortgage Loans.
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GROUP 4 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 4 Mortgage Loans.
GROUP 4 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 4 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 4 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 4-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 5: The group consisting of the Group 5 Mortgage Loans.
GROUP 5 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 5 Mortgage Loans.
GROUP 5 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 5 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 5 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 5 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 5-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 6: The group consisting of the Group 6 Mortgage Loans.
GROUP 6 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 6 Mortgage Loans.
GROUP 6 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 6 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 6 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 6 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 6-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 7: The group consisting of the Group 7 Mortgage Loans.
GROUP 7 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 7 Mortgage Loans.
GROUP 7 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 7 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
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GROUP 7 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 7 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 7-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 8: The group consisting of the Group 8 Mortgage Loans.
GROUP 8 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 8 Mortgage Loans.
GROUP 8 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 8 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 8 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 8 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 8-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 9: The group consisting of the Group 9 Mortgage Loans.
GROUP 9 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 9 Mortgage Loans.
GROUP 9 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 9 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 9 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 9 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 9-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 10: The group consisting of the Group 10 Mortgage Loans.
GROUP 10 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 10 Mortgage Loans.
GROUP 10 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 10 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 10 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 10 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 10-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 11: The group consisting of the Group 11 Mortgage Loans.
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GROUP 11 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 11 Mortgage Loans.
GROUP 11 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 11 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 11 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 11 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 11-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 12: The group consisting of the Group 12 Mortgage Loans.
GROUP 12 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 12 Mortgage Loans.
GROUP 12 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 12 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 12 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 12 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 12-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP 13: The group consisting of the Group 13 Mortgage Loans.
GROUP 13 MORTGAGE LOANS: Mortgage Loans identified on the Mortgage Loan
Schedule as being Group 13 Mortgage Loans.
GROUP 13 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Group 13 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Scheduled Principal Balances
as of that date.
GROUP 13 SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Scheduled Principal Balance of the Group 13 Mortgage Loans over the
aggregate Outstanding Certificate Principal Balance of the Class 13-A
Certificates (prior to giving effect to distributions to be made on such
Distribution Date).
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).
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INSURED EXPENSES: Expenses covered by any insurance policy.
INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and any
Class of 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.
JPMMAC: X.X. Xxxxxx Mortgage Acquisition Corp., a Delaware corporation, or
its successor in interest.
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.
LIQUIDATED MORTGAGE LOAN: Any Mortgage Loan (a) as to which the Servicer
has determined that all amounts which it expects to recover from or on account
of such Mortgage Loan or property acquired in respect thereof have been
recovered, (b) as to which a Cash Liquidation has taken place or (c) with
respect to which the Mortgaged Property (or stock allocated to a dwelling unit,
in the case of a Co-op Loan) has been acquired by foreclosure or deed in lieu of
foreclosure and a disposition (the term disposition shall include, for purposes
of a repurchase pursuant to Section 11.01, any repurchase of a Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)
pursuant to such Section) of such Mortgaged Property (or stock allocated to a
dwelling unit, in the case of a Co-op Loan) has occurred.
LIQUIDATION EXPENSES: Expenses which are incurred by the Servicer or any
Sub-Servicer in connection with the liquidation of any defaulted Mortgage Loan
or property acquired in respect thereof including, without limitation, legal
fees and expenses, any unreimbursed amount expended by the Servicer pursuant to
Sections 5.16 and 5.21 respecting the related Mortgage Loan and any related and
unreimbursed expenditures for real estate property taxes or for property
restoration or preservation.
LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds) received by the
Servicer in connection with the liquidation of any Mortgage Loan or Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)
acquired in respect thereof, whether through the sale or assignment of such
Mortgage Loan (other than pursuant to Section 5.21), trustee's sale, foreclosure
sale or otherwise, or the sale of the Mortgaged Property (or stock allocated to
a dwelling unit, in the case of a Co-op Loan) if the Mortgaged Property (or
stock allocated to a dwelling unit, in the case of a Co-op Loan) is acquired in
satisfaction of the Mortgage Loan other than amounts required to be paid to the
Mortgagor pursuant to law or the terms of the applicable Mortgage Note.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the numerator
of which is the principal amount of the related Mortgage Loan at the time of
origination (or, (i) for purposes of Section 5.15, at the time of determination
and (ii) for purposes of a Mortgage Loan with respect to which a conversion from
adjustable rate to fixed rate has occurred, at the time of initial origination)
and the denominator of which is the Appraised Value of the related Mortgaged
Property (or applicable dwelling unit, in the case of a Co-op Loan) at the time
of origination or, in the case of a Mortgage Loan financing the acquisition of
the Mortgaged Property (or applicable dwelling unit, in the case of a Co-op
Loan), the sales price of the Mortgaged Property (or applicable dwelling unit,
in the case of a Co-op Loan), if such sales price is less than such appraised
value; provided however, certain Mortgage Loans financing the acquisition of a
Mortgaged Property in New York will be based solely on the appraised value.
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LOWER-TIER I REMIC: The Lower-Tier I REMIC as described in Section 2.04.
LOWER-TIER I REMIC INTEREST: Any one of the Classes of Lower-Tier I REMIC
Interests described in Section 2.04.
LOWER-TIER I REMIC REGULAR INTEREST: Any one of the Lower-Tier I REMIC
Interests other than the Class LTI-R Interest.
LOWER-TIER I REMIC SUBORDINATED BALANCE RATIO: The ratio among the
Uncertificated Principal Balances of each of the Lower-Tier I REMIC Regular
Interests ending with the designation "A" that is equal to the ratio among, with
respect to each such Lower-Tier I REMIC Regular Interest, the excess of (x) the
aggregate 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.
LOWER-TIER II REMIC: The Lower-Tier II REMIC as described in Section 2.04.
LOWER-TIER II REMIC INTEREST: Any one of the Classes of Lower-Tier II REMIC
Interests described in Section 2.04.
LOWER-TIER II REMIC REGULAR INTEREST: Any one of the Lower-Tier II REMIC
Interests other than the Class LTII-R Interest.
LOWER-TIER II REMIC SUBORDINATED BALANCE RATIO: The ratio among the
Uncertificated Principal Balances of each of the Lower-Tier II REMIC Regular
Interests ending with the designation "A" that is equal to the ratio among, with
respect to each such Lower-Tier II REMIC Regular Interest, the excess of (x) the
aggregate 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: Xxxxx'x Investors Service, Inc. or its successor in interest.
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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 GROUP: Pertaining to Group 1, Group 2, Group 3, Group 4, Group 5,
Group 6, Group 7, Group 8, Group 9, Group 10, Group 11, Group 12 and Group 13,
as the case may be.
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 I: The pool of Mortgage Loans set forth on Exhibit A-1.
MORTGAGE POOL II: The pool of Mortgage Loans set forth on Exhibit A-2.
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
$3,765,176,872.
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.
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NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE RATE: With respect to each Mortgage Loan, a per annum rate of
interest for the applicable period equal to the Mortgage Rate less (i) the
Servicing Fee Rate and (ii) in the case of a substitute Mortgage Loan, any
excess of the Mortgage Rate on the substitute Mortgage Loan over the Mortgage
Rate on the removed Mortgage Loan.
NON-MERS MORTGAGE LOAN: Any Mortgage Loan other than a MERS Mortgage Loan.
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 CLASS 1-A PRINCIPAL BALANCE: $620,580,100.
ORIGINAL CLASS 2-A PRINCIPAL BALANCE: $381,258,000.
ORIGINAL CLASS 3-A PRINCIPAL BALANCE: $272,091,000.
ORIGINAL CLASS 4-A PRINCIPAL BALANCE: $116,198,000.
ORIGINAL CLASS 5-A PRINCIPAL BALANCE: $233,342,000.
ORIGINAL CLASS 6-A PRINCIPAL BALANCE: $ 33,092,000.
ORIGINAL CLASS 7-A PRINCIPAL BALANCE: $173,699,000.
ORIGINAL CLASS 8-A PRINCIPAL BALANCE: $431,717,000.
ORIGINAL CLASS 9-A PRINCIPAL BALANCE: $207,379,000.
ORIGINAL CLASS 10-A PRINCIPAL BALANCE: $143,255,000.
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ORIGINAL CLASS 11-A PRINCIPAL BALANCE: $640,048,000.
ORIGINAL CLASS 12-A PRINCIPAL BALANCE: $188,376,000.
ORIGINAL CLASS 13-A PRINCIPAL BALANCE: $249,577,000.
ORIGINAL CLASS I-M PRINCIPAL BALANCE: $ 13,211,000.
ORIGINAL CLASS II-M PRINCIPAL BALANCE: $ 27,527,000.
ORIGINAL CLASS I-B PRINCIPAL BALANCE: $ 15,850,465.
ORIGINAL CLASS II-B PRINCIPAL BALANCE: $ 17,976,307.
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any Class of
Certificates of Certificates or Component (other than the Class 11-S1, Class
11-F1, Class 11-S5, Class 11-F5, Class 11-S8, Class 11-F8, Class 12-S3, Class
12-F3, Class 13-S2 and Class 13-F2 Certificates) and any Distribution Date, the
Original Certificate Principal Balance of such Class or Component minus the sum
of (i) any distributions of principal made on such Class or Component 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 with respect to the related Mortgage Pool distributed on
such date to Certificateholders (as reduced (x) by increases in the Outstanding
Certificate Principal Balance of more senior Classes of Certificates relating to
the same Mortgage Pool 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 relating to the same Mortgage Pool of equal seniority on such
Distribution Date); provided, further, however, that (I) with respect to the
Class of Class B Certificates relating to a Mortgage Pool 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 of the related Mortgage Pool (together with the principal
portion of any related Monthly Payment due on such related Mortgage Pool 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 of the applicable Class B Certificates then outstanding having
the highest numerical class designation) related to such Mortgage Pool; and (II)
(a) with respect to Mortgage Pool I, during such time as the Outstanding
Certificate Principal Balance of the Class I-B1 Certificates equals zero, with
respect to the Class I-M Certificates, the Outstanding Certificate Principal
Balance of such Class shall equal the excess of the Mortgage Pool Principal
Balance related to Mortgage Pool I (together with the principal portion of any
Monthly Payment due on Mortgage Pool I but not paid with respect to which an
Advance has not been made) over the sum of the Outstanding Certificate Principal
Balances of all Class I-A Certificates or (b) with respect to Mortgage Pool II,
during such time as the Outstanding Certificate Principal Balance of the Class
II-B1 Certificates equals zero, with respect to the Class II-M Certificates, the
Outstanding Certificate Principal Balance of such Class shall equal the excess
of the Mortgage Pool Principal Balance related to Mortgage Pool II (together
with the principal portion of any Monthly Payment due on Mortgage Pool II but
not paid with respect to which an Advance has not been made) over the sum of the
Outstanding Certificate Principal Balances of all Class II-A Certificates;
provided, 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.
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OUTSTANDING MORTGAGE LOAN: As to any Distribution Date, a Mortgage Loan
which was not paid in full during the related or any previous Principal
Prepayment Period, which did not become a Liquidated Mortgage Loan during the
related or any previous Principal Prepayment Period and which was not
repurchased under Section 2.02, 3.01, 5.01, 5.21 or 11.01 during the related or
any previous Principal Prepayment Period.
OVERCOLLATERALIZED GROUP: As defined in Section 6.01(I)(b)(ix)(B).
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 of such
Certificate by the aggregate of the Outstanding Certificate Principal Balances
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 Certificates relating to the same Mortgage Pool.
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.
PLAN: As defined in Section 4.02(d)(i).
POOL: Any of Mortgage Pool I or Mortgage Pool II.
POOL I AGGREGATE SUBORDINATED PERCENTAGE: As defined in Section
6.01(I)(b)(xv)(A).
POOL I AVAILABLE DISTRIBUTION AMOUNT: As to any Pool I Mortgage Group or
Pool I Mortgage Groups, on any Distribution Date, an amount equal to the amount
on deposit in the Collection Account with respect to such Pool I Mortgage Group
or Pool I Mortgage Groups as of the close of business two Business Days
immediately preceding the related Distribution Date (but prior to making any
deposits into the Certificate Account on such date) except:
(a) amounts received on particular Mortgage Loans in such Pool I Mortgage
Group or Pool I Mortgage Groups 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;
83
(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 attributable, in each case, to
Mortgage Loans in such Pool I Mortgage Group or Pool I Mortgage Groups;
(c) amounts representing the Servicing Fee attributable in each case to the
Mortgage Loans in such Pool I Mortgage Group or Pool I Mortgage Groups with
respect to such Distribution Date;
(d) amounts representing all or part of a Monthly Payment with respect to a
Mortgage Loan in such Pool I Mortgage Group or Pool I Mortgage Groups 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 in such Pool I Mortgage Group or Pool I Mortgage Groups
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 relating to Mortgage Pool I held
in the Collection Account for the account of the Servicer.
POOL I BANKRUPTCY AMOUNT: As of any date of determination, $150,000.00
minus all Bankruptcy Losses on the Pool I Mortgage Loans, if any, previously
allocated to the Pool I Certificates in accordance with Section 6.04.
POOL I CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution
Date, with respect to any Class of Pool I 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.
POOL I CERTIFICATES: The Class I-A, Class I-M and Class I-B Certificates,
referred to collectively.
POOL I CERTIFICATE GROUP: Each of (i) the Class 1-A Certificates,
collectively, (ii) the Class 2-A Certificates, collectively, (iii) the Class 3-A
Certificates, collectively, (iv) the Class 4-A Certificates, collectively, (v)
the Class 5-A Certificates, collectively, (vi) the Class 6-A Certificates,
collectively, (vii) the Class 7-A Certificates, collectively, (viii) the Class
8-A Certificates, collectively, (ix) the Class 9-A Certificates, collectively
and (x) the Class 10-A Certificates, collectively.
POOL I COMPENSATING INTEREST: The meaning specified in Section 6.05(a).
POOL I COMPENSATING INTEREST SHORTFALL: The meaning specified in Section
6.05(b).
POOL I CREDIT SUPPORT: With respect to each Class of Pool I Subordinated
Certificates (other than the Class I-B5 Certificates), the level of credit
support supporting such Class, expressed as a percentage of the aggregate
Outstanding Certificate Principal Balance of all Classes of Pool I Certificates.
With respect to each Distribution Date, Pool I 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 Pool I
Subordinated Certificates having higher numerical class designations than such
Class (for this purpose, the Class I-M Certificates shall be deemed to have a
lower numerical class designation than each Class of Class I-B
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Certificates) by the aggregate Outstanding Certificate Principal Balance of all
Classes of Pool I Certificates immediately prior to such Distribution Date.
POOL I CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which
the aggregate Outstanding Certificate Principal Balance of the Pool I
Subordinated Certificates has been or will be reduced to zero.
POOL I FINAL SCHEDULED DISTRIBUTION DATE: The Distribution Date in February
2037.
POOL I 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 Pool I Mortgage Loan, including by reason of the denial of
coverage under any related Primary Insurance Policy.
POOL I FRAUD LOSS AMOUNT: As of any date of determination after the Cut-off
Date, an amount (initially, $79,250,176.95) 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 Pool I Mortgage Loans as of the most recent anniversary of the
Cut-off Date minus (b) the aggregate amounts allocated to the Pool I
Certificates with respect to Pool I Fraud Losses on the Pool I 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
Pool I Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (b) the aggregate amounts allocated to the Pool I Certificates with
respect to Pool I Fraud Losses on the Pool I 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.
POOL I EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof,
which exceeds the then applicable Pool I Bankruptcy Amount.
POOL I EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which exceeds
the then applicable Pool I Fraud Loss Amount.
POOL I EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or portion
thereof, that exceeds the then applicable Pool I Special Hazard Amount.
POOL I MORTGAGE GROUP: Group 1, Group 2, Group 3, Group 4, Group 5, Group
6, Group 7, Group 8, Group 9 and Group 10, as applicable.
POOL I ORIGINAL CREDIT SUPPORT: With respect to any Class of Pool I
Subordinated Certificates (other than the Class I-B5 Certificates), the level of
Pool I Credit Support indicated below:
Class I-M: 0.60%
Class I-B1: 0.40%
Class I-B2: 0.25%
Class I-B3: 0.15%
Class I-B4: 0.10%
POOL I ORIGINAL SUBORDINATED PRINCIPAL BALANCE: With respect to any Pool I
Mortgage Group, the related Pool I Subordinated Amount, as of the date of
issuance of the Certificates.
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POOL I SPECIAL HAZARD AMOUNT: Initially, $26,416,725.65. As of the first
anniversary of the Cut-off Date, the Pool I Special Hazard Amount shall be
reduced, but not increased, to the lesser of (i) the initial Pool I Special
Hazard Amount less the sum of all amounts allocated to the Pool I Subordinated
Certificates in respect of Special Hazard Losses on the Pool I Mortgage Loans
during such year or (ii) the Adjustment Amount for such anniversary. As of each
subsequent anniversary of the Cut-off Date, the Pool I Special Hazard Amount
shall be reduced, but not increased, to the lesser of (i) the Pool I Special
Hazard Amount on the immediately preceding anniversary of the Cut-off Date less
the sum of all amounts allocated to the Pool I Subordinated Certificates in
respect of Special Hazard Losses on the Pool I 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 Pool I Mortgage
Loans.
POOL I SUBORDINATED CERTIFICATES: The Class I-M and Class I-B Certificates,
referred to collectively.
POOL I SUBORDINATED OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date, the lesser of (a) the aggregate Outstanding Certificate
Principal Balance of the Pool I Subordinated Certificates (before giving effect
to any distributions of principal on such Distribution Date) and (b) (1) the sum
of: (i) the applicable Pool I Subordinated Percentage of the principal portion
of all Monthly Payments, whether or not received, which were due during the
related Due Period on Mortgage Loans in the related Pool I Group which were
outstanding during such Due Period; (ii) the applicable Pool I Subordinated
Prepayment Percentage of all Principal Prepayments made on related Mortgage
Loans during the related Principal Prepayment Period; (iii) with respect to each
Pool I Mortgage Loan not described in (iv) below, the applicable Pool I
Subordinated 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 Pool I 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 I-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 Section
2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal to the applicable Subordinated
Prepayment Percentage of the principal portion of the Purchase Price (net of
amounts with respect to which a distribution of principal has previously been
made to the Pool I Subordinated Certificateholders).
POOL I SUBORDINATED PERCENTAGE: The Class 1-A Subordinated Percentage, the
Class 2-A Subordinated Percentage, the Class 3-A Subordinated Percentage, the
Class 4-A Subordinated Percentage, the Class 5-A Subordinated Percentage, the
Class 6-A Subordinated Percentage, the Class 7-A Subordinated Percentage, the
Class 8-A Subordinated Percentage, the Class 9-A Subordinated Percentage or the
Class 10-A Subordinated Percentage, as the case may be.
POOL I SUBORDINATED PREPAYMENT PERCENTAGE: The Class 1-A Subordinated
Prepayment Percentage, the Class 2-A Subordinated Prepayment Percentage, the
Class 3-A Subordinated Prepayment Percentage, the Class 4-A Subordinated
Prepayment Percentage, the Class 5-A Subordinated Prepayment Percentage, the
Class 6-A Subordinated Prepayment Percentage, the Class 7-A Subordinated
Prepayment Percentage, the Class 8-A Subordinated Prepayment Percentage, the
Class 9-A Subordinated Prepayment Percentage or the Class 10-A Subordinated
Prepayment Percentage, as the case may be.
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POOL II AGGREGATE SUBORDINATED PERCENTAGE: As defined in Section
6.01A(I)(b)(viii)(A).
POOL II AVAILABLE DISTRIBUTION AMOUNT: As to any Pool II Mortgage Group or
Pool II Mortgage Groups, on any Distribution Date, an amount equal to the amount
on deposit in the Collection Account with respect to such Pool II Mortgage Group
or Pool II Mortgage Groups as of the close of business two Business Days
immediately preceding the related Distribution Date (but prior to making any
deposits into the Certificate Account on such date) except:
(a) amounts received on particular Mortgage Loans in such Pool II Mortgage
Group or Pool II Mortgage Groups 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 attributable, in each case, to
Mortgage Loans in such Pool II Mortgage Group or Pool II Mortgage Groups;
(c) amounts representing the Servicing Fee attributable in each case to the
Mortgage Loans in such Pool II Mortgage Group or Pool II Mortgage Groups with
respect to such Distribution Date;
(d) amounts representing all or part of a Monthly Payment with respect to a
Mortgage Loan in such Pool II Mortgage Group or Pool II Mortgage Groups 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 in such Pool II Mortgage Group or Pool II Mortgage Groups
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 relating to Mortgage Pool II held
in the Collection Account for the account of the Servicer.
POOL II BANKRUPTCY AMOUNT: As of any date of determination, $284,255.08
minus all Bankruptcy Losses on the Pool II Mortgage Loans, if any, previously
allocated to the Pool II Certificates in accordance with Section 6.04A.
POOL II CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution
Date, with respect to any Class of Pool II 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.
POOL II CERTIFICATES: The Class II-A, Class II-M and Class II-B
Certificates, referred to collectively.
POOL II CERTIFICATE GROUP: Each of (i) the Class 11-A Certificates,
collectively, (ii) the Class 12-A Certificates, collectively and (iii) the Class
13-A Certificates, collectively.
POOL II COMPENSATING INTEREST: The meaning specified in Section 6.05A(a).
POOL II COMPENSATING INTEREST SHORTFALL: The meaning specified in Section
6.05A(b).
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POOL II CREDIT SUPPORT: With respect to each Class of Pool II Subordinated
Certificates (other than the Class II-B5 Certificates), the level of credit
support supporting such Class, expressed as a percentage of the aggregate
Outstanding Certificate Principal Balance of all Classes of Pool II
Certificates. With respect to each Distribution Date, Pool II 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 Pool II
Subordinated Certificates having higher numerical class designations than such
Class (for this purpose, the Class II-M Certificates shall be deemed to have a
lower numerical class designation than each Class of Class II-B Certificates) by
the aggregate Outstanding Certificate Principal Balance of all Classes of Pool
II Certificates immediately prior to such Distribution Date.
POOL II CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which
the aggregate Outstanding Certificate Principal Balance of the Pool II
Subordinated Certificates has been or will be reduced to zero.
POOL II FINAL SCHEDULED DISTRIBUTION DATE: The Distribution Date in March
2037.
POOL II 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 Pool II Mortgage Loan, including by reason of the
denial of coverage under any related Primary Insurance Policy.
POOL II FRAUD LOSS AMOUNT: As of any date of determination after the
Cut-off Date, an amount (initially, $33,705,129.21) 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 Pool II Mortgage Loans as of the most recent anniversary
of the Cut-off Date minus (b) the aggregate amounts allocated to the Pool II
Certificates with respect to Pool II Fraud Losses on the Pool II 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
Pool II Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (b) the aggregate amounts allocated to the Pool II Certificates with
respect to Pool II Fraud Losses on the Pool II 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.
POOL II EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof,
which exceeds the then applicable Pool II Bankruptcy Amount.
POOL II EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which
exceeds the then applicable Pool II Fraud Loss Amount.
POOL II EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or portion
thereof, that exceeds the then applicable Pool II Special Hazard Amount.
POOL II MORTGAGE GROUP: Group 11, Group 12 and Group 13, as applicable.
POOL II ORIGINAL CREDIT SUPPORT: With respect to any Class of Pool II
Subordinated Certificates (other than the Class II-B5 Certificates), the level
of Pool II Credit Support indicated below:
Class II-M: 1.60%
Class II-B1: 0.90%
Class II-B2: 0.60%
Class II-B3: 0.35%
Class II-B4: 0.20%
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POOL II ORIGINAL SUBORDINATED PRINCIPAL BALANCE: With respect to any Pool
II Mortgage Group, the related Pool II Subordinated Amount, as of the date of
issuance of the Certificates.
POOL II SPECIAL HAZARD AMOUNT: Initially, $11,572,683.09. As of the first
anniversary of the Cut-off Date, the Pool II Special Hazard Amount shall be
reduced, but not increased, to the lesser of (i) the initial Pool II Special
Hazard Amount less the sum of all amounts allocated to the Pool II Subordinated
Certificates in respect of Special Hazard Losses on the Pool II Mortgage Loans
during such year or (ii) the Adjustment Amount for such anniversary. As of each
subsequent anniversary of the Cut-off Date, the Pool II Special Hazard Amount
shall be reduced, but not increased, to the lesser of (i) the Pool II Special
Hazard Amount on the immediately preceding anniversary of the Cut-off Date less
the sum of all amounts allocated to the Pool II Subordinated Certificates in
respect of Special Hazard Losses on the Pool II 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 Pool II
Mortgage Loans.
POOL II SUBORDINATED CERTIFICATES: The Class II-M and Class II-B
Certificates, referred to collectively.
POOL II SUBORDINATED OPTIMAL PRINCIPAL AMOUNT: With respect to any
Distribution Date, the lesser of (a) the aggregate Outstanding Certificate
Principal Balance of the Pool II Subordinated Certificates (before giving effect
to any distributions of principal on such Distribution Date) and (b) (1) the sum
of: (i) the applicable Pool II Subordinated Percentage of the principal portion
of all Monthly Payments, whether or not received, which were due during the
related Due Period on Mortgage Loans in the related Pool II Group which were
outstanding during such Due Period; (ii) the applicable Pool II Subordinated
Prepayment Percentage of all Principal Prepayments made on related Mortgage
Loans during the related Principal Prepayment Period; (iii) with respect to each
Pool II Mortgage Loan not described in (iv) below, the applicable Pool II
Subordinated 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 Pool II 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 II-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 Section
2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal to the applicable Subordinated
Prepayment Percentage of the principal portion of the Purchase Price (net of
amounts with respect to which a distribution of principal has previously been
made to the Pool II Subordinated Certificateholders).
POOL II SUBORDINATED PERCENTAGE: The Class 11-A Subordinated Percentage,
the Class 12-A Subordinated Percentage or the Class 13-A Subordinated
Percentage, as the case may be.
POOL II SUBORDINATED PREPAYMENT PERCENTAGE: The Class 11-A Subordinated
Prepayment Percentage, the Class 12-A Subordinated Prepayment Percentage or the
Class 13-A Subordinated Prepayment Percentage, as the case may be.
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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, Xxxxx'x 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.
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
Xxxxx'x.
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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 Pool I Realized Interest Shortfall
or the Pool II Realized Interest Shortfall, as defined in Section 6.05(c) and
Section 6.05A(c), respectively.
RECORD DATE: With respect to each Class of Certificates, the close of
business of the last Business Day of the month preceding the month of 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. Sections 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.
RELATED CERTIFICATEHOLDER: With respect to Mortgage Pool I, the Holder of a
Pool I Certificate and, with respect to Mortgage Pool II, the Holder of a Pool
II Certificate.
RELEVANT MORTGAGE LOAN: The meaning specified in Section 5.01.
RELEVANT SALE AGREEMENT: With respect to any reference to CHF as Seller,
the Mortgage Loan Sale Agreement dated as of February 1, 2007 between the
Depositor and CHF, and with respect to any reference to JPMMAC as Seller, the
Mortgage Loan Sale Agreement dated as of February 1, 2007 between the Depositor
and JPMMAC.
RELEVANT SELLER: With respect to the Mortgage Loan Sale Agreement dated as
of February 1, 2007 between the Depositor and CHF, CHF, and with respect to the
Mortgage Loan Sale Agreement dated as of February 1, 2007 between the Depositor
and JPMMAC, JPMMAC.
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 I REMIC, the Upper-Tier I REMIC, the
Lower-Tier II REMIC and the Upper-Tier II 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.
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REMIC REPORTING AGENT: As defined in Section 7.02(b).
REPURCHASE PROCEEDS: All proceeds of any Mortgage Loan or property acquired
in respect thereof repurchased pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01.
RESIDUAL I INTEREST: The interest represented by (i) amounts relating to
Mortgage Pool I, if any, remaining in the Collection Account following
termination of the Trust Fund after payments to the Class I-A Certificateholders
(other than the Class A-R Certificateholders), the Class I-M Certificateholders
and the Class I-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 LTI-R Interest.
RESIDUAL II INTEREST: The interest represented by amounts relating to
Mortgage Pool II, if any, remaining in the Collection Account following
termination of the Trust Fund after payments to the Class II-A
Certificateholders, the Class II-M Certificateholders and the Class II-B
Certificateholders, other than amounts attributable to the Class LTII-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 XxXxxx-Xxxx Companies, Inc. or
its successor in interest.
SALE AGREEMENTS: The Mortgage Loan Sale Agreement dated as of February 1,
2007 between the Depositor and CHF and the Mortgage Loan Sale Agreement dated as
of February 1, 2007 between the Depositor and JPMMAC.
XXXXXXXX-XXXXX 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 Xxxxxxxx-Xxxxx Act of 2002 (as such may be amended from time to time).
SECURITIES ACT: The Securities Act of 1933, as amended.
SELLERS: CHF and JPMMAC.
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))
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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 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).
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
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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 AMOUNT: Any of the Group 1 Subordinated Amount, the Group 2
Subordinated Amount, the Group 3 Subordinated Amount, the Group 4 Subordinated
Amount, the Group 5 Subordinated Amount, the Group 6 Subordinated Amount, the
Group 7 Subordinated Amount, the Group 8 Subordinated Amount, the Group 9
Subordinated Amount, the Group 10 Subordinated Amount, the Group 11 Subordinated
Amount, the Group 12 Subordinated Amount and the Group 13 Subordinated Amount.
SUBORDINATED CERTIFICATES: The Pool I Subordinated Certificates and Pool II
Subordinated Certificates, referred to collectively.
SUBORDINATED PERCENTAGE: Any Pool I Subordinated Percentage or Pool II
Subordinated Percentage, as the case may be.
SUBORDINATED PREPAYMENT PERCENTAGE: Any Pool I Subordinated Prepayment
Percentage or Pool II Subordinated Prepayment Percentage, as the case may be.
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.
TRUST: The Trust created pursuant to this Agreement.
TRUST AGREEMENT: The Trust Agreement dated as of February 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) property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure, (iv) Standard Hazard Policies and any other insurance policies, and
the proceeds thereof and (v) any proceeds of any of the foregoing.
TRUSTEE: The Bank of New York Trust Company, N.A., a national banking
association and its successors and any corporation resulting from or surviving
any consolidation or merger to which it or its successors may be a party, and
any successor trustee at the time serving as successor trustee hereunder,
appointed as herein provided.
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UNCERTIFICATED PRINCIPAL BALANCE: With respect to any Lower-Tier I REMIC
Regular Interest or Lower-Tier II 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 each of the Class 11-A1 Components (which,
for purposes of the REMIC Provisions, shall accrue interest at a per annum rate
equal to the Group 11 Net WAC), the Class 12-A3 Certificates and the Class 13-A2
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.
UNDERCOLLATERALIZED GROUP: As defined in Section 6.01(I)(b)(ix)(B).
UPPER-TIER I REMIC: The Upper-Tier I REMIC as described in Section 2.04.
UPPER-TIER I REMIC REGULAR INTERESTS: Each of the Classes of Pool I
Certificates (other than the Class A-R Certificate).
UPPER-TIER II REMIC: The Upper-Tier II REMIC as described in Section 2.04.
UPPER-TIER II REMIC REGULAR INTERESTS: (i) Each of the Classes of Pool II
Certificates (other than the Exchangeable Initial Certificates and the
Exchangeable Certificates) and (ii) the Uncertificated REMIC Interests.
U.S. PERSON: A "United States Person" as defined in Section 7701(a)(30) of
the Code.
[END OF ARTICLE I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND
Section 2.01 Conveyance of Mortgage Loans. The Depositor, concurrently with
the execution and delivery hereof, does hereby sell, transfer, assign, set over
and convey to the Trustee without recourse all the right, title and interest of
the Depositor in and to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans on or after the Cut-off Date
(other than Monthly Payments due on the Mortgage Loans on or before the Cut-off
Date).
In connection with such assignment, the Depositor does hereby deliver to,
and deposit with, the Custodian on behalf of the Trustee the following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) With respect to each Mortgage Loan which is not a Co-op Loan:
(A) Original Mortgage Note bearing all intervening endorsements, endorsed
"Pay to the order of ______, without recourse" and signed in the name of the
last endorsee by an authorized officer.
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(B) The original Mortgage (including all riders thereto) with evidence of
recording thereon, or a copy thereof certified by the public recording office in
which such Mortgage has been recorded or, if the original Mortgage has not been
returned from the applicable public recording office, a true certified copy of
the original that was sent for recording, certified by the Relevant 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 Relevant 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 Relevant Seller of the original Assignment of Mortgage
together with a certificate of the Relevant 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 Relevant Seller, of
such original document together with certificate of the Relevant Seller
certifying the original of such document has been delivered for recording in the
appropriate recording office of the jurisdiction in which the Mortgaged Property
is located.
(E) If the Mortgage Note or Mortgage or any other material document or
instrument relating to the Mortgage Loan has been signed by a Person on behalf
of the Mortgagor, the original power of attorney or other instrument that
authorized and empowered such Person to sign bearing evidence that such
instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located (or, in lieu thereof, a duplicate or
conformed copy of such instrument, together with a
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certificate of receipt from the recording office, certifying that such copy
represents a true and complete copy of the original and that such original has
been or is currently submitted to be recorded in the appropriate governmental
recording office of the jurisdiction where the Mortgaged Property is located),
or if the original power of attorney or other such instrument has been delivered
for recording in the appropriate public recording office of the jurisdiction in
which the Mortgaged Property is located, a copy of any applicable power of
attorney.
(F) Certified true copy of power of attorney sent for recording.
(iii) With respect to each Co-op Loan:
(A) (I) The 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 loan security agreement entered into by the Mortgagor
with respect to such Co-Op Loan.
(C) Original Form UCC-1 and any continuation statements with evidence of
filing thereon entered into by the Mortgagor with respect to such
Co-Op Loan or if the original of such document has not been returned
from the applicable public recording office, a true certified copy of
the document sent for recording.
(D) Form UCC-3 (or copy thereof) by the applicable Mortgage Loan Seller or
its agent assigning the security interest covered by such Form UCC-1
to "The Bank of New York as trustee" or to blank, together with all
Forms UCC-3 (or copies thereof) showing a complete chain of assignment
from the originator of the related Co-op Loan to the Seller, with
evidence of recording thereon.
(E) Stock certificate representing the stock allocated to the related
dwelling unit in the related residential cooperative housing
corporation and pledged by the related Mortgagor to the originator of
such Co-op Loan with a stock power in blank attached.
(F) Original proprietary lease.
(G) Original assignment of proprietary lease, to the Trustee or to blank,
and all intervening assignments thereof.
(H) Original recognition agreement of the interests of the mortgagee with
respect to the Co-op Loan by the residential cooperative housing
corporation, the stock of which was pledged by the related Mortgagor
to the originator of such Co-op Loan.
(I) Originals of any assumption, consolidation or modification agreements
relating to any of the items specified in (A) through (F) above with
respect to such Co-op Loan.
(J) Certified true copy of power of attorney sent for recording
If in connection with any Mortgage Loan which is not a Co-op Loan the
Depositor cannot deliver the Mortgage, Assignments of Mortgage, or assumption,
consolidation or modification agreement, as the case may be, with evidence of
recording thereon concurrently with the execution and delivery of this Agreement
solely because of a delay caused by the public recording office where such
Mortgage, Assignments of Mortgage, or assumption, consolidation or modification
agreement, as the case may be, has been delivered for recordation, the Depositor
shall deliver or cause to be delivered to the Trustee
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written notice stating that such Mortgage, Assignments of Mortgage, or
assumption, consolidation or modification agreement, as the case may be, has
been delivered to the appropriate public recording office for recordation.
Thereafter, the Depositor shall deliver or cause to be delivered to the Trustee
such Mortgage, Assignments of Mortgage, or assumption, consolidation or
modification agreement, as the case may be, with evidence of recording indicated
thereon upon receipt thereof from the public recording office.
With respect to any Non-MERS Mortgage Loans which are not Co-op Loans, and
as to which the related Mortgaged Property is located in Florida, the Servicer
shall cause to be recorded in the appropriate public recording office for real
property records each Assignment of Mortgage referred to in this Section 2.01 as
soon as practicable. With respect to any Non-MERS Mortgage Loans which are not
Co-op Loans as to which the related Mortgaged Property is located outside of
Florida, the Servicer shall not be obligated to cause to be recorded the
Assignment of Mortgage referred to in this Section 2.01. With respect to Co-op
Loans as to which the related dwelling unit is located in Florida, the Servicer
shall cause to be filed in the appropriate filing office the Form UCC-3 referred
to in this Section 2.01 as soon as practicable. With respect to any Co-op Loans
as to which the related dwelling unit is located outside Florida, the Servicer
shall not be obligated to cause to be filed the Form UCC-3 referred to in this
Section 2.01. While each such Assignment of Mortgage or Form UCC-3 is being
recorded or filed, as applicable, the Servicer shall deliver to the Trustee a
photocopy of such document. If any such Assignment of Mortgage or Form UCC-3 is
returned unrecorded or unfiled to the Servicer because of any defect therein,
the Servicer shall cause such defect to be cured and such document to be
recorded or filed in accordance with this paragraph. The Depositor shall deliver
or cause to be delivered each such original recorded or filed Assignment of
Mortgage and intermediate assignment or Form UCC-3 to the Trustee within 270
days of the Closing Date or shall deliver to the Trustee on or before such date
an Officer's Certificate stating that such document has been delivered to the
appropriate public recording or filing office for recording or filing, but has
not been returned solely because of a delay caused by such recording or filing
office. In any event, the Depositor shall use all reasonable efforts to cause
each such document with evidence of recording or filing thereon to be delivered
to the Trustee within 300 days of the Closing Date.
With respect to each MERS Mortgage Loan, the Trustee, at the expense of the
Depositor and at the direction and with the cooperation of the Servicer, shall
cause to be taken such actions as are necessary to cause the Trustee to be
clearly identified as the owner of each such Mortgage Loan on the records of
MERS for purposes of the system of recording transfers of beneficial ownership
of mortgages maintained by MERS.
The ownership of each Mortgage Note, the Mortgage and the contents of the
related Mortgage File is vested in the Trustee. Neither the Depositor nor the
Servicer shall take any action inconsistent with such ownership and shall not
claim any ownership interest therein. The Depositor and the Servicer shall
respond to any third party inquiries with respect to ownership of the Mortgage
Loans by stating that such ownership is held by the Trustee on behalf of the
Certificateholders. Mortgage documents relating to the Mortgage Loans not
delivered to the Trustee are and shall be held in trust by the Servicer or any
Sub-Servicer, for the benefit of the Trustee as the owner thereof, and the
Servicer's or such Sub-Servicer's possession of the contents of each Mortgage
File so retained is for the sole purpose of servicing the related Mortgage Loan,
and such retention and possession by the Servicer or such Sub-Servicer is in a
custodial capacity only. The Depositor agrees to take no action inconsistent
with the Trustee's ownership of the Mortgage Loans, to promptly indicate to all
inquiring parties that the Mortgage Loans have been sold and to claim no
ownership interest in the Mortgage Loans. Each Mortgage File and the mortgage
documents relating to the Mortgage Loans contain proprietary business
information of the Servicer and its customers. The Trustee and the Depositor
agree that they will not use such information for business purposes without the
express written consent of the Servicer and that all such information shall be
kept strictly confidential.
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It is the intention of this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a conveyance
of Mortgage Loans from any 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 such 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 such
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 Related Certificateholders those
representations and warranties of the Seller contained in the Sale Agreements
and described in Section 3.01 hereof and the benefit of the repurchase
obligations of the Sellers described in Sections 2.02 and 3.01 hereof and the
obligations of the Sellers contained in the Sale Agreements 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 Related
Certificateholders. The Depositor will cause the Relevant 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 Related
Certificateholders, to review each Mortgage File delivered to it within 270 days
after the Closing Date to ascertain that all
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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
Relevant Seller, the Trustee and the Depositor. In addition, the Custodian on
the Trustee's behalf shall also notify the Servicer, the Relevant 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 Relevant 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 Relevant Seller was notified of such omission or defect and, if the Relevant
Seller does not correct or cure such omission or defect within such period, that
the Relevant Seller purchase such Mortgage Loan from the Trustee within 90 days
from the date the Depositor notified the Relevant 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 Relevant 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 Relevant 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 Relevant 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 the
Related 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
Related 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 and Uncertificated REMIC Interests duly
authenticated by the Trustee or, if an Authenticating Agent has been
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appointed pursuant to Section 4.06, the Authenticating Agent in authorized
denominations evidencing ownership of the entire Trust Fund.
Section 2.04 REMIC Elections.
(a) The Depositor hereby instructs and authorizes the Paying Agent to make
appropriate elections to treat the Trust Fund as comprising four REMICs (the
Lower-Tier I REMIC, the Upper-Tier I REMIC, the Lower-Tier II REMIC and the
Upper-Tier II 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 I
REMIC shall hold as assets all property of the Trust Fund relating to Mortgage
Pool I other than the Lower-Tier I REMIC Interests. Each of the Lower-Tier I
REMIC Regular Interests is hereby designated a "regular interest" (within the
meaning of Section 860G(a)(1) of the Code) in the Lower-Tier I REMIC. The
Upper-Tier I REMIC shall hold as assets the several classes of uncertificated
Lower-Tier I REMIC Regular Interests. Each of the Upper-Tier I 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 I REMIC. The Class LTI-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 I REMIC. The Residual I
Interest is hereby designated as the sole residual interest (within the meaning
of Section 860G(a)(2) of the Code) in the Upper-Tier I REMIC. The Lower-Tier II
REMIC shall hold as assets all property of the Trust Fund relating to Mortgage
Pool II other than the Lower-Tier II REMIC Interests. Each of the Lower-Tier II
REMIC Regular Interests is hereby designated a "regular interest" (within the
meaning of Section 860G(a)(1) of the Code) in the Lower-Tier II REMIC. The
Upper-Tier II REMIC shall hold as assets the several classes of uncertificated
Lower-Tier II REMIC Regular Interests. Each of the Upper-Tier II 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 II REMIC. The Class LTII-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 II REMIC. The Residual II
Interest is hereby designated as the sole residual interest (within the meaning
of Section 860G(a)(2) of the Code) in the Upper-Tier II REMIC. The Class A-R
Certificate evidences ownership of the Class LTI-R Interest, the Residual I
Interest, the Class LTII-R Interest and the Residual II Interest. All interests
described in this Section 2.04(a) shall be designated as such on the Startup
Day.
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LOWER-TIER I REMIC
The following table specifies the class designation, interest rate, initial
principal amount and related Group for each class of Lower-Tier I REMIC
Interest.
Initial
Lower-Tier Principal Pass-Through Related
I REMIC Interest Amount Rate Group
---------------- --------- ---------------- --------
LTI-R (1) (1) N/A
LTI1-A (2) Group 1 Net WAC Group 1
LTI1-B (3) Group 1 Net WAC Group 1
LTI2-A (4) Group 2 Net WAC Group 2
LTI2-B (3) Group 2 Net WAC Group 2
LTI3-A (5) Group 3 Net WAC Group 3
LTI3-B (3) Group 3 Net WAC Group 3
LTI4-A (6) Group 4 Net WAC Group 4
LTI4-B (3) Group 4 Net WAC Group 4
LTI5-A (7) Group 5 Net WAC Group 5
LTI5-B (3) Group 5 Net WAC Group 5
LTI6-A (8) Group 6 Net WAC Group 6
LTI6-B (3) Group 6 Net WAC Group 6
LTI7-A (9) Group 7 Net WAC Group 7
LTI7-B (3) Group 7 Net WAC Group 7
LTI8-A (10) Group 8 Net WAC Group 8
LTI8-B (3) Group 8 Net WAC Group 8
LTI9-A (11) Group 9 Net WAC Group 9
LTI9-B (3) Group 9 Net WAC Group 9
LTI10-A (12) Group 10 Net WAC Group 10
LTI10-B (3) Group 10 Net WAC Group 10
(1) The Class LTI-R Interest shall represent the sole class of residual
interest in the Lower-Tier I REMIC. The Class LTI-R Interest will not have
a principal amount or an interest rate. The Class LTI-R Interest shall be
represented by the Class A-R Certificate.
(2) The initial principal amount of the Class LTI1-A Interest shall equal 1% of
the Group 1 Subordinated Amount as of the first Distribution Date.
(3) The initial principal amount of each Lower-Tier I REMIC Interest ending
with the designation "B" shall equal the excess of (i) the aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Group as
of the first Distribution Date over (ii) the initial principal amount of
the Lower-Tier I REMIC Interest ending with the designation "A" that is
related to the same Group.
(4) The initial principal amount of the Class LTI2-A Interest shall equal 1% of
the Group 2 Subordinated Amount as of the first Distribution Date.
(5) The initial principal amount of the Class LTI3-A Interest shall equal 1% of
the Group 3 Subordinated Amount as of the first Distribution Date.
(6) The initial principal amount of the Class LTI4-A Interest shall equal 1% of
the Group 4 Subordinated Amount as of the first Distribution Date.
(7) The initial principal amount of the Class LTI5-A Interest shall equal 1% of
the Group 5 Subordinated Amount as of the first Distribution Date.
(8) The initial principal amount of the Class LTI6-A Interest shall equal 1% of
the Group 6 Subordinated Amount as of the first Distribution Date.
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(9) The initial principal amount of the Class LTI7-A Interest shall equal 1% of
the Group 7 Subordinated Amount as of the first Distribution Date.
(10) The initial principal amount of the Class LTI8-A Interest shall equal 1% of
the Group 8 Subordinated Amount as of the first Distribution Date.
(11) The initial principal amount of the Class LTI9-A Interest shall equal 1% of
the Group 9 Subordinated Amount as of the first Distribution Date.
(12) The initial principal amount of the Class LTI10-A Interest shall equal 1%
of the Group 10 Subordinated Amount as of the first Distribution Date.
Distributions shall be deemed to be made to the Lower-Tier I REMIC Regular
Interests first, so as to keep the Uncertificated Principal Balance of each
Lower-Tier I REMIC Regular Interest ending with the designation "A" equal to 1%
of the excess of (x) the aggregate Principal Balance of the Mortgage Loans in
the related Group over (y) the aggregate class principal amounts of the
Certificate Group related to such Group (except that if 1% of any such excess is
greater than the principal amount of the corresponding Lower-Tier I REMIC
Regular Interest ending with the designation "A", the least amount of principal
shall be distributed to such Lower-Tier I REMIC Regular Interests such that the
Lower-Tier I REMIC Subordinated Balance Ratio is maintained); and second, any
remaining principal to the Lower-Tier I REMIC Regular Interests ending with the
designation "B" in such a manner that the remaining principal balance of each
such Lower-Tier I REMIC Regular Interest equals the excess of the aggregate
Principal Balance of the Mortgage Loans in the related Group over the
Uncertificated Principal Balance of the Lower-Tier I REMIC Regular Interest
ending with the designation "A" which is related to such Group.
Realized Losses with respect to Mortgage Pool I shall be applied after all
distributions have been made on each Distribution Date first, so as to keep the
Uncertificated Principal Balance of each Lower-Tier I REMIC Regular Interest
ending with the designation "A" equal to 1% of the excess of (x) the aggregate
Principal Balance of the Mortgage Loans in the related Group over (y) the
aggregate class principal amounts of the Certificate Group related to such Group
(except that if 1% of any such excess is greater than the principal amount of
the corresponding Lower-Tier I REMIC Regular Interest ending with the
designation "A", the least amount of such Realized Losses shall be allocated to
such Lower-Tier I REMIC Regular Interests such that the Lower-Tier I REMIC
Subordinated Balance Ratio is maintained); and second, the remaining Realized
Losses with respect to Mortgage Pool I shall be allocated to the Lower-Tier I
REMIC Regular Interests ending with the designation "B" in such a manner that
the remaining principal balance of each such Lower-Tier I REMIC Regular Interest
equals the excess of the aggregate Principal Balance of the Mortgage Loans in
the related Group over the Uncertificated Principal Balance of the Lower-Tier I
REMIC Regular Interest ending with the designation "A" which is related to such
Group. All computations with respect to the Lower-Tier I REMIC Interests shall
be taken out to eight decimal places.
If on any Distribution Date there is an increase in the principal amount of
any Class of Pool I Certificates related to Subsequent Recoveries, then, prior
to distributions of principal and allocations of losses on such Distribution
Date with respect to the Lower-Tier I REMIC, there shall be a corresponding
increase in the Uncertificated Principal Balance of the Lower-Tier I REMIC
Regular Interests, with such increase allocated among the Lower-Tier I REMIC
Regular Interests first, to each Lower-Tier I REMIC Regular Interest ending with
the designation "A", so that the Uncertificated Principal Balance of each such
Lower-Tier I REMIC Regular Interest continues to equal the same percentage of
the excess of (x) the Principal Balance of the Mortgage Loans in the related
Group over (y) the aggregate class principal amounts of the Certificate Group
related to such Group and so that the Lower-Tier I REMIC Subordinated Balance
Ratio is maintained; and second, any remaining increase with respect to the Pool
I Certificates allocated to the Lower-Tier I REMIC Regular Interests ending with
the designation "B" in such a manner that the principal balance of each such
Lower-Tier I REMIC Regular Interest equals the
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excess of the aggregate Principal Balance of the Mortgage Loans in the related
Group over the Uncertificated Principal Balance of the Lower-Tier I REMIC
Regular Interest ending with the designation "A" which is related to such Group.
LOWER-TIER II REMIC
The following table specifies the class designation, interest rate, initial
principal amount and related Group for each class of Lower-Tier II REMIC
Interest.
Lower-Tier II Initial Principal Pass-Through
REMIC Interest Amount Rate Related Group
-------------- ----------------- ---------------- -------------
LTII-R (1) (1) N/A
LTII11-A (2) Group 11 Net WAC Group 11
LTII11-B (3) Group 11 Net WAC Group 11
LTII12-A (4) Group 12 Net WAC Group 12
LTII12-B (3) Group 12 Net WAC Group 12
LTII13-A (5) Group 13 Net WAC Group 13
LTII13-B (3) Group 13 Net WAC Group 13
(1) The Class LTII-R Interest shall represent the sole class of residual
interest in the Lower-Tier II REMIC. The Class LTII-R Interest will
not have a principal amount or an interest rate. The Class LTII-R
Interest shall be represented by the Class A-R Certificate.
(2) The initial principal amount of the Class LTII11-A Interest shall
equal 1% of the Group 11 Subordinated Amount as of the first
Distribution Date.
(3) The initial principal amount of each Lower-Tier II REMIC Interest
ending with the designation "B" shall equal the excess of (i) the
aggregate Scheduled Principal Balance of the Mortgage Loans in the
related Group as of the first Distribution Date over (ii) the initial
principal amount of the Lower-Tier II REMIC Interest ending with the
designation "A" that is related to the same Group.
(4) The initial principal amount of the Class LTII12-A Interest shall
equal 1% of the Group 12 Subordinated Amount as of the first
Distribution Date.
(5) The initial principal amount of the Class LTII13-A Interest shall
equal 1% of the Group 13 Subordinated Amount as of the first
Distribution Date.
Distributions shall be deemed to be made to the Lower-Tier II REMIC Regular
Interests first, so as to keep the Uncertificated Principal Balance of each
Lower-Tier II REMIC Regular Interest ending with the designation "A" equal to 1%
of the excess of (x) the aggregate Principal Balance of the Mortgage Loans in
the related Group over (y) the aggregate class principal amounts of the
Certificate Group related to such Group (except that if 1% of any such excess is
greater than the principal amount of the corresponding Lower-Tier II REMIC
Regular Interest ending with the designation "A", the least amount of principal
shall be distributed to such Lower-Tier II REMIC Regular Interests such that the
Lower-Tier II REMIC Subordinated Balance Ratio is maintained); and second, any
remaining principal to the Lower-Tier II REMIC Regular Interests ending with the
designation "B" in such a manner that the remaining principal balance of each
such Lower-Tier II REMIC Regular Interest equals the excess of the aggregate
Principal Balance of the Mortgage Loans in the related Group over the
Uncertificated Principal Balance of the Lower-Tier II REMIC Regular Interest
ending with the designation "A" which is related to such Group.
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Realized Losses with respect to Mortgage Pool II shall be applied after all
distributions have been made on each Distribution Date first, so as to keep the
Uncertificated Principal Balance of each Lower-Tier II REMIC Regular Interest
ending with the designation "A" equal to 1% of the excess of (x) the aggregate
Principal Balance of the Mortgage Loans in the related Group over (y) the
aggregate class principal amounts of the Certificate Group related to such Group
(except that if 1% of any such excess is greater than the principal amount of
the corresponding Lower-Tier II REMIC Regular Interest ending with the
designation "A", the least amount of such Realized Losses shall be allocated to
such Lower-Tier II REMIC Regular Interests such that the Lower-Tier II REMIC
Subordinated Balance Ratio is maintained); and second, the remaining Realized
Losses with respect to Mortgage Pool II shall be allocated to the Lower-Tier II
REMIC Regular Interests ending with the designation "B" in such a manner that
the remaining principal balance of each such Lower-Tier II REMIC Regular
Interest equals the excess of the aggregate Principal Balance of the Mortgage
Loans in the related Group over the Uncertificated Principal Balance of the
Lower-Tier II REMIC Regular Interest ending with the designation "A" which is
related to such Group. All computations with respect to the Lower-Tier II REMIC
Interests shall be taken out to eight decimal places.
If on any Distribution Date there is an increase in the principal amount of
any Class of Pool II Certificates related to Subsequent Recoveries, then, prior
to distributions of principal and allocations of losses on such Distribution
Date with respect to the Lower-Tier II REMIC, there shall be a corresponding
increase in the Uncertificated Principal Balance of the Lower-Tier II REMIC
Regular Interests, with such increase allocated among the Lower-Tier II REMIC
Regular Interests first, to each Lower-Tier II REMIC Regular Interest ending
with the designation "A", so that the Uncertificated Principal Balance of each
such Lower-Tier II REMIC Regular Interest continues to equal the same percentage
of the excess of (x) the Principal Balance of the Mortgage Loans in the related
Group over (y) the aggregate class principal amounts of the Certificate Group
related to such Group and so that the Lower-Tier II REMIC Subordinated Balance
Ratio is maintained; and second, any remaining increase with respect to the Pool
II Certificates allocated to the Lower-Tier II REMIC Regular Interests ending
with the designation "B" in such a manner that the principal balance of each
such Lower-Tier II REMIC Regular Interest equals the excess of the aggregate
Principal Balance of the Mortgage Loans in the related Group over the
Uncertificated Principal Balance of the Lower-Tier II REMIC Regular Interest
ending with the designation "A" which is related to such Group.
(b) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" of each "regular interest" in
each REMIC created hereunder is the Distribution Date immediately following the
latest scheduled maturity of any Mortgage Loan.
(c) The "tax matters person" with respect to each REMIC created hereunder
for purposes of the REMIC Provisions shall be the beneficial owner of the Class
A-R Certificate having the largest Percentage Interest of such Class; provided,
however, that such largest beneficial owner and, to the extent relevant, each
other Holder of a Class A-R Certificate, by its acceptance thereof, irrevocably
appoints the Servicer as its agent and attorney-in-fact to act as "tax matters
person" with respect to each REMIC created hereunder for purposes of the REMIC
provisions.
(d) It is intended that each REMIC created hereunder shall constitute, and
that the affairs of the Trust Fund shall be conducted so as to qualify each
REMIC created hereunder as, a "real estate mortgage investment conduit" as
defined in and in accordance with the REMIC Provisions. In furtherance of such
intention, the Servicer covenants and agrees that it shall act as agent (and the
Servicer is hereby appointed to act as agent) on behalf of the Trust Fund, each
REMIC created hereunder and the Holder of the Class A-R Certificate and that in
such capacity it shall:
105
(i) prepare and file, or cause to be prepared and filed, in a timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
(Form 1066) for each REMIC created hereunder and prepare and file or cause
to be prepared and filed with the Internal Revenue Service and applicable
state or local tax authorities income tax or information returns for each
taxable year with respect to each REMIC created hereunder, using the
calendar year as the taxable year and the accrual method of accounting,
containing such information and at the times and in the manner as may be
required by the Code or state or local tax laws, regulations, or rules, and
shall furnish or cause to be furnished to Certificateholders the schedules,
statements or information at such times and in such manner as may be
required thereby;
(ii) within thirty days of the Closing Date, shall furnish or cause to
be furnished to the Internal Revenue Service, on Form 8811 or as otherwise
may be required by the Code, the name, title, address, and telephone number
of the person that the Holders of the Certificates may contact for tax
information relating thereto (and the Servicer shall act as the
representative of the Trust Fund for this purpose), together with such
additional information as may be required by such Form, and shall update
such information at the time or times in the manner required by the Code;
(iii) make or cause to be made an election, on behalf of each REMIC
created hereunder, to be treated as a REMIC, and make the appropriate
designations, if applicable, in accordance with this Section 2.04 on the
federal tax return of each REMIC hereunder for its first taxable year (and,
if necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if
necessary, state tax authorities, all information returns or reports, or
furnish or cause to be furnished by telephone, mail, publication or other
appropriate method such information, as and when required to be provided to
them in accordance with the REMIC Provisions, including without limitation,
the calculation of any original issue discount;
(v) provide information necessary for the computation of tax imposed
on the transfer of the Class A-R Certificate to a Disqualified
Organization, or an agent (including a broker, nominee or other middleman)
of a Disqualified Organization, or a pass-through entity in which a
Disqualified Organization is the record holder of an interest (the
reasonable cost of computing and furnishing such information may be charged
to the Person liable for such tax);
(vi) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other Person as may be
required to sign such returns by the Code or state or local laws,
regulations or rules; and
(vii) maintain such records relating to each REMIC created hereunder
as may be required by the Code and as may be necessary to prepare the
foregoing returns, schedules, statements or information.
(e) Pursuant to Section 6.02(b), the Servicer, with the consent of the
Trustee, hereby appoints the Global Corporate Trust MBS Group of The Bank of New
York Trust Company, N.A. to perform the duties enumerated in (d) above.
(f) [Reserved].
106
Section 2.05 Permitted Activities of Trust. The Trust is created for the
object and purpose of engaging in the Permitted Activities.
Section 2.06 Qualifying Special Purpose Entity. For purposes of SFAS 140,
the parties hereto intend that the Trust shall be treated as a "qualifying
special purpose entity" as such term is used in SFAS 140 and any successor rule
thereto and its power and authority as stated in Section 2.05 of this Agreement
shall be limited in accordance with paragraph 35 thereof.
[END OF ARTICLE II]
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE SERVICER; REPURCHASE OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Depositor with respect
to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee for the benefit
of the Related Certificateholders that on or before the Closing Date it has
entered into the Sale Agreements with the Sellers, that the Sellers have made
the following representations and warranties with respect to each Mortgage Loan
in the Relevant Sale Agreement as of the Closing Date, which representations and
warranties run to and are for the benefit of the Depositor and the Trustee for
the benefit of the Related Certificateholders, and as to which the Depositor has
assigned to the Trustee for the benefit of the Related Certificateholders,
pursuant to Section 2.01 hereof, the right to cause the Relevant Seller to
repurchase a Mortgage Loan as to which there has occurred an uncured breach of
representations and warranties in accordance with the provisions of the Relevant
Sale Agreement.
(a) The information set forth in the Mortgage Loan Schedule is complete,
true and correct in all material respects;
(b) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage
creates a first lien or a first priority ownership interest in an estate in fee
simple in real property securing the related Mortgage Note. With respect to a
Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first
security interest on the related cooperative shares securing the related
Mortgage Note, subject only to (a) liens of the related residential cooperative
housing corporation for unpaid assessments representing the Mortgagor's pro rata
share of the related residential cooperative housing corporation's payments for
its blanket mortgage, current and future real property taxes, insurance
premiums, maintenance fees and other assessments to which like collateral is
commonly subject and (b) other matters to which like collateral is commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the related security agreement. There are no liens
against or security interest in the cooperative shares relating to each Co-op
Loan (except for unpaid maintenance, assessments and other amounts owed to the
related cooperative which individually or in the aggregate will not have a
material adverse effect on such Co-op Loan), which have priority over the
Trustee's security interest in such cooperative shares;
(c) All payments due prior to the Cut-off Date for such Mortgage Loan have
been made as of the Closing Date, the Mortgage Loan is not delinquent in payment
more than 30 days and has not been dishonored; to the best of the Relevant
Seller's knowledge, there are no material defaults under the terms of the
Mortgage Loan; the Relevant Seller has not advanced funds, or induced, solicited
or knowingly received any advance of funds from a party other than the owner of
the Mortgaged Property subject to the
107
Mortgage (or, with respect to a Co-op Loan, the related Mortgagor), directly or
indirectly, for the payment of any amount required by the Mortgage Loan; there
has been no more than one delinquency in excess of 30 days during the preceding
twelve-month period;
(d) To the best of the Relevant Seller's knowledge, all taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid,
or escrow funds have been established in an amount sufficient to pay for every
such escrowed item which remains unpaid and which has been assessed but is not
yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments. No
Mortgagor has been released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which assumption agreement is
part of the Mortgage File and the terms of which are reflected in the Mortgage
Loan Schedule;
(f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto, and the Mortgagor was not a debtor in any state
or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was
originated;
(g) With respect to a Mortgage Loan which is not a Co-op Loan, all
buildings or other customarily insured improvements upon the Mortgaged Property
are insured by an insurer acceptable under the FNMA Guides against loss by fire,
hazards of extended coverage and such other hazards as are provided for in the
FNMA Guides or by FHLMC. All such standard hazard policies are in full force and
effect and on the date of origination contained a standard mortgagee clause
naming the Relevant Seller and its successors in interest and assigns as loss
payee and such clause is still in effect and all premiums due thereon have been
paid. If required by the Flood Disaster Protection Act of 1973, as amended, the
Mortgaged Property is covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
which policy conforms to FNMA and FHLMC requirements. The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor's cost and expense and to
seek reimbursement therefor from the Mortgagor;
(h) Any and all requirements of any federal, state or local laws and all
applicable predatory and abusive lending laws, including, without limitation,
usury, truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to the
Mortgage Loan have been complied with in all material respects;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole
or in part, or rescinded, and the Mortgaged Property has not been released from
the lien of the Mortgage, in whole or in part nor has any instrument been
executed that would effect any such release, cancellation, subordination or
rescission;
(j) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage
is a valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property, including, all buildings on the Mortgaged Property. The Mortgage and
the Mortgage Note do not contain any evidence of any security
108
interest or other interest or right thereto. Such lien is free and clear of all
adverse claims, liens and encumbrances having priority over the first lien of
the Mortgage subject only to (1) the lien of non-delinquent current real
property taxes and assessments not yet due and payable, (2) covenants,
conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage
lending institutions generally and either (A) which are referred to or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or (B)
which do not adversely affect the Appraised Value of the Mortgaged Property as
set forth in such appraisal, and (3) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property
described therein, and the Depositor has the full right to sell and assign the
same to the Trustee for the benefit of the Certificateholders;
(k) The Mortgage Note and the related Mortgage are original and genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in all respects in accordance with its terms subject to bankruptcy,
insolvency and other laws of general application affecting the rights of
creditors and the Depositor has taken all action necessary to transfer such
rights of enforceability to the Trustee for the benefit of the
Certificateholders. All parties to the Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been
duly and property executed by such parties. The proceeds of the Mortgage Loan
have been fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor have
been complied with;
(l) The Relevant Seller is the sole owner and holder of the Mortgage Loan
and the indebtedness evidenced by the Mortgage Note, except for the Assignments
of Mortgage which have been sent for recording, and upon recordation the
Relevant Seller will be the owner of record of the Mortgage and the indebtedness
evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
Trust for the benefit of the Certificateholders, the Relevant Seller will retain
the Mortgage File or any part thereof with respect thereto not delivered to the
Trust for the benefit of the Certificateholders or its designee in trust only
for the purpose of servicing and supervising the servicing of the Mortgage Loan.
Immediately prior to the transfer and assignment to the Trust for the benefit of
the Certificateholders, the Mortgage Loan, including the Mortgage Note and the
Mortgage, were not subject to an assignment or pledge, and the Depositor had
good and marketable title to and was the sole owner thereof and had full right
to transfer and sell the Mortgage Loan to the Trustee for the benefit of the
Certificateholders free and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest and has the full right and authority subject
to no interest or participation of, or agreement with, any other party, to sell
and assign the Mortgage Loan pursuant to this Agreement and following the sale
of the Mortgage Loan, the Trustee for the benefit of the Certificateholders will
own such Mortgage Loan free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest;
(m) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage
Loan is covered by an ALTA lender's title insurance policy or other generally
acceptable form of policy or insurance acceptable to FNMA or FHLMC, issued by a
title insurer acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j) (1), (2) and (3) above) the Relevant Seller, its
successors and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan. Such lender's title insurance
policy insures ingress and egress by or upon the Mortgaged Property or any
interest therein. Where required by state law or regulation, the Mortgagor has
been given the opportunity
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to choose the carrier of the required mortgage title insurance. The Relevant
Seller, its successors and assigns, are the sole insureds of such lender's title
insurance policy, and such lender's title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the
transactions contemplated by this Agreement. No claims have been made under such
lender's title insurance policy, and no prior holder of the related Mortgage,
including the Relevant Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration
existent, under the Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event permitting
acceleration; and neither the Relevant Seller nor any prior mortgagee has waived
any default, breach, violation or event permitting acceleration;
(o) There are no mechanics', or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such liens) affecting the related Mortgaged Property (or the
related residential dwelling unit in the Underlying Mortgage Property, in the
case of a Co-op Loan) which are or may be liens prior to or equal to the lien of
the related Mortgage;
(p) With respect to a Mortgage Loan which is not a Co-op Loan, all
improvements subject to the Mortgage which were considered in determining the
Appraised Value of the Mortgaged Property lie wholly within the boundaries and
building restriction lines of the Mortgaged Property (and wholly within the
project with respect to a condominium unit) and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which are insured
against by the title insurance policy referred to in clause (m) above and all
improvements on the property comply with all applicable zoning and subdivision
laws and ordinances; the Mortgaged Property is lawfully occupied under
applicable law;
(q) The Mortgage Loan complies in all material respects with all the terms,
conditions and requirements of the Relevant Seller's underwriting standards in
effect at the time of origination of such Mortgage Loan. The Mortgage Notes and
Mortgages (exclusive of any riders) are on forms generally acceptable to FNMA or
FHLMC. Monthly Payments under the Mortgage Note are due and payable on the first
day of each month. The Mortgage contains the usual and enforceable provisions of
the originator at the time of origination for the acceleration of the payment of
the unpaid principal amount of the Mortgage Loan if the related Mortgaged
Property is sold without the prior consent of the mortgagee thereunder;
(r) The Mortgaged Property (or Underlying Mortgaged Property, in the case
of a Co-op Loan), is not subject to any material damage by waste, fire,
earthquake, windstorm, flood or other casualty. To the best of the Relevant
Seller's knowledge, at origination of the Mortgage Loan there was, and there
currently is, no proceeding pending for the total or partial condemnation of the
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan);
(s) The related Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (l) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage subject to applicable federal and state laws and
judicial precedent with respect to bankruptcy and right of redemption or similar
law;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and
duly qualified if required under applicable law to act as such, has been
properly designated and currently so serves and is
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named in the Mortgage, and no fees or expenses, except as may be required by
local law, are or will become payable by the Purchaser to the trustee under the
deed of trust, except in connection with a trustee's sale or attempted sale
after default by the Mortgagor;
(u) The Mortgage File contains an appraisal or a recertification document
(in the case of a Mortgage Loan originated under CHF's Streamlined Refinance
Program) of the related Mortgaged Property (or the related residential dwelling
unit in the Underlying Mortgaged Property, in the case of a Co-op Loan), signed
prior to the final approval of the mortgage loan application by an appraiser
approved by the Relevant Seller who had no interest, direct or indirect, in the
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan. The appraisal
is in a form acceptable to FNMA or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (A) in substantial compliance
with any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property (or Underlying Mortgaged Property, in the case of
a Co-op Loan), is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan
associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage and the security
interest of any applicable security interest of any applicable agreement or
chattel mortgage referred to above and such collateral does not serve as
security for any other obligation;
(x) The Mortgagor has received all disclosure materials required by
applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain "graduated payment" features;
(z) The Mortgagor is not in bankruptcy and, to the best of the Relevant
Seller's knowledge, the Mortgagor is not insolvent;
(aa) The Mortgage Loans are adjustable rate mortgage loans. Each Mortgage
Loan has an original term to maturity of not more than thirty (30) years with
interest payable in arrears on the first day of each month. No Mortgage Loan
contains terms or provisions which would result in negative amortization;
(bb) Each Mortgage Note, each Mortgage, each Assignment of Mortgage and any
other documents required pursuant to this Agreement to be delivered to the
Trustee on behalf of the Certificateholders or its designee, or its assignee for
each Mortgage Loan, have been, on or before the Closing Date, delivered to the
Trustee on behalf of the Certificateholders or its designee, or its assignee;
(cc) All escrow payments have been collected in full compliance with state
and federal law and the provisions of the related Mortgage Note and Mortgage. As
to any Mortgage Loan that is the subject of an escrow, escrow of funds is not
prohibited by applicable law and has been established in an amount sufficient to
pay for every escrowed item that remains unpaid and has been assessed but is not
yet due and payable. No escrow deposits or other charges or payments due under
the Mortgage Note have been capitalized under any Mortgage or the related
Mortgage Note. Any interest required to be paid pursuant to state, federal and
local law has been properly paid and credited;
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(dd) [Reserved];
(ee) In the event that at origination the Mortgage Loan has a Loan-to-Value
Ratio greater than 80%, the excess of the principal balance of the Mortgage Loan
over 75% of the Appraised Value of the Mortgaged Property, with respect to a
refinanced Mortgage Loan, or the lesser of the Appraised Value or the purchase
price of the Mortgaged Property (or Underlying Mortgaged Property, in the case
of a Co-op Loan), with respect to a purchase money Mortgage Loan, is and will be
insured as to payment defaults by a Primary Insurance Policy issued by a
Qualified Insurer, except where the primary mortgage insurance was (i)
impermissible at origination at applicable law, in which case such Mortgage Loan
was originated in accordance with applicable law, (ii) cancelled at the request
of the Mortgagor pursuant to the cancellation requirements of FNMA, FHLMC, state
law or, as applicable the Home Owner and Equity Protection Act of 1994, as
amended, or (iii) automatically terminated in accordance with the termination
requirements of FNMA, FHLMC, state law or, as applicable the Home Owner and
Equity Protection Act of 1994, as amended. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is in full
force and effect, and all premiums due thereunder have been paid. No action,
inaction, or event has occurred and no state of facts exists that has, or will
result in the exclusion from, denial of, or defense to coverage. Any Mortgage
Loan subject to a Primary Insurance Policy obligates the Mortgagor thereunder to
maintain the Primary Insurance Policy and to pay all premiums and charges in
connection therewith. The Mortgage Rate for the Mortgage Loan as set forth on
the Mortgage Loan Schedule is net of any such insurance premium;
(ff) The Assignment of Mortgage is in recordable form and is acceptable for
recording (or, in the case of a Co-op Loan, is in a form acceptable for filing)
under the laws of the jurisdiction in which the Mortgaged Property (or
underlying Mortgaged Property, in the case of a Co-op Loan) is located;
(gg) As to Mortgage Loans that are not secured by an interest in a
leasehold estate, the Mortgaged Property (or Underlying Mortgaged Property, in
the case of a Co-op Loan), is located in the state identified in the Mortgage
Loan Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a two-to four-family dwelling, or an
individual condominium unit in a condominium project, or a dwelling unit in a
residential cooperative housing corporation or an individual unit in an attached
planned unit development or a detached planned unit development, provided,
however, that no residence or dwelling is a single parcel of real property with
a mobile home thereon. As of the date of origination, no portion of the
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), was used for commercial purposes, and since the date of origination, to
the best of the Relevant Seller's knowledge, no portion of the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), is
used for commercial purposes;
(hh) If the Mortgaged Property is a condominium unit or a planned unit
development (other than a de minimis planned unit development), as of the date
of origination of the related Mortgage Loan, such condominium or planned unit
development project met the Relevant Seller's eligibility requirements, as set
forth in the Relevant Seller's underwriting guidelines as of such date; in the
case of each Co-op Loan, the related residential cooperative housing corporation
complied in all material respects with the Relevant Seller's requirements as set
forth in the Relevant Seller's underwriting guidelines as of such date;
(ii) To the best of the Relevant Seller's knowledge, there is no pending
action or proceeding directly involving the Mortgaged Property (or Underlying
Mortgaged Property, in the case of a Co-op Loan), in which compliance with any
environmental law, rule or regulation is an issue;
(jj) As of the Cut-off Date, the Relevant Seller has not granted any
interest rate relief to the Mortgagor under the Relief Act;
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(kk) No Mortgage Loan was made in connection with the construction or
rehabilitation of a Mortgaged Property (or Underlying Mortgaged Property, in the
case of a Co-op Loan), or facilitating the trade-in or exchange of a Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op Loan);
(ll) No action has been taken or failed to be taken by Depositor, on or
prior to the Closing Date, which has resulted or will result in an exclusion
from, denial of, or defense to coverage under any Primary Insurance Policy
(including, without limitation, any exclusions, denials or defenses which would
limit or reduce the availability of the timely payment of the full amount of the
loss otherwise due thereunder to the insured) whether arising out of actions,
representations, errors, omissions, negligence, or fraud of the Depositor, or
for any other reason under such coverage;
(mm) The Mortgage Loan was originated by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of
the National Housing Act, as amended, a savings and loan association, a savings
bank, a commercial bank, credit union, insurance company or similar institution
which is supervised and examined by a federal or state authority;
(nn) Principal payments on the Mortgage Loan commenced no more than sixty
(60) days after funds were disbursed in connection with the Mortgage Loan. The
Mortgage Note is payable on the first day of each month in equal monthly
installments of principal and interest, with interest calculated and payable in
arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity
date, over an original term of not more than thirty years from commencement of
amortization;
(oo) As of the Closing Date, the Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (without regard to Treasury
Regulations Section 1.860G-2(f) or any similar rule that provides that a
defective obligation is a qualified mortgage for a temporary period);
(pp) With respect to a Mortgage Loan that is a Co-op Loan, the stock that
is pledged as security for the Mortgage Loan is held by a Person as a
tenant-stockholder (as defined in Section 216 of the Code) in a cooperative
housing corporation (as defined in Section 216 of the Code);
(qq) As of the Closing Date, the Mortgage Loan is not the subject of
pending or final foreclosure proceedings and the Relevant Seller would not,
based on the delinquency status of the Mortgage Loan, institute foreclosure
proceedings with respect to the Mortgage Loan prior to the next scheduled
payment for the Mortgage Loan;
(rr) As of the Closing Date, the Mortgage Loan does not provide for
interest other than at either (i) a single fixed rate in effect throughout the
term of the Mortgage Loan or (ii) a "variable rate" (within the meaning of
Treasury Regulation Section 1.860G-1(a)(3)) in effect throughout the term of the
Mortgage Loan;
(ss) No Mortgage Loan is a "covered loan" within the meaning of the Georgia
Fair Lending Act of 2002, as amended;
(tt) None of the Mortgage Loans are (a) covered by the Home Ownership and
Equity Protection Act of 1994 or (b) classified as a "high cost" loan or
similarly classified using different terminology under any federal, state or
local law imposing heightened regulatory scrutiny or additional legal liability
for residential mortgage loans having high interest rates, points and/or fees
such as predatory lending laws; None of the Mortgage Loans are "high cost" loans
as defined by the applicable federal, state or local predatory and abusive
lending laws nor is any Mortgage Loan a "High Cost Loan" or "Covered Loan," as
applicable (as such terms are defined in the current Standard & Poor's LEVELS(R)
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Glossary which is now version 5.6 revised, appendix E) and no Mortgage Loan
originated on or after October 1, 2002 through March 6, 2003 is governed by the
Georgia Fair Lending Act of 2002, as amended; and
(uu) As to each Mortgage Loan that is secured by an interest in a leasehold
estate, (i) the use of a leasehold estate for residential properties is an
accepted practice in the area where the related Mortgaged Property is located,
(ii) residential property consisting of leasehold estates is marketable in the
area where the related Mortgaged Property is located, (iii) the related lease
has been recorded in the applicable land records, (iv) the lease is valid and in
good standing and is not subject to any prior lien by which the lease could be
terminated or subject to any charge or penalty, and (v) the remaining term of
the lease does not terminate less than five years after the maturity date of
such Mortgage Loan.
Upon discovery by any of the Depositor, the Servicer or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the value of a Mortgage Loan or the interest of the
Certificateholders (or which materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), the party
discovering such breach shall give prompt written notice to the other parties
and to the Relevant Seller, which notice shall specify the date of discovery.
Pursuant to the Relevant Sale Agreement, the Relevant Seller shall within 90
days from the earlier of (i) the date of receipt of notice of such breach or
(ii) the date the Relevant Seller otherwise discovers such breach, cure such
breach, substitute a Mortgage Loan pursuant to the provisions of Section 3.03
or, if the breach relates to a particular Mortgage Loan, purchase such Mortgage
Loan from the Trustee at the Purchase Price. The Purchase Price for the
purchased Mortgage Loan shall be paid to the Servicer and shall be deposited by
the Servicer in the Collection Account promptly upon receipt, and, upon receipt
by the Trustee of written notification of such deposit signed by a Servicing
Officer, the Trustee shall promptly release to the Relevant Seller the related
Mortgage File, and the Trustee shall execute and deliver such instruments of
transfer or assignment as may be provided to it by the Servicer, without
recourse, as shall be necessary to vest in the Relevant 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 Relevant Seller to cure,
substitute or purchase any Mortgage Loan as to which such a breach has occurred
shall constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholder.
Section 3.02 Representations and Warranties of the Servicer. The Servicer
represents and warrants to, and covenants with, the Trustee for the benefit of
the Related Certificateholders that as of the Closing Date:
(a) The Servicer is a limited liability company duly chartered and validly
existing in good standing under the laws of the State of Delaware, and the
Servicer is duly qualified or registered as a foreign corporation in good
standing in each jurisdiction in which the ownership or lease or its properties
or the conduct of its business requires such qualification;
(b) The execution and delivery of this Agreement by the Servicer and its
performance and compliance with the terms of this Agreement will not violate the
Servicer's certificate of formation or by-laws or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or other
instrument to which the Servicer is a party or which may be applicable to the
Servicer or any of its assets;
(c) This Agreement, assuming due authorization, execution and delivery by
the Trustee and the Depositor, constitutes a valid, legal and binding obligation
of the Servicer, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization,
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moratorium and other laws affecting the enforcement of creditors' rights
generally and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(d) The Servicer is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Servicer or its properties or might have consequences that would affect its
performance hereunder; and
(e) No litigation is pending or, to the best of the Servicer's knowledge,
threatened against the Servicer which would prohibit its entering into this
Agreement or performing its obligations under this Agreement. It is understood
and agreed that the representations and warranties set forth in this Section
3.02 shall survive the issuance and delivery of the Certificates and shall be
continuing as long as any Certificate shall be outstanding or this Agreement has
been terminated.
Section 3.03 Option to Substitute. If either of the Sellers is required to
repurchase any Mortgage Loan pursuant to Section 2.02 or 3.01, that Seller may,
at its option, within two years from the Closing Date, remove such defective
Mortgage Loan from the terms of this Agreement and substitute another mortgage
loan for such defective Mortgage Loan, in lieu of repurchasing such defective
Mortgage Loan. Any substitute Mortgage Loan shall (a) have a Principal Balance
at the time of substitution not in excess of the Principal Balance of the
removed Mortgage Loan (the amount of any difference, plus one month's interest
thereon at the Mortgage Rate borne by the removed Mortgage Loan, being paid by
the Relevant Seller and deemed to be a Principal Prepayment to be deposited by
the Servicer in the Collection Account), (b) have a Mortgage Rate not less than,
and not more than one percentage point greater than, the Mortgage Rate of the
removed Mortgage Loan (provided, however, that if the Mortgage Rate on the
substitute Mortgage Loan exceeds the Mortgage Rate on the removed Mortgage Loan,
the amount of that excess interest (the "Substitute Excess Interest") shall be
payable to the Class A-R Certificate), (c) have a remaining term to stated
maturity not later than, and not more than one year less than, the remaining
term to stated maturity of the removed Mortgage Loan, (d) be, in the reasonable
determination of the Servicer, of the same type, quality and character
(including location of the Mortgaged Property (or underlying Mortgaged Property,
in the case of a Co-op Loan)) as the removed Mortgage Loan as if the breach had
not occurred, (e) have a Loan-to-Value Ratio at origination no greater than that
of the removed Mortgage Loan and (f) be, in the reasonable determination of the
Relevant Seller, in material compliance with the representations and warranties
contained in the Relevant Sale Agreement and described in Section 3.01, as of
the date of substitution.
The Relevant Seller shall amend the Mortgage Loan Schedule to reflect the
withdrawal of the removed Mortgage Loan from this Agreement and the substitution
of such substitute Mortgage Loan therefor and shall send a copy of such amended
Mortgage Loan Schedule to the Servicer and the Trustee. The Sale Agreements
provide that upon such amendment the Relevant Seller shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 3.01 as of the date of such substitution, which shall be
continuing as long as any Certificate shall be outstanding or this Agreement has
not been terminated, and the remedies for breach of any such representation or
warranty shall be as set forth in Section 3.01. Upon such amendment, the
Custodian on behalf of the Trustee shall review the Mortgage File delivered to
it relating to the substitute Mortgage Loan, within the time and in the manner
and with the remedies specified in Section 2.02, except that for purposes of
this Section 3.03 (other than the two-year period specified in the first
sentence of this Section), such time shall be measured from the date of the
applicable substitution. In the event of such a substitution, accrued interest
on the substitute Mortgage Loan for the month in which the substitution occurs
and any Principal Prepayments made thereon during such month shall be the
property of the Trust Fund, and accrued
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interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the
property of the Seller. The principal payment on a substitute Mortgage Loan due
on the Due Date in the month of substitution shall be the property of the
Relevant Seller, and the principal payment on the Mortgage Loan for which the
substitution is made due on such date shall be the property of the Trust Fund.
[END OF ARTICLE III]
ARTICLE IV
THE CERTIFICATES
Section 4.01 The Certificates.
(a) The Class A, Class M and Class B Certificates shall be substantially in
the forms thereof included within Exhibits C, D, E and F and shall, on original
issue, be executed by the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent) upon receipt by the Trustee of the documents specified in
Section 2.01, delivered to or upon the order of the Depositor.
(b) The Depository and the Trustee have entered into a Depository Agreement
dated as of February 27, 2007 (the "Depository Agreement"). Except as provided
in paragraph (c) below, the Book-Entry Certificates shall at all times remain
registered in the name of the Depository or its nominee and at all times: (i)
registration of the Book-Entry Certificates may not be transferred as provided
in Section 4.02 except to a successor to the Depository; (ii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iii) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (iv) the Paying Agent and the Trustee
shall deal with the Depository, Depository Participants and Indirect
Participants as representatives of the Certificate Owners of the Book-Entry
Certificates for purposes of exercising the rights of such Holders under this
Agreement, and requests and directions for and votes of such representatives
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (v) the Paying Agent and the Trustee may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to Indirect Participants and persons shown
on the books of such Indirect Participants as direct or indirect Certificate
Owners. The Depository Agreement provides that the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Certificates.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owners. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
(c) If (i)(A) the Depository advises the Depositor, the Paying Agent or the
Trustee in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and (B) the Trustee, the Paying
Agent or the Depositor are unable after exercise of their reasonable best
efforts to locate a qualified successor or (ii) the Depositor at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee or, if a Paying Agent has been appointed
under Section 4.05, the Paying Agent, shall notify all Certificate Owners,
through the
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Depository, of the occurrence of any such event and of the availability of
definitive, fully registered Certificates (the "Definitive Certificates") to
Certificate Owners requesting the same. Upon surrender to the Trustee or, if a
Paying Agent has been appointed under Section 4.05, the Paying Agent, of the
Book-Entry Certificates by the Depository for registration and receipt by the
Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying
Agent, of an adequate supply of certificates from the Depositor, the Trustee or
if the Paying Agent is appointed under Section 4.05, the Paying Agent shall
issue the Definitive Certificates based on information received from the
Depository. Neither the Depositor, the Servicer, the Paying Agent nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
(d) The Certificates (other than the Class A-R Certificate) shall be
issuable in the minimum original dollar denominations (and integral multiples of
$1.00 in excess of such amount) and aggregate original dollar denominations per
Class (or in the case of the Class 11-S1, Class 11-F1, Class 11-S5, Class 11-F5,
Class 11-S8, Class 11-F8, Class 12-S3, Class 12-F3, Class 13-S2 and Class 13-F2
Certificates, in the minimum denominations based upon the Class 11-S1, Class
11-F1, Class 11-S5, Class 11-F5, Class 11-S8, Class 11-F8, Class 12-S3, Class
12-F3, Class 13-S2 and Class 13-F2 Notional Amounts, respectively) as set forth
in the following table (except that, if necessary, in order to aggregate the
Original Certificate Principal Balance of each of the Class I-B5 and Class II-B5
Certificates, one Certificate of each such Class will be issued in a different
denomination). A single Class A-R Certificate will be issued in definitive form
in a $100 denomination.
The Uncertificated REMIC Interests shall be issued in uncertificated
form and transferred to the Trustee to be held in trust pursuant to the terms of
the Trust Agreement. The Bank of New York Trust Company, N.A., as Trustee and
Paying Agent, is hereby directed and authorized to enter into the Trust
Agreement. In entering into the Trust Agreement and performing its obligations
thereunder, each of the Trustee and the Paying Agent shall be entitled to the
same rights, protections and indemnities afforded to them under this Agreement
in their capacity as Trustee and Paying Agent, respectively.
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Original Certificate
Minimum Principal Balance or
Certificate CUSIP Number Denomination Notional Amount (1)
--------------- ------------ ------------ --------------------
Class 1-A1 161630 AA 6 $ 100,000 $ 80,000,000
Class 1-A2 161630 AB 4 $ 100,000 $ 20,000,000
Class 1-A3 161630 AC 2 $ 100,000 $ 225,000,000
Class 1-A4 161630 AD 0 $ 100,000 $ 14,362,000
Class 1-A5 161630 AE 8 $ 100,000 $ 265,953,000
Class 1-A6 161630 AF 5 $ 100,000 $ 15,265,000
Class 2-A1 161630 AG 3 $ 100,000 $ 296,173,000
Class 2-A2 161630 AH 1 $ 100,000 $ 18,905,000
Class 2-A3 161630 AJ 7 $ 100,000 $ 55,000,000
Class 2-A4 161630 AK 4 $ 100,000 $ 11,180,000
Class 3-A1 161630 AL 2 $ 100,000 $ 264,113,000
Class 3-A2 161630 AM 0 $ 100,000 $ 7,978,000
Class 4-A1 161630 AN 8 $ 100,000 $ 112,791,000
Class 4-A2 161630 AP 3 $ 100,000 $ 3,407,000
Class 5-A1 161630 AQ 1 $ 50,000 $ 226,500,000
Class 5-A2 161630 AR 9 $ 100,000 $ 6,842,000
Class 6-A1 161630 AS 7 $ 100,000 $ 32,122,000
Class 6-A2 161630 AT 5 $ 100,000 $ 970,000
Class 7-A1 161630 AU 2 $ 100,000 $ 168,606,000
Class 7-A2 161630 AV 0 $ 100,000 $ 5,093,000
Class 8-A1 161630 AW 8 $ 100,000 $ 419,058,000
Class 8-A2 161630 AX 6 $ 100,000 $ 12,659,000
Class 9-A1 161630 AY 4 $ 100,000 $ 201,298,000
Class 9-A2 161630 AZ 1 $ 100,000 $ 6,081,000
Class 10-A1 161630 BA 5 $ 100,000 $ 139,054,000
Class 10-A2 161630 BB 3 $ 100,000 $ 4,201,000
Class 11-A1 (3) 161630 BC 1 $ 100,000 $ 613,032,000
Class 11-M1 (3) 161630 BD 9 $ 100,000 (4)
Class 11-S1 (3) 161630 BF 4 $ 100,000 (4)
Class 11-L1 (3) 161630 BE 7 $ 100,000 (4)
Class 11-F1 (3) 161630 BG 2 $ 100,000 (4)
Class 11-A2 161630 BH 0 $ 100,000 $ 27,016,000
Class 11-A3 (3) 161630 BJ 6 $ 100,000 (4)
Class 11-A4 (3) 161630 BK 3 $ 100,000 (4)
Class 11-A5 (3) 161630 BL 1 $ 100,000 (4)
Class 11-M5 (3) 161630 BM 9 $ 100,000 (4)
Class 11-S5 (3) 161630 BN 7 $ 100,000 (4)
Class 11-L5 (3) 161630 BP 2 $ 100,000 (4)
Class 11-F5 (3) 161630 DD 7 $ 100,000 (4)
Class 11-A6 (3) 161630 BQ 0 $ 100,000 (4)
Class 11-A7 (3) 161630 BR 8 $ 100,000 (4)
Class 11-A8 (3) 161630 BS 6 $ 100,000 (4)
Class 11-M8 (3) 161630 BT 4 $ 100,000 (4)
Class 11-S8 (3) 161630 BU 1 $ 100,000 (4)
Class 11-L8 (3) 161630 BV 9 $ 100,000 (4)
Class 11-F8 (3) 161630 BW 7 $ 100,000 (4)
Class 12-A1 161630 BX 5 $ 100,000 $ 105,487,000
Class 12-A2 161630 BY 3 $ 100,000 $ 24,741,000
Class 12-A3 (3) 161630 BZ 0 $ 100,000 $ 50,197,000
Class 12-M3 (3) 161630 CA 4 $ 100,000 (4)
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Original Certificate
Minimum Principal Balance or
Certificate CUSIP Number Denomination Notional Amount (1)
--------------- ------------ ------------ --------------------
Class 12-S3 (3) 161630 CB 2 $ 100,000 (4)
Class 12-L3 (3) 161630 CC 0 $ 100,000 (4)
Class 12-F3 (3) 161630 CD 8 $ 100,000 (4)
Class 12-A4 161630 CE 6 $ 100,000 $ 7,951,000
Class 13-A1 161630 CF 3 $ 100,000 $ 180,075,000
Class 13-A2 (3) 161630 CG 1 $ 100,000 $ 58,967,000
Class 13-M2 (3) 161630 CH 9 $ 100,000 (4)
Class 13-S2 (3) 161630 CJ 5 $ 100,000 (4)
Class 13-L2 (3) 161630 CK 2 $ 100,000 (4)
Class 13-F2 (3) 161630 CL 0 $ 100,000 (4)
Class 13-A3 161630 CM 8 $ 100,000 $ 10,535,000
Class I-M 161630 CP 1 $ 100,000 $ 13,211,000
Class II-M 161630 CQ 9 $ 100,000 $ 27,527,000
Class A-R (3) 161630 CN 6 $ 100 $ 100
Class I-B1 161630 CR 7 $ 100,000 $ 5,283,000
Class II-B1 161630 CS 5 $ 100,000 $ 7,864,000
Class I-B2 161630 CT 3 $ 100,000 $ 3,962,000
Class II-B2 161630 CU 0 $ 100,000 $ 3,370,000
Class I-B3 161630 CX 4 $ 100,000 $ 2,641,000
Class I-B4 161630 CZ 9 $ 100,000 $ 1,320,000
Class I-B5 161630 DB 1 $ 100,000 $ 2,644,465
Class II-B3 161630 CY 2 $ 100,000 $ 2,808,000
Class II-B4 161630 DA 3 $ 100,000 $ 1,685,000
Class II-B5 161630 DC 9 $ 100,000 $ 2,249,307
(1) [Reserved].
(2) The Class A-R Certificate represents the residual interest in each of the
REMIC Pools.
(3) Each of these Classes of Certificates is an Exchangeable Initial
Certificate which will not be issued under this Agreement and instead will
be issued pursuant to the Trust Agreement.
(4) Each of these Classes of Certificates is an Exchangeable Certificate which
will not be issued under this Agreement and instead will be issued pursuant
to the Trust Agreement. The Original Certificate Principal Balance or
notional amount, as applicable, of each such Class of Certificates will be
zero.
The Certificates shall be signed by manual or facsimile signature on behalf
of the Depositor by an officer of the Depositor. Certificates bearing the manual
or facsimile signatures of individuals who were at the time of signature
officers of the Depositor shall bind the Depositor, notwithstanding that such
individuals or any of them have ceased to be an officer prior to the
authentication and delivery of such Certificate or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a manual authentication by an officer of the Trustee (or if an
Authenticating Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent) and such authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Section 4.02 Registration of Transfer and Exchange of Certificates.
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(a) The Trustee or, if a Paying Agent has been appointed under Section
4.05, the Paying Agent, shall cause to be kept a certificate register (the
"Certificate Register") in which, subject to such reasonable regulations as it
may prescribe, the Trustee or, if a Paying Agent has been appointed under
Section 4.05, the Paying Agent, shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee, or if a Paying Agent has been appointed
hereunder pursuant to Section 4.05, the Paying Agent maintained for such
purpose, the Depositor shall execute and the Trustee or if an Authenticating
Agent is appointed under Section 4.06, the Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like Class and aggregate Percentage Interest and
dated the date of authentication by the Authenticating Agent.
(c) No transfer of a Class I-B3, Class I-B4, Class I-B5, Class II-B3, Class
II-B4 or Class II-B5 Certificate shall be made unless such transfer is made
pursuant to an effective registration statement or otherwise in accordance with
the requirements under the Securities Act. If such a transfer is to be made in
reliance upon an exemption from said Act, (i) the Depositor may require (except
with respect to the initial transfer of a Class I-B3, Class I-B4, Class I-B5,
Class II-B3, Class II-B4 or Class II-B5 Certificate from X.X. Xxxxxx Securities
Inc. and except if the transferee executes a certificate substantially in the
form of Exhibit H hereto) a written opinion of independent counsel acceptable to
and in form and substance reasonably satisfactory to the Depositor and the
Trustee that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which opinion of counsel shall not be an
expense of the Trust Fund, the Trustee, the Depositor or the Servicer, and (ii)
the Depositor shall require the transferee to execute a certification
substantially in the form of Exhibit H or Exhibit I.
(d) (i) No transfer of an ERISA Restricted Certificate or a Class A-R
Certificate shall be made unless the prospective transferee provides the
Depositor and the Trustee with (I) a representation as set forth in Exhibit K
for Class A-R Certificates or in Exhibit M for ERISA Restricted Certificates to
the effect that such transferee is not an employee benefit plan subject to Title
I of ERISA, a plan subject to Section 4975 of the Code or a plan or arrangement
subject to any provisions under any federal, state, local, non-U.S. or other
laws or regulations that are substantively similar to the foregoing provisions
of ERISA or the Code ("Similar Law") (collectively, a "Plan"), and is not
directly or indirectly acquiring the Certificate for, on behalf of or with any
assets of any such Plan, or (II) solely in the case of an ERISA Restricted
Certificate, (A) if the Certificate has been the subject of an ERISA-Qualifying
Underwriting, a representation as set forth in Exhibit M that such transferee is
an insurance company that is acquiring the ERISA-Restricted Certificate with
assets contained in an "insurance company general account," as defined in
Section V(E) of Prohibited Transaction Class Exemption ("PTCE") 95-60, and the
acquisition and holding of the Certificate are covered and exempt under Sections
I and III of PTCE 95-60, or (B) solely in the case of a Definitive Certificate,
an Opinion of Counsel reasonably satisfactory to the Depositor and the Trustee
to the effect that the acquisition and holding of such Certificate will not
constitute or result in a nonexempt prohibited transaction under ERISA or the
Code, or a violation of Similar Law, and will not subject the Depositor, the
Servicer or the Trustee to any obligation in addition to those expressly
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Depositor, the Servicer or the Trustee.
(ii) Except in the case of a Definitive Certificate, the
representations set forth in paragraph (i) of this Subsection 4.02(d), other
than subparagraph (i)(II)(B), shall be deemed to have been made to the Depositor
and the Trustee by the transferee's acceptance of an ERISA Restricted
Certificate or a Class A-R Certificate (or the acceptance by a Certificate Owner
of the beneficial interest in any Class of ERISA Restricted Certificates or a
Class A-R Certificate). Notwithstanding any other provision herein
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to the contrary, any purported transfer of an ERISA Restricted Certificate or a
Class A-R Certificate to or on behalf of a Plan without the delivery to the
Depositor of a representation or an Opinion of Counsel reasonably satisfactory
to the Depositor and the Trustee as described above shall be void and of no
effect. None of the Depositor, the Servicer or the Trustee shall be under any
liability to any Person for any registration or transfer of any ERISA Restricted
Certificate or Class A-R Certificate that is in fact not permitted by this
Section 4.02(d) nor shall the Paying Agent be under any liability for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the transfer was registered in accordance with the foregoing
requirements. The Depositor, Servicer, Paying Agent and/or Trustee shall be
entitled, but not obligated, to recover from any Holder of any ERISA Restricted
Certificate or Class A-R Certificate that was in fact a Plan and that held such
Certificate in violation of this Section 4.02(d) all payments made on such ERISA
Restricted Certificate or Class A-R Certificate at and after the time it
commenced such holding. Any such payments so recovered shall be paid and
delivered to the last preceding Holder of such Certificate that is not a Plan.
(e) At the option of a Certificateholder, a Certificate may be exchanged
for another Certificate or Certificates of authorized denominations of a like
Class, upon surrender of the Certificate to be exchanged at any office or agency
of the Trustee, or if a Paying Agent has been appointed under Section 4.05, the
Paying Agent, maintained for such purpose. Whenever the Certificate is so
surrendered for exchange, the Depositor shall execute and the Authenticating
Agent shall authenticate and deliver, the Certificate which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Authenticating Agent duly
executed by, the Holder thereof or his attorney duly authorized in writing.
(f) No service charge shall be made to the Holder for any transfer or
exchange of a Certificate, but the Servicer may require payment by the
Certificateholders of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of such
Certificate.
(g) All Certificates surrendered for transfer or exchange shall be
destroyed by the Trustee or if a Paying Agent has been appointed under Section
4.05, the Paying Agent, in accordance with the Trustee's or, if a Paying Agent
has been appointed under Section 4.05, the Paying Agent's, standard procedures.
(h) [Reserved].
(i) A Disqualified Organization is prohibited from acquiring beneficial
ownership of a Class A-R Certificate. Notwithstanding anything to the contrary
contained herein, (i) unless and until the Servicer and the Trustee shall have
received an Opinion of Counsel, satisfactory to it in form and substance, to the
effect that the absence of the conditions contained in this Section 4.02(i)
would not result in the imposition of federal tax upon any REMIC created
hereunder or cause any REMIC created hereunder to fail to qualify as a REMIC, no
transfer, sale or other disposition of the Class A-R Certificate (including for
purposes of this section any beneficial interest therein) may be made without
the express written consent of the Certificate Registrar or, if no Certificate
Registrar is appointed, the Trustee, which consent is to be granted by the
Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee
only upon compliance with the requirements of this Section and (ii) no transfer,
sale or other disposition of the Class A-R Certificate (or any beneficial
interest therein) may be made to a Person who is not a U.S. Person unless such
Person furnishes the transferor, the Certificate Registrar and the Trustee, with
a duly completed and effective Form W-8ECI (or any successor thereto) or an
Opinion of Counsel to the effect that such transfer is in accordance with the
requirements of the Code and that the transfer will not be
121
disregarded for federal income tax purposes. As a condition to granting its
consent to a transfer of a Class A-R Certificate, the Certificate Registrar or,
if no Certificate Registrar is appointed, the Trustee, shall require the
proposed transferee of such Certificate (including, in the case of the initial
issuance of the Class A-R Certificate, the initial Holder thereof) to execute a
letter and affidavit substantially in the form attached hereto as Exhibit K and
shall require the proposed transferor (other than in the case of the transfer to
the initial Holder) of such Certificate to execute a letter substantially in the
form attached hereto as Exhibit K-1. In the absence of a contrary instruction
from the transferor of such Certificate, declaration (11) in the affidavit in
Exhibit K may be left blank. If the transferor requests by written notice to the
Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee,
prior to the date of the proposed transfer that one of the two other forms of
declaration (11) of such affidavit be used, then the Certificate Registrar or,
if no Certificate Registrar is appointed, the Trustee, shall require that such
form of declaration (11) be included in such affidavit.
As a condition to the granting of the consent referred to in this Section
4.02(i), prior to the transfer, sale, pledge, hypothecation or other disposition
of the Class A-R Certificate or any interest therein, the Certificate Registrar
or, if no Certificate Registrar is appointed, the Trustee shall require that (1)
the proposed transferee deliver to the Trustee or Certificate Registrar, as
applicable, its taxpayer identification number and state, under penalties of
perjury that such number is the social security or employer identification
number, as the case may be, of the transferee or provide an affidavit under
penalties of perjury stating that as of the date of such transfer such
transferee is not and has no intention of becoming a Disqualified Organization;
(2) the proposed transferee deliver to the Trustee or Certificate Registrar, as
applicable, an affidavit stating (i) that such transferee is not acquiring such
Class A-R Certificate as an agent, broker, nominee, or middleman for a
Disqualified Organization, (ii) if the Class A-R Certificate is a "non-economic
residual interest" within the meaning of Treas. Reg. Section 1.860E-1(c)(2), (X)
that no purpose of the acquisition of the Class A-R Certificate is to avoid or
impede the assessment or collection of tax, (Y) that such transferee has
historically paid its debts as they came due and will continue to pay its debts
as they come due, and (Z) that such transferee represents that it understands
that, as the holder of the non-economic residual interest, the transferee may
incur tax liabilities in excess of any cash flows generated by the interest and
that the transferee intends to pay taxes associated with holding the residual
interest, and (iii) unless the Certificate Registrar or, if no Certificate
Registrar is appointed, the Trustee consents to the transfer of the Class A-R
Certificate to a Person who is not a U.S. Person and who has furnished either a
duly completed and effective Form W-8ECI (or any successor thereto) or an
Opinion of Counsel to the effect that the transfer will not be disregarded for
federal income tax purposes, that it is a U.S. Person; (3) if so requested by
the transferor in written notice provided to the Certificate Registrar or, if no
Certificate Registrar is appointed, the Trustee, prior to the date of the
proposed transfer, the proposed transferee deliver to the Trustee or Certificate
Registrar, as applicable, an affidavit that includes a declaration made in the
form of declaration (11) in the affidavit set forth in Exhibit K requested by
the transferor; and (4) the transferor deliver to the Certificate Registrar or,
if no Certificate Registrar is appointed, the Trustee a written certification
that as of the date of such transfer it has no knowledge and no reason to know
that the affirmations described in clauses (1), (2) and (3) were false. The
Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee
shall not grant the consent referred to in this Section 4.02(i) if it has actual
knowledge that any statement made in the affidavit issued pursuant to the
preceding sentence is not true. Notwithstanding any purported transfer, sale or
other disposition of the Class A-R Certificate to a Disqualified Organization or
in violation of the provisions of this Section 4.02(i), such transfer, sale or
other disposition shall be deemed to be of no legal force or effect whatsoever
and such Disqualified Organization shall not be deemed to be a Class A-R
Certificateholder for any purpose hereunder, including, but not limited to, the
receipt of distributions on such Class A-R Certificate. If any purported
transfer shall be in violation of the provisions of this Section 4.02(i) then
the prior Holder of the Class A-R Certificate shall, upon discovery that the
transfer of such Class A-R Certificate was not in fact permitted by this Section
4.02(i), be restored to all rights and obligations as a Holder thereof
retroactive to the date of the purported transfer of such Class A-R Certificate.
The
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Trustee, the Servicer and the Certificate Registrar shall be under no liability
to any Person for any registration or transfer of a Class A-R Certificate that
is not permitted by this Section 4.02(i) or for making payments due on such
Class A-R Certificate to the purported Holder thereof or taking any other action
with respect to such purported Holder under the provisions of this Agreement so
long as the transfer was not registered under the written certification of the
Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee
as described in this Section 4.02(i). The prior Holder shall be entitled to
recover from any purported Holder of a Class A-R Certificate that was in fact
not a permitted purported transferee under this Section 4.02(i) at the time it
became a purported Holder all payments made to such purported Holder on such
Class A-R Certificate; provided that the Servicer shall not be responsible for
such recovery. Each Class A-R Certificateholder, by the acceptance of the Class
A-R Certificate, shall be deemed for all purposes to have consented to the
provisions of this Section 4.02(i) and to any amendment to this Agreement deemed
necessary by counsel of the Trustee or the Servicer to ensure that the Class A-R
Certificate is not transferred to a Disqualified Organization and that any
transfer of such Class A-R Certificate will not cause the imposition of a tax
upon any REMIC created hereunder or cause any REMIC created hereunder to fail to
qualify as a REMIC. The restrictions on transfer of the Class A-R Certificate
will cease to apply and be void upon receipt by the Certificate Registrar or, if
no Certificate Registrar is appointed, the Trustee of an Opinion of Counsel to
the effect that such restrictions on transfer are no longer necessary to avoid
the risk of material federal taxation to any REMIC created hereunder or prevent
any REMIC created hereunder from qualifying as a REMIC.
(j) The Servicer shall make available upon written request to each Holder
and each proposed transferee of a Class I-B3, Class I-B4, Class I-B5, Class
II-B3, Class II-B4 or Class II-B5 Certificate such information as may be
required to permit the proposed transfer to be effected pursuant to Rule 144A
under the Securities Act.
Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has
been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a
Paying Agent has been appointed under Section 4.05, the Paying Agent, receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (b) there is delivered to the Trustee or, if a Paying Agent has
been appointed under Section 4.05, the Paying Agent, such security or indemnity
as may be required by it to save it harmless, then, in the absence of notice to
the Trustee or, if a Paying Agent has been appointed under Section 4.05, the
Paying Agent, that such Certificate has been acquired by a bona fide purchaser,
the Trustee or, if a Paying Agent has been appointed under Section 4.05, the
Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Class. Upon the issuance of any new Certificate under this Section,
the Trustee or, if a Paying Agent has been appointed under Section 4.05, the
Paying Agent, may require of the Certificateholder the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith. Any replacement
Certificate of any Class issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership of the Percentage Interest in
the distributions to which the Certificateholders of such Class are entitled, as
if originally issued, whether or not the mutilated, destroyed, lost or stolen
Certificate shall be found at any time, and such mutilated, destroyed, lost or
stolen Certificate shall be of no force or effect under this Agreement, to the
extent permitted by law.
Section 4.04 Persons Deemed Owners. Prior to due presentation of a
Certificate of any Class for registration of transfer, the Depositor, the
Servicer, the Paying Agent and the Trustee may treat the Person in whose name
any Certificate is registered on the Record Date as the owner of such
Certificate and the Percentage Interest in the distributions to which the
Certificateholders of such Class are entitled on the relevant date as the Holder
of such Certificate and the Percentage Interest represented by such Certificate
for the purpose of receiving remittances pursuant to Section 6.01 and for all
other purposes
123
whatsoever, and neither the Depositor, the Servicer, the Paying Agent nor the
Trustee shall be affected by notice to the contrary.
Section 4.05 Appointment of Paying Agent and Certificate Registrar;
Certificate Account. The Trustee shall appoint a Paying Agent and a Certificate
Registrar (the "Certificate Registrar") hereunder, provided such Paying Agent
and such Certificate Registrar shall not be the Depositor, any Seller, or an
Affiliate of the Depositor or any Seller. No later than two Business Days prior
to each Distribution Date, the Servicer shall deposit or cause to be deposited
with the Paying Agent from funds on deposit in the Collection Account a sum up
to the Available Distribution Amount, such sum to be held in trust for the
benefit of Certificateholders in a segregated account (the "Certificate
Account") which shall be an Eligible Account in the name of "The Bank of New
York Trust Company, N.A., as Trustee, in trust for and for the benefit of the
Certificateholders of Multi-Class Mortgage Pass-Through Certificates, Chase
Mortgage Finance Trust, Series 2007-A1 - Certificate Account". The Paying Agent
shall establish such Certificate Account with a commercial bank, a savings bank
or a savings and loan association. The Paying Agent may invest moneys in the
Certificate Account in Eligible Investments, which shall mature not later than a
date sufficient to make payment on the Distribution Date next following the date
of such investment and shall not be sold or disposed of prior to maturity. All
income and gain realized from any such investment shall be for the benefit of
the Paying Agent as additional compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments (to the extent not offset by income from other
such investments) shall be deposited in the Certificate Account by the Paying
Agent out of its own funds immediately as realized. The Servicer shall cause the
Paying Agent to perform each of the obligations of the Paying Agent set forth
herein and shall be liable to the Trustee and the Certificateholders for failure
of the Paying Agent to perform such obligations. So long as the Paying Agent is
a party other than the Trustee, the Trustee shall have no liability in
connection with the performance or failure of performance of the Paying Agent.
The Trustee designates The Bank of New York Trust Company, N.A. as the initial
Paying Agent and initial Certificate Registrar. Only the Trustee may remove the
Paying Agent and Certificate Registrar and may do so at will, provided that the
Trustee gives 20 days' prior written notice of such removal to the Paying Agent
and Certificate Registrar and the Rating Agencies.
The Paying Agent will hold all sums held by it for the payment to the
Related Certificateholders in trust for the benefit of the Related
Certificateholders entitled thereto until such sums shall be paid to such
Related Certificateholders.
Section 4.06 Authenticating Agents.
(a) The Trustee may appoint one or more Authenticating Agents (each, an
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee in authenticating the Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be an entity organized and
doing business under the laws of the United States of America or of any state,
having a combined capital and surplus of at least $15,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities. So long as the Authenticating Agent is a party
other than the Trustee, the Trustee shall have no liability in connection with
the performance or failure of performance of the Authenticating Agent. The
Trustee hereby appoints the Paying Agent as the initial Authenticating Agent.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to
124
which any Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance within the provisions of this Section 4.06, the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 4.06. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee. Each of the Authenticating Agent,
Certificate Registrar and Paying Agent shall be afforded the same rights,
protections and indemnities as the Trustee as set forth under Article VIII
hereunder.
[END OF ARTICLE IV]
ARTICLE V
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 5.01 Servicer to Service Mortgage Loans. The Servicer shall service
and administer the Mortgage Loans and shall have full power and authority,
acting alone or through Sub-Servicers as provided in Section 5.02, to do any and
all things which it may deem necessary or desirable in connection with such
servicing and administration, all in accordance with Accepted Servicing
Practices. Without limiting the generality of the foregoing, the Servicer in its
own name or in the name of a Sub-Servicer shall, pursuant to a power of attorney
granted hereby by the Trustee for such purposes, when the Servicer or the
Sub-Servicer, as the case may be, believes it appropriate in its best judgment,
to execute and deliver, on behalf of the Related Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments,
with respect to the Mortgage Loans and with respect to the related Mortgaged
Properties; provided, however, that subject to the provisions of this paragraph,
the Servicer may allow a modification with respect to a Mortgage Loan if the
Servicer would take such action in the ordinary course of its business if it
were the owner of the Mortgage Loan. The Servicer will indemnify the Trustee for
any misuse of such power of attorney provided hereunder. The Servicer may agree
to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") upon the
request of the related Mortgagor, provided that (i) the modification is in lieu
of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as
modified, is approximately a prevailing market rate of newly-originated mortgage
loans having similar terms, (ii) the aggregate of the adjusted bases of all
Modified Mortgage Loans (including the Relevant Mortgage Loans) that are assets
of the applicable REMIC plus the aggregate adjusted bases of any assets that are
not qualified mortgages or permitted investments under Section 860G(a) of the
Code that are assets of such REMIC at all times on any day is less than one
percent of the aggregate of the adjusted bases of all assets of such REMIC
(including such Modified Mortgage Loans) on such day, and (iii) the Servicer
purchases the Relevant Mortgage Loan from the Trust Fund as described below.
Effective immediately after such modification, and, in any event, on the same
Business Day on which the modification occurs, all right, title and interest of
the Trustee in and to
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the Modified Mortgage Loan shall automatically be deemed transferred and
assigned to the Servicer and all benefits and burdens of ownership thereof,
including without limitation the right to accrued interest thereon from and
including the date of modification and the risk of default thereon, shall pass
to the Servicer. To confirm such transfer and assignment, the Servicer, as
servicer hereunder, as soon as practicable shall execute an instrument of
assignment of the Modified Mortgage Loan without recourse in customary form to
the Servicer in its individual capacity. The Servicer shall deposit the Purchase
Price for any Modified Mortgage Loan in the Collection Account pursuant to
Section 5.08. Upon receipt by the Trustee of written notification of any such
deposit signed by a Servicing Officer, the Trustee shall release to the Servicer
the related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be necessary
more fully to vest in the Servicer any Modified Mortgage Loan previously
transferred and assigned pursuant thereto. Notwithstanding anything herein to
the contrary, the Servicer shall not make or permit any modification of a
Mortgage Loan that would cause any REMIC Pool to fail to qualify as a REMIC for
federal income tax purposes or that would result in the imposition of any
material tax under Section 860F(a) or Section 860G(d) of the Code.
The Servicer shall furnish to the Trustee for execution and redelivery to
the Servicer or, at the request of the Servicer, a Sub-Servicer, such documents
necessary or appropriate to enable the Servicer to service and administer the
Mortgage Loans and the Trustee shall not be responsible for the Servicer's
application thereof. The Servicer agrees to remain eligible as either a FNMA or
FHLMC seller/servicer, or both, for so long as it is Servicer.
All Servicing Advances made by the Servicer in effecting the timely payment
of taxes, insurance and assessments on the properties subject to the Mortgage
Loans shall not, for the purpose of calculating monthly distributions to Related
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such
Servicing Advances shall be recoverable by the Servicer to the extent permitted
by Sections 5.09 and 5.23.
Section 5.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers;
Enforcement of Sub-Servicer's Obligations.
(a) The Servicer may enter into Sub-Servicing Agreements with Sub-Servicers
for the servicing and administration of all or part of the Mortgage Loans.
References in this Agreement to actions taken or to be taken by the Servicer in
servicing the Mortgage Loans serviced by it include actions taken or to be taken
by a Sub-Servicer on behalf of the Servicer. Each Sub-Servicing Agreement will
be upon such terms and conditions as are not inconsistent with this Agreement
and as the Servicer and the Sub-Servicer have agreed. The Servicer hereby agrees
to notify the Trustee in writing promptly upon the appointment of any
Sub-Servicer. For purposes of this Agreement, the receipt by the Sub-Servicer of
any amount with respect to a Mortgage Loan (other than amounts representing
servicing compensation or reimbursement for an advance) shall be treated as the
receipt by the Servicer of such amount. The Sub-Servicer shall deposit all such
funds in an Eligible Account.
(b) As part of its servicing activities hereunder, the Servicer, for the
benefit of the Trustee and the Related Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements as appropriate, and the pursuit of other
remedies, shall be in such form and carried out to such an extent and at such
time as the Servicer, in its good faith business judgment, would require were it
the owner of the related Mortgage Loans. The Servicer shall pay the costs of
such enforcement at its own expense but shall be reimbursed therefor only (i)
from a general recovery resulting from such enforcement only to the extent, if
any, that such recovery exceeds all amounts due in respect of the related
Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys'
fees against the party against whom such enforcement is directed.
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(c) The Servicer shall not permit a Sub-Servicer to perform any servicing
responsibilities hereunder with respect to the Mortgage Loans unless that
Sub-Servicer first agrees in writing with the Servicer to deliver an Assessment
of Compliance and an Accountant's Attestation in such manner and at such times
that permits the Servicer to comply with Sections 5.25 and 5.26 of this
Agreement.
Section 5.03 Successor Sub-Servicers. The Servicer shall be entitled to
terminate any Sub-Servicing Agreement that may exist in accordance with the
terms and conditions of such Sub-Servicing Agreement and without any limitation
by virtue of this Agreement.
Section 5.04 Liability of the Servicer. Notwithstanding any Sub-Servicing
Agreement, any of the provisions of this Agreement relating to agreements or
arrangements between the Servicer and a Sub-Servicer or reference to actions
taken through a Sub-Servicer or otherwise, the Servicer shall remain obligated
and liable to the Trustee and the Related Certificateholders for the servicing
and administering of the Mortgage Loans in accordance with the provisions of
this Agreement without diminution of such obligation or liability by virtue of
such Sub-Servicing Agreements or arrangements or by virtue of indemnification
from the Sub-Servicer and to the same extent and under the same terms and
conditions as if the Servicer alone were servicing and administering the
Mortgage Loans. The Servicer shall be entitled to enter into any agreement with
a Sub-Servicer for indemnification of the Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 5.05 No Contractual Relationship Between Sub-Servicer and Trustee
or Certificateholders. Any Sub-Servicing Agreement that may be entered into and
any other transactions or services relating to the Mortgage Loans involving a
Sub-Servicer in its capacity as such and not as an originator shall be deemed to
be between the Sub-Servicer and the Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer.
Section 5.06 Termination of Sub-Servicing Agreement. If the Servicer shall
for any reason no longer be the Servicer hereunder (including by reason of any
Event of Default), the Servicer shall thereupon terminate each Sub-Servicing
Agreement that may have been entered into, and the Trustee, its designee or the
successor servicer and the Trustee shall not be deemed to have assumed any of
the Servicer's interest therein or to have replaced the Servicer as a party to
any such Sub-Servicing Agreement.
Section 5.07 Collection of Mortgage Loan Payments. Continuously from the
date hereof until the principal and interest on all Mortgage Loans are paid in
full, the Servicer will proceed diligently to collect all payments due under
each of the Mortgage Loans when the same shall become due and payable; provided,
however, that the Servicer may elect, to the extent consistent with Accepted
Servicing Practices, to waive any late payment charge and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
procedures as it follows with respect to conventional mortgage loans held in its
own portfolio. Any such arrangements shall not diminish or otherwise affect the
Servicer's obligation to make Advances pursuant to Section 6.03.
Section 5.08 Establishment of Collection Account; Deposit in Collection
Account. With respect to all of the Mortgage Loans, the Servicer shall segregate
and hold all funds collected and received pursuant to a Mortgage Loan separate
and apart from any of its own funds and general assets and shall establish and
maintain one or more Collection Accounts for the benefit of the Related
Certificateholders (collectively, the "Collection Account") which are Eligible
Accounts, in the form of a trust account, in the name of "The Bank of New York
Trust Company, N.A., as Trustee, in trust for and for the benefit of the
Certificateholders of Multi-Class Mortgage Pass-Through Certificates, Chase Home
Finance LLC as subservicer for JPMorgan Chase Bank, N.A. as Servicer, Chase
Mortgage Finance Trust,
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Series 2007-A1 - Collection Account." Such Collection Account shall be
established with a commercial bank, a savings bank or a savings and loan
association. The Servicer may invest, or cause the institution maintaining the
Collection Account to invest, moneys in the Collection Account in Eligible
Investments, which shall mature not later than two Business Days preceding the
Distribution Date next following the date of such investment and shall not be
sold or disposed of prior to its maturity. All income and gain realized from any
such investment shall be for the benefit of the Servicer as additional
compensation and shall be subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any such investments (to the
extent not offset by income from other such investments) shall be deposited in
the Collection Account by the Servicer out of its own funds immediately as
realized; provided, however, that if the Trustee becomes the Servicer, the
Trustee shall not be required to deposit the amount of any loss incurred prior
to it becoming the Servicer.
The Servicer shall deposit or cause to be deposited in the Collection
Account on a daily basis (and not later than the second Business Day following
receipt), and retain therein:
(i) All payments which were received after the Cut-off Date on account
of principal of the Mortgage Loans (other than the principal portion of
Monthly Payments due on or before the Cut-off Date), and all Principal
Prepayments collected on or after the Cut-off Date;
(ii) All payments which were received after the Cut-off Date on
account of interest on the Mortgage Loans (net of the Servicing Fee)(other
than the interest portion of Monthly Payments due on or before the Cut-off
Date);
(iii) Any Subsequent Recovery or Net Liquidation Proceeds;
(iv) All Insurance Proceeds received by the Servicer under any title,
hazard or other insurance policy, including amounts required to be
deposited pursuant to Sections 5.16 and 5.20, other than proceeds to be
held in the Escrow Account or applied to the restoration or repair of the
Mortgaged Property (or Underlying Mortgaged Property, in the case of a
Co-op Loan) or released to the Mortgagor in accordance with the Servicer's
normal servicing procedures or otherwise applied or held as required by
applicable law;
(v) All awards or settlements in respect of condemnation proceedings
affecting any Mortgaged Property (or Underlying Mortgaged Property, in the
case of a Co-op Loan), which are not released to the Mortgagor in
accordance with the Servicer's normal servicing procedures;
(vi) All Repurchase Proceeds;
(vii) All Advances made by the Servicer pursuant to Section 6.03;
(viii) All amounts representing revenues under the insurance provided
pursuant to Section 5.19 to the extent of any losses borne by any
Certificateholder;
(ix) All revenues from any Mortgaged Property (or Underlying Mortgaged
Property in the case of a Co-op Loan) acquired by the Servicer by
foreclosure or deed in lieu of foreclosure net of any Servicing Advances
with respect to such Mortgaged Property (or Underlying Mortgaged Property
in the case of a Co-op Loan); and
(x) Any other amounts required to be deposited therein pursuant to
this Agreement.
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The Servicer shall maintain accounting records on a Mortgage Loan by
Mortgage Loan basis with respect to the Collection Account. The Servicer shall
give notice to the Trustee, any Paying Agent, the Depositor and each Rating
Agency of any change in the location of the Collection Account, prior to the use
thereof. Notwithstanding anything to the contrary herein, no Monthly Payment or
any portion thereof shall be permitted to remain in the Collection Account for
more than 12 months. Any Monthly Payment or any portion thereof that has
remained in the Collection Account for 12 months shall be deemed a Principal
Prepayment and distributed to Certificateholders pursuant to the provisions of
this Agreement on the Distribution Date immediately following the end of such 12
month period.
Section 5.09 Permitted Withdrawals from the Collection Account. The
Servicer may, from time to time, withdraw funds from that portion of the
Collection Account relating to a particular Mortgage Pool for the following
purposes:
(a) to reimburse itself for Advances made pursuant to Section 6.03
(including amounts to reimburse the related Sub-Servicer for advances made
pursuant to the applicable Sub-Servicing Agreement), the Servicer's and the
related Sub-Servicer's right to receive reimbursement pursuant to this subclause
(a) being limited to amounts received on particular Mortgage Loans which
represent Late Collections (net of the Servicing Fees) with respect to those
particular Mortgage Loans;
(b) to pay itself the Servicing Fee relating to such Mortgage Pool;
(c) to reimburse itself for unreimbursed Servicing Advances, or to pay the
related Sub-Servicer any unreimbursed Servicing Advances, relating to such
Mortgage Pool, the Servicer's right to receive reimbursement or make payments to
the Sub-Servicer pursuant to this subclause (c) with respect to any Mortgage
Loan being limited to related Liquidation Proceeds, Insurance Proceeds,
Subsequent Recoveries and condemnation awards;
(d) to reimburse itself (or the related Sub-Servicer) or the Depositor for
expenses incurred by and recoverable by or reimbursable to it with respect to
such Mortgage Pool pursuant to Section 5.01 or 5.16;
(e) to reimburse itself (or the related Sub-Servicer) for any
Nonrecoverable Advances relating to such Mortgage Pool;
(f) to pay to itself (or the related Sub-Servicer) income earned on the
investment of funds relating to such Mortgage Pool deposited in the Collection
Account;
(g) to make deposits into that portion of the Certificate Account relating
to such Mortgage Pool in the amounts and in the manner provided for herein;
(h) to make payments relating to such Mortgage Pool to itself or others
pursuant to any provision of this Agreement, and to clear and terminate the
Collection Account upon the termination of this Agreement; and
(i) to withdraw amounts deposited in error.
Section 5.10 Establishment of Escrow Account; Deposits in Escrow Account.
With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer
collects Escrow Payments, if any, the Servicer shall, and shall cause any
Sub-Servicer to, segregate and hold all funds collected and received pursuant to
each such Mortgage Loan which constitute Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain one or
more Escrow Accounts, in the
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form of trust accounts. Such Escrow Accounts shall be established with a
commercial bank, a mutual savings bank or a savings and loan association the
deposits of which are insured by the FDIC in a manner which shall provide
maximum available insurance thereunder, and which may be drawn on by the
Servicer. The Servicer shall, if requested by the Trustee, give notice to the
Trustee of the location of any Escrow Account. Nothing in this paragraph shall
be deemed to require the Servicer to collect Escrow Payments in the absence of a
provision in the related Mortgage requiring such collection.
The Servicer shall deposit, or cause to be deposited, in any Escrow Account
or Accounts on a daily basis, and retain therein, (i) all Escrow Payments
collected on account of any Mortgage Loans serviced by the Servicer, for the
purpose of effecting timely payment of any such items as required under the
terms of this Agreement and (ii) all amounts representing proceeds of any hazard
insurance policy which are to be applied to the restoration or repair of any
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan). The Servicer shall make withdrawals therefrom only to effect such
payments as are required under this Agreement, and for such other purposes as
are set forth in Section 5.11. The Servicer shall be entitled to retain any
interest paid on funds deposited in the Escrow Account by the depository
institution other than interest on escrowed funds required by law to be paid to
the related Mortgagor and, to the extent required by law, the Servicer shall pay
interest on escrowed funds to the related Mortgagor notwithstanding that the
Escrow Account is non-interest-bearing or that interest paid thereon is
insufficient for such purposes.
Section 5.11 Permitted Withdrawals from Escrow Account. Withdrawals from
any Escrow Account or Accounts may be made by a Servicer only (i) to effect
timely payments of ground rents, taxes, assessments, water rates, Standard
Hazard Policy premiums, or other items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer for any Servicing Advance made
by the Servicer, with respect to a related Mortgage Loan but only from amounts
received on the related Mortgage Loan which represent late payments or
collections of Escrow Payments thereunder, (iii) to refund to any Mortgagor any
funds found to be in excess of the amounts required under the terms of the
related Mortgage Loan or under applicable law, (iv) for application to
restoration or repair of the property subject to the related Mortgage, (v) to
pay to the Servicer, or to the Mortgagor to the extent required by law, any
interest paid on the funds deposited in the Escrow Account, (vi) to clear and
terminate the Escrow Account on the termination of this Agreement or (vii) to
withdraw amounts deposited in error.
Section 5.12 Payment of Taxes, Insurance and Other Charges. With respect to
each Mortgage Loan, the Servicer shall maintain, or cause to be maintained,
accurate records reflecting any delinquencies or nonpayments with regard to
taxes, assessments and Standard Hazard Policy premiums. The Servicer assumes
full responsibility for ensuring the payment of all such bills and shall effect
payments of all such bills irrespective of each Mortgagor's faithful performance
in the payment of same or the making of the Escrow Payments and shall make
advances from its own funds to effect such payments.
Section 5.13 Transfer of Accounts. The Servicer may transfer the Collection
Account or Escrow Account to an Eligible Account maintained with a different
depository institution from time to time and shall notify the Trustee and the
Paying Agent of any such transfer.
Section 5.14 [Reserved].
Section 5.15 Maintenance of the Primary Insurance Policies. The Servicer
shall not take, or permit any related Sub-Servicer to take, any action which
would result in non-coverage under any applicable Primary Insurance Policy of
any loss which, but for the actions of the Servicer or Sub-Servicer, would have
been covered thereunder. Except as otherwise required by applicable law, to the
extent coverage is available and until the Loan-to-Value Ratio of the related
Mortgage Loan is reduced to 80%, the Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy in
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an amount equal to the amount by which the unpaid principal balance of the
related Mortgage Loan exceeds 75% of the value (as described in the definition
of Loan-to-Value Ratio) of the related Mortgaged Property (or Underlying
Mortgaged Property, in the case of a Co-op Loan). The Servicer shall not cancel
or refuse to renew any such Primary Insurance Policy or consent to any related
Sub-Servicer canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
rated at least as high as the original insurer or is acceptable to each Rating
Agency as confirmed in writing by each such Rating Agency, unless otherwise
required by law.
Section 5.16 Maintenance of Standard Hazard Policies.
(a) The Servicer shall cause to be maintained for each Mortgage Loan (other
than a Co-op Loan) a Standard Hazard Policy with extended coverage as is prudent
in the area where the Mortgaged Property is located in an amount which is equal
to the greater of (i) the lesser of (A) 100% of the maximum insurable value of
the improvements securing such Mortgage Loan or (B) the principal balance owing
on such Mortgage Loan, or (ii) such amount required to prevent the Mortgagor or
mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area
identified at the time of origination in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available) the Servicer will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (i) the
outstanding Principal Balance of the Mortgage Loan, (ii) the full insurable
value or (iii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended. The Servicer shall also
maintain on property acquired upon foreclosure, or by deed in lieu of
foreclosure, of any Mortgage Loan, fire and hazard insurance with extended
coverage in an amount which is not less than the lesser of (i) the outstanding
Principal Balance of the Mortgage Loan or (ii) the maximum insurable value of
the improvements which are a part of such property, liability insurance, and, to
the extent available, flood insurance in an amount as provided above. Any
amounts collected by the Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the property subject to the related
Mortgage or property acquired in liquidation of the Mortgage Loan, or released
to the Mortgagor in accordance with the Servicer's normal servicing procedures)
shall be deposited, subject to applicable law, in the Collection Account. It is
understood and agreed that no earthquake or other additional insurance need be
required by the Servicer of any Mortgagor or maintained on property acquired in
respect of a Mortgage Loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All such Standard Hazard Policies and other policies shall
be endorsed with standard mortgagee clauses with loss payable to the Servicer or
its designee. Any such Standard Hazard Policies or other policies may be in the
form of blanket policies; provided, however, that in the event of any claim
arising in connection with a hazard loss the Servicer shall be obligated, in the
case of blanket insurance policies, to deposit in the Collection Account any
amount not payable under such blanket policy because of a deductible clause in
such policy and not otherwise payable under an individual policy. The Servicer
shall not interfere with the Mortgagor's freedom of choice in selecting either
his insurance carrier or agent; provided, however, that the Servicer shall not
accept any such insurance policies from insurance companies unless such
companies are acceptable insurers in the discretion of the Servicer.
(b) Any cost incurred by the Servicer in maintaining any of the foregoing
insurance shall not, for the purpose of calculating monthly distributions to
Related Certificateholders, be added to the amount owing under the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs
(other than the costs of maintaining a blanket hazard insurance policy not
attributable to a specific
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Mortgaged Property) shall be recoverable by the Servicer from the Mortgagor or
out of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds or to
the extent permitted by Section 5.09.
Section 5.17 [Reserved].
Section 5.18 [Reserved].
Section 5.19 Fidelity Bond and Errors and Omissions Insurance. The Servicer
shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies on
all officers, employees or other persons acting on behalf of the Servicer in any
capacity with regard to the Mortgage Loans to handle funds, money, documents and
papers relating to the Mortgage Loans. Any such fidelity bond and errors and
omissions insurance shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons and shall be maintained at a level acceptable to
FNMA. No provision of this Section 5.19 requiring such fidelity bond and errors
and omissions insurance shall diminish or relieve the Servicer from its duties
and obligations as set forth in this Agreement. Upon request of the Trustee, the
Servicer shall cause to be delivered to the Trustee a certification evidencing
coverage under such fidelity bond and insurance policy. Promptly upon receipt of
any notice from the surety or the insurer that such fidelity bond or insurance
policy has been terminated or modified in a materially adverse manner, the
Servicer shall notify the Trustee and each Rating Agency of any such termination
or modification.
Section 5.20 Collections under Insurance Policies; Enforcement of
Due-On-Sale Clauses; Assumption Agreements.
(a) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to present, on behalf of itself, the Trustee
and the Related Certificateholders, claims to the insurer under any Standard
Hazard Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any insurance policies. Pursuant to Section
5.08, the Servicer shall deposit Insurance Proceeds in the Collection Account.
(b) When any Mortgaged Property (or stock allocated to a dwelling unit, in
the case of a Co-op Loan) is conveyed by the Mortgagor, the Servicer shall
enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to
the extent permitted by such Mortgage Note or Mortgage, applicable law and
governmental regulations. Subject to the foregoing, the Servicer is authorized
to take or enter into an assumption or substitution agreement from or with the
Person to whom such property has been or is about to be conveyed. In connection
with such assumption or substitution, the Servicer shall apply such underwriting
standards and follow such practices and procedures as shall be normal and usual
and as it applies to mortgage loans owned solely by it.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any conveyance by the
Mortgagor of the Mortgaged Property (or stock allocated to a dwelling unit, in
the case of a Co-op Loan) or any assumption of a Mortgage Loan by operation of
law which the Servicer in good faith determines it may be restricted by law from
preventing, for any reason whatsoever.
(c) Subject to the Servicer's duty to enforce any due-on-sale clause to the
effect set forth in Section 5.20(b), in any case in which a Mortgaged Property
(or stock allocated to a dwelling unit, in the case of a Co-op Loan) is to be
conveyed to a Person by a Mortgagor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage, the Servicer shall so notify the Trustee by forwarding to the
Trustee the original copy of such assumption or
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substitution agreement, which copy shall be added by the Trustee to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting a
part thereof. In connection with any such assumption, modification agreement or
substitution agreement, the interest rate of the related Mortgage Note shall not
be changed, the principal amount of the Mortgage Note shall not be increased or
decreased and the maturity of the Mortgage Note shall not be extended, nor shall
it be shortened by more than one year. Any fee collected by the Servicer for
entering into an assumption or substitution of liability agreement with respect
to such Mortgage Loan shall be retained by the Servicer as additional servicing
compensation.
Section 5.21 Income and Realization from Defaulted Mortgage Loans. The
Servicer, on behalf of the Trustee, shall foreclose upon or otherwise comparably
convert the ownership of Mortgaged Properties (or stock allocated to a dwelling
unit, in the case of a Co-op Loan) securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 5.07, shall
manage, conserve, protect and operate such Mortgaged Properties (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) for the purposes of
their prompt disposition and sale, and shall dispose of such Mortgaged
Properties (or stock allocated to a dwelling unit, in the case of a Co-op Loan)
on such terms and conditions as it deems in the best interests of the Related
Certificateholders. The Servicer shall sell such property prior to the close of
the third calendar year beginning after the year in which such foreclosure or
conversion occurs or such longer period as would not prevent such Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)
from constituting "foreclosure property" within the meaning of Section
860G(a)(8) of the Code. The Servicer will ensure that no Mortgaged Property
shall be held, rented or otherwise used in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any REMIC Pool to the imposition of any federal income taxes on the
income earned on such Mortgaged Property, including any taxes imposed by reason
of Section 860F or 860G(c) of the Code. In connection with such activities, the
Servicer shall follow such practices and procedures as it shall deem necessary
or advisable, as shall be normal and usual in its general mortgage servicing
activities, including its management of foreclosed properties for a temporary
period as contemplated herein. The foregoing is subject to the provisions of
Section 5.28 of this Agreement and to the proviso that the Servicer shall not be
required to expend its own funds in connection with any management, foreclosure
or towards the restoration of any property unless it shall determine that such
management, restoration or foreclosure will increase any Subsequent Recoveries
or Liquidation Proceeds of the Mortgage Loan to Related Certificateholders after
reimbursement to itself for such expenses (respecting which it shall have
priority for purposes of withdrawals from the that portion of the Collection
Account relating to the applicable Mortgage Pool pursuant to Section 5.09). The
Servicer shall be permitted to earn income with respect to any Mortgaged
Properties (or stock allocated to a dwelling unit, in the case of a Co-op Loan),
provided such income does not constitute "net income from foreclosure property"
within the meaning of Section 860G(c) of the Code. The income earned from the
management of such Mortgaged Properties (or stock allocated to a dwelling unit,
in the case of a Co-op Loan), net of reimbursement to the Servicer for expenses
(including any taxes) incurred in connection with such management, shall be
applied to the payment of principal of and interest on the related defaulted
Mortgage Loans (with interest accruing and principal amortizing as though such
Mortgage Loans were still current) and all such income shall be deemed, for all
purposes in this Agreement, to be payments on account of principal and interest
on the related Mortgage Notes and shall be deposited into the Collection
Account. To the extent the income received is in excess of the amount
attributable to amortizing principal and accrued interest at the Net Mortgage
Rate on the related Mortgage Loan, such excess shall be deposited in the
Collection Account.
The Servicer shall take into account the existence of any hazardous
substances, hazardous wastes or solid wastes, as such terms are defined in the
Comprehensive Environmental Response Compensation
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and Liability Act, as amended, the Resources Conservation and Recovery Act of
1976, as amended, or other federal, state or local environmental legislation, on
a Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan) in determining whether to foreclose upon or otherwise comparably convert
the ownership of such property. To the extent that the Servicer has actual
knowledge of any such substance or waste, it shall consult with the Trustee
regarding the appropriate course of action. The Servicer shall not institute
foreclosure actions with respect to a property containing substance or waste as
described above if it reasonably believes that such action would not be
consistent with its servicing standards, and in no event shall the Servicer
manage, operate or take any other action with respect thereto which the Servicer
in good faith believes will result in "clean-up" or other liability under
applicable law. The net income from the rental or sale of a REO Property shall
be deposited in the Collection Account within two (2) Business Days after
receipt thereof by the Servicer.
The Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of the Class of Class B
Certificates then outstanding having the highest numerical class designation or
a holder of a class of securities representing interests in such Class B
Certificate and/or other subordinate mortgage pass-through certificates, such
agreement to be (i) substantially in the form of Exhibit J hereto or (ii)
subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Servicer to commence or delay foreclosure proceedings with
respect to delinquent Mortgage Loans and will contain provisions for the deposit
of cash by the holder that would be available for distribution to
Certificateholders if Liquidation Proceeds are less than they otherwise may have
been had the Servicer acted in accordance with its normal procedures.
Section 5.22 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Servicer of a notification that payment in full will be
made in a manner customary for such purposes, the Servicer shall immediately
notify the Custodian with a copy to the Trustee by a certification (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 5.08 have been or will
be so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, within five
Business Days the Custodian on behalf of the Trustee shall release the related
Mortgage File to the Servicer and the Trustee will execute and deliver to the
Servicer the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such other instruments releasing the lien of the
Mortgage as have been provided by the Servicer to the Trustee, together with the
Mortgage Note with written evidence of cancellation thereon, and the Trustee
shall have no further responsibility with respect to said Mortgage File. Upon
any such payment in full, or the receipt of such notification, the Servicer is
authorized to procure from the Trustee under the deed of trust which secured the
Mortgage Note, if any, a deed of full reconveyance covering the property
encumbered by such deed of trust, which assignment of deed of trust, except as
otherwise provided by any applicable law, shall be recorded by the Servicer in
the appropriate land records in the jurisdiction in which the assignment of deed
of trust is recorded, or, as the case may be, to procure from the Trustee an
instrument of satisfaction or, if the Mortgagor so requests, an assignment
without recourse, which deed of reconveyance, instrument of satisfaction or
assignment shall be delivered by the Servicer to the Person or Persons entitled
thereto. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or to the
Trustee.
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(b) From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Servicer shall deliver to the Custodian a certificate of
a Servicing Officer requesting that possession of the Mortgage File be released
to the Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of the
Mortgage Loan under any of the insurance policies required by this Agreement.
With such certificate, the Servicer shall require that the Custodian on behalf
of the Trustee release the Mortgage File, and, within five Business Days, the
Custodian shall deliver the Mortgage File or any document therein to the
Servicer. The Servicer shall cause each Mortgage File so released to be returned
to the Custodian on behalf of the Trustee when the need therefor by the Servicer
no longer exists, unless (i) the Mortgage Loan has been liquidated and the Net
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Collection Account or (ii) the Mortgage File has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property (or stock allocated to a dwelling unit, in the case of
a Co-op Loan) either judicially or non-judicially, and the Servicer has
delivered to the Custodian on behalf of the Trustee a certificate of a Servicing
Officer in the form of Exhibit L hereto certifying as to the name and address of
the Person to which such Mortgage File was delivered and the purpose or purposes
of such delivery.
(c) Upon written request of the Servicer, the Trustee shall execute and
deliver to the Servicer any court pleadings, requests for trustee's sale or
other documents prepared by and delivered by the Servicer to the Trustee
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan) or
to any legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity. Together with such documents or pleadings, the
Servicer shall deliver to the Trustee a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under the insurance policies required under this Agreement or
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
The Trustee may rely on such certificate without further inquiry.
(d) The Servicer may provide an electronic transmission for release of
documents under this Section 5.22 in a form agreed to in advance of initial
transmission by both the Servicer and the Custodian, which form shall contain
information readable without intervention by Custodian's data processing
operations computer hardware and software staff, and arranged in a record layout
to be specified by Custodian (a "Paperless Release Request"). The Servicer
agrees to maintain and control access to electronic signature information and
assumes liability for any unauthorized use thereof, except for any unauthorized
use thereof by the Custodian and, provided that, the Servicer shall have no
liability arising from the form of transmission if the Servicer complies with
the Custodian's standards set forth in the next paragraph of this Section
5.22(d). The Servicer also agrees to maintain accurate records of electronic
transactions related to the custodial files. The Servicer hereby authorizes the
Custodian to automatically append the electronic signature of an authorized
representative to the applicable request for release of documents and agrees and
acknowledges that by appending such authorized representative's electronic
signature, the Custodian shall be entitled to rely thereon. For purposes of this
Agreement the term "electronic signature" means an electronic identifier
intended by the person using it to have the same force and effect as the use of
a manual signature.
The Servicer agrees in advance to comply with all Custodian data
encryption, security and record layout standards in connection with any
Paperless Release Request as may be amended from time to time upon notice from
Custodian to the Servicer. The Custodian reserves the right to restrict or
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suspend the Servicer's access to the Custodian's computer systems for
maintenance or repairs or for any other reason in the Custodian's sole
discretion, provided however that the Custodian shall promptly provide the
Servicer with notice of such restriction or suspension. Notwithstanding the
foregoing, the Servicer is authorized to transmit and the Custodian is
authorized to accept signed facsimile copies of the requests for document
release described in this Section 5.22.
Section 5.23 Servicing and Other Compensation. The Servicer, as
compensation for its activities hereunder, shall be entitled to receive, on or
prior to each Distribution Date, the amounts provided for as the Servicing Fee
and as reimbursement for Nonrecoverable Advances, Servicing Advances and
reimbursement for Advances, all as specified by Section 5.09. The amount of
compensation or reimbursement provided for shall be accounted for on a Mortgage
Loan-by-Mortgage Loan basis.
Additional servicing compensation in the form of assumption fees,
prepayment fees and late payment charges shall be retained by the Servicer, to
the extent permitted by applicable law. The Servicer shall be required to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including the fees, expenses and indemnities of the Trustee and any
Sub-Servicer) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 5.09 and 5.21.
Section 5.24 1934 Act Reports.
(a) As set forth on Schedule X hereto, for so long as the Trust is subject
to the Exchange Act reporting requirements, no later than the end of business on
the 2nd Business Day after the occurrence of an event requiring disclosure on
Form 8-K (a "reportable event") (i) the Depositor, the Seller, the Trustee and
the Paying Agent shall notify the Servicer of any item reportable on a Form 8-K
of which each such party has knowledge (unless such item is specific to the
Servicer, in which case the Servicer will be deemed to have notice) and (ii)
shall deliver to the Servicer at least two Business Days prior to the filing
deadline for such Form 8-K, all information, data, and exhibits (unless such
information, data, and exhibits are specific to the Servicer) required to be
provided or filed with such Form 8-K. After preparing the Form 8-K on behalf of
the Depositor, the Servicer shall execute and promptly file such Form 8-K.
(b) For so long as the Trust is subject to the Exchange Act, within 15 days
after each Distribution Date, the Servicer shall, on behalf of the Trust and in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System (XXXXX), a Form 10-D with (1) a copy of the
report to the Certificateholders for such Distribution Date as an exhibit
thereto and (2) any other information known to the Servicer or provided to the
Servicer to be included at its discretion in Form 10-D ("Additional Form 10-D
Disclosure") as set forth in the next paragraph.
(c) For so long as the Trust is subject to the Exchange Act, as set forth
in Schedule Y hereto, within 5 calendar days after the related Distribution Date
(i) the parties hereto, as applicable, will be required to provide to the
Servicer, to the extent known to such party, any Additional Form 10-D Disclosure
(including any breaches of pool asset representations and warranties or
transaction covenants of which the party has written notice and which has not
been included on the monthly distribution report for the period), if applicable,
and (ii) the Servicer, to the extent it deems necessary, shall incorporate such
Additional Form 10-D Disclosure into the Form 10-D and shall file such Form 10-D
by the 8th calendar day after the Distribution Date.
(d) For so long as the Trust is subject to the Exchange Act, prior to the
90th calendar day after the end of the fiscal year for the trust, the Servicer
shall, on behalf of the Trust and in accordance with industry standards, prepare
and file with the Commission via XXXXX a Form 10 -K with respect to the Trust
Fund. Such Form 10-K shall include the following items: (i) an annual compliance
statement
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for the Servicer and each Subservicer, as described in Section 5.25 of the
Agreement, (ii)(A) the annual reports on assessment of compliance with servicing
criteria for the Paying Agent, each Servicer, Subservicer and Subcontractor
(unless the Servicer has determined that such compliance statement is not
required by Regulation AB), as described in Section 5.25 of the Agreement, and
(B) if any Reporting Servicer's report on assessment of compliance with
servicing criteria described in Section 5.25 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if any
report on assessment of compliance with servicing criteria described in Section
5.25 of the Agreement is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report
is not included, (iii)(A) the registered public accounting firm attestation
report for the Paying Agent, the Servicer and each Subservicer, as described in
Section 5.26 of the Agreement, and (B) if any registered public accounting firm
attestation report described in the Section 5.26 of the Agreement identifies any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included, and
(iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit S,
executed by the senior officer in charge of securitizations of the Servicer. Any
disclosure or information in addition to (i) through (iv) above that is required
to be included on Form 10-K ("Additional Form 10-K Disclosure") shall be
determined and prepared by and at the direction of the Depositor pursuant to the
following paragraph.
(e) As set forth in Schedule Z hereto, no later than March 12 of each year
that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2008, (i) the parties identified on Schedule Z shall be required to provide
to the Depositor and the Servicer, to the extent known, any Additional Form 10-K
Disclosure, if applicable, and (ii) the Servicer, to the extent it deems
necessary, shall incorporate such Additional Form 10-K Disclosure into the Form
10-K and shall file such Form 10-K by the 85th calendar day after the end of the
fiscal year for the Trust.
(f) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx
Certification") which shall be in the form attached hereto as Exhibit S. The
Depositor will cause its senior officer in charge of securitization to execute
the Xxxxxxxx-Xxxxx Certification required pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934, as amended, by March 15 of each year in which
the Trust is subject to the reporting requirements of the Exchange Act. In
connection therewith, the Paying Agent shall sign a certification (in the form
attached hereto as Exhibit O) for the benefit of the Servicer and its officers,
directors and affiliates regarding certain aspects of the Form 10-K
Certification.
(g) Following the first date legally permissible under applicable
regulations and interpretations of the Commission, the Servicer shall, on behalf
of the Trust and in accordance with industry standards, file with the Commission
via XXXXX a Form 15 Suspension Notification with respect to the Trust Fund, if
applicable.
(h) The Servicer shall have no responsibility to file any items with the
Commission other than those specified in this section and the Servicer shall
execute any and all form 8-Ks and 10-Ds required hereunder. The Depositor shall
execute each form 10-K.
(i) If the Commission issues additional interpretative guidance or
promulgates additional rules or regulations with respect to Regulation AB or
otherwise, or if other changes in applicable law occur, that would require the
reporting arrangements, or the allocation of responsibilities with respect
thereto, described in this Section 5.24, to be conducted differently than as
described, the Depositor, the Servicer, the Paying Agent and the Trustee shall
comply with reasonable requests made by CHF, the Servicer or the Depositor to
amend the provisions of this Section 5.24 in order to comply with such amended
reporting requirements and to deliver additional or different information as CHF
or the
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Depositor may determine in good faith is necessary to comply with the provisions
of Regulation AB, provided that such information is available to such party
without unreasonable effort or expense or is reimbursed by the requesting party
and within such timeframe as may be reasonably requested. Any such
supplementation or modification shall be made without the consent of the
Certificateholders, and may result in a change in the reports filed by the
Servicer on behalf of the Trust under the Exchange Act.
(j) The Depositor, the Servicer, the Trustee and the Paying Agent agree to
use their good faith efforts to cooperate in complying with the requirements of
this Sections 5.24.
Section 5.25 Annual Statement as to Compliance. Not later than (a) March 15
of each calendar year (other than the calendar year during which the Closing
Date occurs) or (b) with respect to any calendar year during which an annual
report on Form 10-K is not required to be filed pursuant to Section 5.24 on
behalf of the Trust, by April 15 of each calendar year (or if such day is not a
Business Day, the immediately succeeding Business Day), the Servicer shall
deliver to the Depositor, an Officers' Certificate in the form attached hereto
as Exhibit T stating, as to each signatory thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of the
performance of the Servicer under this Agreement has been made under such
officer's supervision, and (ii) to the best of such officer's knowledge, based
on such review, the Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year or a portion thereof,
or, if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and
status thereof. With respect to any Subservicer that meets the criteria of Item
1108(a)(2)(i) through (iii) of Regulation AB in the sole determination of the
Servicer, the Servicer shall request from such Subservicer, the Officer's
Certificate set forth in this Section 5.25 as and when required with respect to
such Subservicer.
Section 5.26 Assessment of Compliance and Independent Public Accountants'
Attestation; Financial Statements.
(a) Not later than (i) March 15 of each calendar year (other than the
calendar year during which the Closing Date occurs) or (ii) with respect to any
calendar year during which an annual report on Form 10-K is not required to be
filed pursuant to Section 5.24 on behalf of the Trust, by April 15 of each
calendar year (or if such day is not a Business Day, the immediately succeeding
Business Day), the Servicer, at its own expense, shall deliver to the Trustee
and the Depositor an officer's assessment of its compliance with the Servicing
Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of
Compliance"), which addresses the items set forth in Exhibit R hereto.
(b) Not later than (i) March 15 of each calendar year (other than the
calendar year during which the Closing Date occurs) or (ii) with respect to any
calendar year during which an annual report on Form 10-K is not required to be
filed pursuant to Section 5.24 on behalf of the Trust, April 15 of each calendar
year (or if such day is not a Business Day, the immediately succeeding Business
Day), the Servicer, at its own expense, shall cause a nationally or regionally
recognized firm of independent registered public accountants (who may also
render other services to any Servicer, the Sellers or any affiliate thereof)
which is a member of the American Institute of Certified Public Accountants to
furnish a statement to the Trustee, the Paying Agent and the Depositor that
attests to and reports on the assessment of compliance provided by such Servicer
pursuant to Section 5.26(a) (the "Accountant's Attestation"). Such Accountant's
Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act.
(c) The Servicer shall request that any Subservicer and each
Subcontractor (to the extent determined by the Servicer to be required under
Regulation AB) not later than March 15 of each
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calendar year (other than the calendar year during which the Closing Date
occurs) with respect to any calendar year during which the Trust's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, provide an Assessment of Compliance,
which addresses the items set forth in Exhibit R hereto. The Servicer shall
request that any Subservicer (other than the calendar year during which the
Closing Date occurs) with respect to any calendar year during which the Trust's
annual report on Form 10-K is not required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission, by April 15 of
each calendar year (or, in each case, if such day is not a Business Day, the
immediately succeeding Business Day) provide an Assessment of Compliance, which
addresses the items set forth in Exhibit R hereto.
(d) Not later than March 15 of each calendar year (other than the
calendar year during which the Closing Date occurs) with respect to any calendar
year during which the Trust's annual report on Form 10-K is required to be filed
in accordance with the Exchange Act and the rules and regulations of the
Commission, the Servicer shall request that each Subservicer and each
Subcontractor (to the extent determined by the Servicer to be required by
Regulation AB) provide an Accountant's Attestation by a registered public
accounting firm that attests to, and reports on, the Assessment of Compliance
pursuant to Section 5.26(c) above. Other than the calendar year during which the
Closing Date occurs, with respect to any calendar year during which the Trust's
annual report on Form 10-K is not required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission, not later than
April 15 of each calendar year (or, in each case, if such day is not a Business
Day, the immediately succeeding Business Day), the Servicer shall request that
each Subservicer provide an Accountant's Attestation by a registered public
accounting firm that attests to, and reports on, the Assessment of Compliance
pursuant to Section 5.26(c) above.
(e) Not later than, with respect to any calendar year during which the
Trust's annual report on Form 10K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission, March 15 (or, in
each case, if such day is not a Business Day, the immediately preceding Business
Day), the Paying Agent shall deliver to the Depositor and the Servicer an
Assessment of Compliance with regard to the Servicing Criteria applicable to the
Paying Agent during the preceding calendar year, which addresses the items set
forth in Exhibit R hereto.
(f) Not later than, with respect to any calendar year during which the
Trust's annual report on Form 10-K is required to be filed in accordance with
the Exchange Act and the rules and regulations of the Commission, March 15 (or,
in each case, if such day is not a Business Day, the immediately preceding
Business Day), the Paying Agent shall deliver to the Depositor and the Servicer
an Accountant's Attestation by a registered public accounting firm that attests
to, and reports on, the Assessment of Compliance pursuant to Section 5.26(e)
above.
(g) Not later than, with respect to any calendar year during which the
Trust's annual report on Form 10-K is required to be filed in accordance with
the Exchange Act and the rules and regulations of the Commission, 15 calendar
days before the date on which the Trust's annual report on Form 10-K is required
to be filed in accordance with the Exchange Act and the rules and regulations of
the Commission (or, in each case, if such day is not a Business Day, the
immediately preceding Business Day), the Servicer shall request that each
custodian, including the Custodian, deliver to the Servicer an Assessment of
Compliance with regard to the Servicing Criteria applicable to such custodian
during the preceding calendar year, which addresses the items set forth in
Exhibit R hereto; provided, however, that where the Custodian and the Servicer
are both Chase, the provisions of this Section 5.26(g) may be satisfied by the
delivery of a single report containing the Assessment of Compliance of Chase.
(h) Not later than March 12 (or, in each case, if such day is not a
Business Day, the immediately succeeding Business Day), of any calendar year
(other than the calendar year during which
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the Closing Date occurs) during which the Trust's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, the Servicer shall request that each Custodian
deliver to the Servicer an Accountant's Attestation by a registered public
accounting firm that attests to, and reports on, the Assessment of Compliance
pursuant to Section 5.26(g) above; provided, however, that where the Custodian
and the Servicer are both Chase, the provisions of this Section 5.26(h) may be
satisfied by the delivery of a single report containing the Accountant's
Attestation of Chase.
(i) Each of the parties hereto acknowledges and agrees that the
purpose of this Section 5.26 is to facilitate compliance by the Seller, the
Servicer and the Depositor with the provisions of Regulation AB, as such may be
amended or clarified from time to time. Therefore, each of the parties agrees
that the parties' obligations hereunder will be supplemented and modified as
necessary to be consistent with any such amendments, interpretive advice or
guidance, convention or consensus among active participants in the asset-backed
securities markets, advice of counsel, or otherwise in respect of the
requirements of Regulation AB and the parties shall comply with reasonable
requests made by the Seller, the Servicer or the Depositor for delivery of
additional or different information as CHF or the Depositor may determine in
good faith is necessary to comply with the provisions of Regulation AB, provided
that such information is available to such party without unreasonable effort or
expense or is reimbursed by the requesting party and within such timeframe as
may be reasonably requested. Any such supplementation or modification shall be
made without the consent of the Certificateholders, and may result in a change
in the reports filed by the Servicer on behalf of the Trust under the Exchange
Act.
Section 5.27 Access to Certain Documentation; Rights of the Depositor in
Respect of the Servicer. The Servicer shall provide access to the Trustee and
Related Certificateholders which are savings and loan associations, banks or
insurance companies or examiners of any federal or state banking or insurance
regulatory authority to the documentation regarding the related Mortgage Loans
if so required by applicable regulations of any regulatory authority, such
access to be afforded subject to reimbursement for expenses without charge but
only upon reasonable request and during normal business hours at the offices of
the Servicer designated by it. The Depositor may, but is not obligated to,
enforce the obligations of the Servicer under this Agreement. The Depositor
shall not assume any responsibility or liability for any action or failure to
take action by the Servicer and is not obligated to supervise the performance of
the Servicer under this Agreement or otherwise.
Section 5.28 REMIC-Related Covenants. For as long as the Trust Fund shall
exist, the Servicer, the Paying Agent and the Trustee shall act in accordance
herewith to assure continuing treatment of each REMIC created hereunder as a
REMIC. In particular:
(a) The Servicer shall not create, or permit the creation of, any
"interests" in any REMIC created hereunder within the meaning of Section 860G(a)
of the Code other than the "regular interests" in each such REMIC designated as
such in Section 2.04(a) and the "residual interest" in each such REMIC
designated as such in Section 2.04(a);
(b) As of all times as may be required by the Code, the Servicer will
ensure that substantially all of the assets of each REMIC created hereunder will
consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code. The
Paying Agent will maintain records that are sufficient to indicate the
compliance of each REMIC created hereunder with applicable requirements of the
Code (and applicable Proposed, Temporary or final Treasury Regulations) relating
to the assets held by such REMIC. Further, the Servicer shall not permit and the
Trustee shall not accept the transfer or substitution of any Mortgage Loan other
than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer
shall, in any case, not permit substitution unless the Servicer and the Trustee
have received an Opinion of Counsel,
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which will not be an expense of any REMIC created hereunder, that such transfer
or substitution would not adversely affect the REMIC status of any REMIC created
hereunder or would not otherwise be prohibited by this Agreement;
(c) The Servicer shall ensure that no REMIC created hereunder receives a
fee or other compensation for services and that no REMIC created hereunder
receives any income from assets other than "qualified mortgages" within the
meaning of Section 860G(a)(3) of the Code or "permitted investments" within the
meaning of Section 860G(a)(5) of the Code, and shall take whatever action it
deems necessary to avoid any material tax imposed by the Code on any REMIC
created hereunder;
(d) None of the Depositor, the Servicer, the Paying Agent or the Trustee
shall sell or permit the sale of all or any portion of the Mortgage Loans or of
any Eligible Investment unless such sale is as a result of a repurchase of the
Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion
of Counsel, which will not be an expense of any REMIC created hereunder or the
Trustee, to the effect that such sale (i) is pursuant to a "qualified
liquidation" as defined in Section 860F(a)(4) of the Code and as described in
Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction"
within the meaning of Section 860F(a)(2) of the Code that results in the
realization of a material amount of gain or loss for federal income tax
purposes;
(e) The Trustee shall not accept any contribution to any REMIC created
hereunder after the Startup Day without an Opinion of Counsel (which shall not
be an expense of the Trustee) that such contribution is included within the
exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not
be subject to the tax imposed by Section 860G(d)(1) of the Code; and
(f) Notwithstanding anything to the contrary in this Agreement, the
Servicer and the Trustee, at the direction of the Servicer, shall take any other
action or refuse to take any action otherwise required (including adjusting the
Purchase Price for any Mortgage Loan) where the Servicer deems such action or
inaction reasonably necessary to ensure the REMIC status of each REMIC created
hereunder under the Code and applicable regulations or to avoid the imposition
of any material tax liability on any REMIC created hereunder that will affect
amounts distributable to the Certificateholders.
(g) In the event that any applicable federal, state or local tax, including
interest, penalties or assessments, additional amounts or additions to tax, is
imposed on any REMIC created hereunder, such tax shall be treated in the same
manner as a Realized Loss and shall be charged against amounts otherwise
distributable to the Holders of the Certificates, except as provided in the last
sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been
appointed under Section 4.05, the Paying Agent shall withdraw from the
Collection Account sufficient funds to pay or provide for the payment of, and to
actually pay, such tax as is estimated to be legally owed by (but such
authorization shall not prevent the Trustee or, if a Paying Agent has been
appointed under Section 4.05, the Paying Agent from contesting, at the expense
of the Trust Fund (other than as a consequence of a breach of its obligations
under this Agreement), any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The Trustee or, if a Paying Agent has been appointed under Section
4.05, the Paying Agent is hereby authorized to and shall segregate, into a
separate non-interest bearing account, the net income from any "prohibited
transaction" under Code Section 860F(a), the amount of any taxable contribution
to any REMIC created hereunder after the Startup Day that is subject to tax
under Code Section 860G(d), and 35% of any estimated "net income from
foreclosure property" under Section 860G(c) and use such income or amount, to
the extent necessary, to pay such tax. To the extent that any such tax is paid
to the Internal Revenue Service or applicable state or local tax authorities,
the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying
Agent shall retain an equal amount from future amounts otherwise distributable
to the Holder of the Class A-R Certificate and shall distribute such retained
amounts to the Holders of the other Classes of Certificates, to
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the extent they remain outstanding, until they are fully reimbursed for any
amount of such taxes previously charged to the then Holder of the Class A-R
Certificate. Neither the Trustee nor the Servicer shall be responsible for any
taxes imposed on any REMIC created hereunder except to the extent such taxes
arise as a consequence of a breach of their respective obligations under this
Agreement. The Trustee shall not be liable hereunder for any taxes imposed on
any REMIC hereunder as the result of any direction taken hereunder from the
Servicer or any action of the Servicer or Paying Agent hereunder.
(h) [Reserved].
[END OF ARTICLE V]
ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS
Section 6.01 Distributions With Respect to Pool I Certificates.
(I) Prior to the Pool I Credit Support Depletion Date, the Pool I Available
Distribution Amount shall be applied as follows:
(a) On each Distribution Date, the Paying Agent shall apply an amount equal
to the Pool I Available Distribution Amount in the following order of priority:
(i) (A) solely from amounts received with respect to Group 1, to the
Class 1-A Certificateholders, all distributable amounts up to the sum of
(x) the Class 1-A Interest Accrual Amount and (y) the Class 1-A Interest
Shortfall, distributed pursuant to (I)(b)(i)(A) through (F) and (AA) below,
(B) solely from amounts received with respect to Group 2, to the Class 2-A
Certificateholders, all distributable amounts up to the sum of (x) the
Class 2-A Interest Accrual Amount and (y) the Class 2-A Interest Shortfall,
distributed pursuant to (I)(b)(i)(G) through (J) below, (C) solely from
amounts received with respect to Group 3, to the Class 3-A
Certificateholders, all distributable amounts up to the sum of (x) the
Class 3-A Interest Accrual Amount and (y) the Class 3-A Interest Shortfall,
distributed pursuant to (I)(b)(i)(K) and (L) below, (D) solely from amounts
received with respect to Group 4, to the Class 4-A Certificateholders, all
distributable amounts up to the sum of (x) the Class 4-A Interest Accrual
Amount and (y) the Class 4-A Interest Shortfall, distributed pursuant to
(I)(b)(i)(M) and (N) below; (E) solely from amounts received with respect
to Group 5, to the Class 5-A Certificateholders, all distributable amounts
up to the sum of (x) the Class 5-A Interest Accrual Amount and (y) the
Class 5-A Interest Shortfall, distributed pursuant to (I)(b)(i)(O) and (P)
below; (F) solely from amounts received with respect to Group 6, to the
Class 6-A Certificateholders, all distributable amounts up to the sum of
(x) the Class 6-A Interest Accrual Amount and (y) the Class 6-A Interest
Shortfall, distributed pursuant to (I)(b)(i)(Q) and (R) below; (G) solely
from amounts received with respect to Group 7, to the Class 7-A
Certificateholders, all distributable amounts up to the sum of (x) the
Class 7-A Interest Accrual Amount and (y) the Class 7-A Interest Shortfall,
distributed pursuant to (I)(b)(i)(S) and (T) below; (H) solely from amounts
received with respect to Group 8, to the Class 8-A Certificateholders, all
distributable amounts up to the sum of (x) the Class 8-A Interest Accrual
Amount and (y) the Class 8-A Interest Shortfall, distributed pursuant to
(I)(b)(i)(U) and (V) below; (I) solely from amounts received with respect
to Group 9, to the Class 9-A Certificateholders, all distributable amounts
up to the sum of (x) the Class 9-A Interest Accrual Amount and (y) the
Class 9-A Interest Shortfall, distributed pursuant to (I)(b)(i)(W) and (X)
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below; (J) solely from amounts received with respect to Group 10, to the
Class 10-A Certificateholders, all distributable amounts up to the sum of
(x) the Class 10-A Interest Accrual Amount and (y) the Class 10-A Interest
Shortfall, distributed pursuant to (I)(b)(i)(Y) and (Z) below;
(ii) the balance, if any, of the Pool I Available Distribution Amount
shall be distributed (A) solely from amounts received with respect to Group
1 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (A)) to the Class 1-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(A) below, up to the Class 1-A
Optimal Principal Amount, (B) solely from amounts received with respect to
Group 2 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (B)) to the Class 2-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(B) below, up to the Class 2-A
Optimal Principal Amount, (C) solely from amounts received with respect to
Group 3 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (C)) to the Class 3-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(C) below, up to the Class 3-A
Optimal Principal Amount, (D) solely from amounts received with respect to
Group 4 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (D)) to the Class 4-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(D) below, up to the Class 4-A
Optimal Principal Amount, (E) solely from amounts received with respect to
Group 5 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (E)) to the Class 5-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(E) below, up to the Class 5-A
Optimal Principal Amount, (F) solely from amounts received with respect to
Group 6 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (F)) to the Class 6-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(F) below, up to the Class 6-A
Optimal Principal Amount, (G) solely from amounts received with respect to
Group 7 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (G)) to the Class 7-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(G) below, up to the Class 7-A
Optimal Principal Amount, (H) solely from amounts received with respect to
Group 8 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (H)) to the Class 8-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(H) below, up to the Class 8-A
Optimal Principal Amount, (I) solely from amounts received with respect to
Group 9 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (I)) to the Class 9-A Certificateholders in the
amounts distributable pursuant to (I)(b)(ii)(I) below, up to the Class 9-A
Optimal Principal Amount, (J) solely from amounts received with respect to
Group 10 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (J)) to the Class 10-A Certificateholders in
the amounts distributable pursuant to (I)(b)(ii)(J) below, up to the Class
10-A Optimal Principal Amount;
(iii) subject to subsection (I)(b) below, to the Class I-M
Certificateholders, the balance, if any, of the Pool I Available
Distribution Amount after making the distributions provided for in
paragraphs (I)(i) and (ii) above, in accordance with, and up to the amount
calculated pursuant to, Section 6.01(I)(c) below;
(iv) subject to subsection (I)(b) below, to the Class I-B
Certificateholders, the balance, if any, of the Pool I Available
Distribution Amount after making the distributions provided for in
paragraphs (I)(i) through (iii) above, in accordance with, and up to the
amounts calculated pursuant to, Section 6.01(I)(d) below; and
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(v) to the Class A-R Certificateholders the balance, if any, of the
Available Distribution Amount remaining after the distributions provided
for in paragraphs (I)(i) through (iv) above.
(b) Amounts payable to the Class I-A Certificateholders on any Distribution
Date shall be distributed as follows:
(i) to the extent the amount available for distribution pursuant to
paragraph (I)(a)(i) above is sufficient:
(A) to the Class 1-A1 Certificateholders, (1) the Class 1-A1
Interest Accrual Amount plus (2) the Class 1-A1 Shortfall from the
preceding Distribution Date;
(B) to the Class 1-A2 Certificateholders, (1) the Class 1-A2
Interest Accrual Amount plus (2) the Class 1-A2 Shortfall from the
preceding Distribution Date;
(C) to the Class 1-A3 Certificateholders, (1) the Class 1-A3
Interest Accrual Amount plus (2) the Class 1-A3 Shortfall from the
preceding Distribution Date;
(D) to the Class 1-A4 Certificateholders, (1) the Class 1-A4
Interest Accrual Amount plus (2) the Class 1-A4 Shortfall from the
preceding Distribution Date;
(E) to the Class 1-A5 Certificateholders, (1) the Class 1-A5
Interest Accrual Amount plus (2) the Class 1-A5 Shortfall from the
preceding Distribution Date;
(F) to the Class 1-A6 Certificateholders, (1) the Class 1-A6
Interest Accrual Amount plus (2) the Class 1-A6 Shortfall from the
preceding Distribution Date;
(G) to the Class 2-A1 Certificateholders, (1) the Class 2-A1
Interest Accrual Amount plus (2) the Class 2-A1 Shortfall from the
preceding Distribution Date;
(H) to the Class 2-A2 Certificateholders, (1) the Class 2-A2
Interest Accrual Amount plus (2) the Class 2-A2 Shortfall from the
preceding Distribution Date;
(I) to the Class 2-A3 Certificateholders, (1) the Class 2-A3
Interest Accrual Amount plus (2) the Class 2-A3 Shortfall from the
preceding Distribution Date;
(J) to the Class 2-A4 Certificateholders, (1) the Class 2-A4
Interest Accrual Amount plus (2) the Class 2-A4 Shortfall from the
preceding Distribution Date;
(K) to the Class 3-A1 Certificateholders, (1) the Class 3-A1
Interest Accrual Amount plus (2) the Class 3-A1 Shortfall from the
preceding Distribution Date;
(L) to the Class 3-A2 Certificateholders, (1) the Class 3-A2
Interest Accrual Amount plus (2) the Class 3-A2 Shortfall from the
preceding Distribution Date;
(M) to the Class 4-A1 Certificateholders, (1) the Class 4-A1
Interest Accrual Amount plus (2) the Class 4-A1 Shortfall from the
preceding Distribution Date;
(N) to the Class 4-A2 Certificateholders, (1) the Class 4-A2
Interest Accrual Amount plus (2) the Class 4-A2 Shortfall from the
preceding Distribution Date;
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(O) to the Class 5-A1 Certificateholders, (1) the Class 5-A1
Interest Accrual Amount plus (2) the Class 5-A1 Shortfall from the
preceding Distribution Date;
(P) to the Class 5-A2 Certificateholders, (1) the Class 5-A2
Interest Accrual Amount plus (2) the Class 5-A2 Shortfall from the
preceding Distribution Date;
(Q) to the Class 6-A1 Certificateholders, (1) the Class 6-A1
Interest Accrual Amount plus (2) the Class 6-A1 Shortfall from the
preceding Distribution Date;
(R) to the Class 6-A2 Certificateholders, (1) the Class 6-A2
Interest Accrual Amount plus (2) the Class 6-A2 Shortfall from the
preceding Distribution Date;
(S) to the Class 7-A1 Certificateholders, (1) the Class 7-A1
Interest Accrual Amount plus (2) the Class 7-A1 Shortfall from the
preceding Distribution Date;
(T) to the Class 7-A2 Certificateholders, (1) the Class 7-A2
Interest Accrual Amount plus (2) the Class 7-A2 Shortfall from the
preceding Distribution Date;
(U) to the Class 8-A1 Certificateholders, (1) the Class 8-A1
Interest Accrual Amount plus (2) the Class 8-A1 Shortfall from the
preceding Distribution Date;
(V) to the Class 8-A2 Certificateholders, (1) the Class 8-A2
Interest Accrual Amount plus (2) the Class 8-A2 Shortfall from the
preceding Distribution Date;
(W) to the Class 9-A1 Certificateholders, (1) the Class 9-A1
Interest Accrual Amount plus (2) the Class 9-A1 Shortfall from the
preceding Distribution Date;
(X) to the Class 9-A2 Certificateholders, (1) the Class 9-A2
Interest Accrual Amount plus (2) the Class 9-A2 Shortfall from the
preceding Distribution Date;
(Y) to the Class 10-A1 Certificateholders, (1) the Class 10-A1
Interest Accrual Amount plus (2) the Class 10-A1 Shortfall from the
preceding Distribution Date;
(Z) to the Class 10-A2 Certificateholders, (1) the Class 10-A2
Interest Accrual Amount plus (2) the Class 10-A2 Shortfall from the
preceding Distribution Date;
(AA) to the Class A-R Certificateholders, (1) the Class A-R
Interest Accrual Amount plus (2) the Class A-R Shortfall from the
preceding Distribution Date;
(ii) concurrently, (A) to the Class 1-A Certificateholders, solely
from the portion of the Pool I Available Distribution Amount related to
amounts received with respect to Group 1 up to the Class 1-A Optimal
Principal Amount, allocated among the Class 1-A Certificates in accordance
with the Class 1-A Principal Payment Rules, (B) to the Class 2-A
Certificateholders, solely from the portion of the Pool I Available
Distribution Amount related to amounts received with respect to Group 2 up
to the Class 2-A Optimal Principal Amount, allocated among the Class 2-A
Certificates in accordance with the Class 2-A Principal Payment Rules, (C)
to the Class 3-A Certificateholders, solely from the portion of the Pool I
Available Distribution Amount related to amounts received with respect to
Group 3 up to the Class 3-A Optimal Principal Amount, allocated among the
Class 3-A Certificates in accordance with the Class 3-A Principal Payment
Rules, (D) to the Class 4-A Certificateholders, solely from the portion of
the Pool I Available Distribution Amount related to amounts received with
respect to Group 4 up to the
145
Class 4-A Optimal Principal Amount, allocated among the Class 4-A
Certificates in accordance with the Class 4-A Principal Payment Rules, (E)
to the Class 5-A Certificateholders, solely from the portion of the Pool I
Available Distribution Amount related to amounts received with respect to
Group 5 up to the Class 5-A Optimal Principal Amount, allocated among the
Class 5-A Certificates in accordance with the Class 5-A Principal Payment
Rules, (F) to the Class 6-A Certificateholders, solely from the portion of
the Pool I Available Distribution Amount related to amounts received with
respect to Group 6 up to the Class 6-A Optimal Principal Amount, allocated
among the Class 6-A Certificates in accordance with the Class 6-A Principal
Payment Rules, (G) to the Class 7-A Certificateholders, solely from the
portion of the Pool I Available Distribution Amount related to amounts
received with respect to Group 7 up to the Class 7-A Optimal Principal
Amount, allocated among the Class 7-A Certificates in accordance with the
Class 7-A Principal Payment Rules, (H) to the Class 8-A Certificateholders,
solely from the portion of the Pool I Available Distribution Amount related
to amounts received with respect to Group 8 up to the Class 8-A Optimal
Principal Amount, allocated among the Class 8-A Certificates in accordance
with the Class 8-A Principal Payment Rules, (I) to the Class 9-A
Certificateholders, solely from the portion of the Pool I Available
Distribution Amount related to amounts received with respect to Group 9 up
to the Class 9-A Optimal Principal Amount, allocated among the Class 9-A
Certificates in accordance with the Class 9-A Principal Payment Rules, (J)
to the Class 10-A Certificateholders, solely from the portion of the Pool I
Available Distribution Amount related to amounts received with respect to
Group 10 up to the Class 10-A Optimal Principal Amount, allocated among the
Class 10-A Certificates in accordance with the Class 10-A Principal Payment
Rules;
(iii) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 1 remaining
after giving effect to the distributions in (I)(b)(i) above is insufficient
to distribute in full to the Class 1-A Certificateholders amounts described
in (I)(b)(ii)(A) above (such shortfall, the "Class 1-A Deficiency Amount")
and the portion of the Pool I Available Distribution Amount related to
amounts available from Group 2 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 2-A Certificateholders the amounts described in
(I)(b)(ii)(B) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 3 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 3-A Certificateholders the amounts
described in (I)(b)(ii)(C) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 4 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 4-A Certificateholders
the amounts described in (I)(b)(ii)(D) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 5
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 5-A
Certificateholders the amounts described in (I)(b)(ii)(E) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 6 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 6-A Certificateholders the amounts described in (I)(b)(ii)(F) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 7 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 7-A Certificateholders the amounts described in
(I)(b)(ii)(G) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 8 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 8-A Certificateholders the amounts
described in (I)(b)(ii)(H) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 9 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in
146
full to the Class 9-A Certificateholders the amounts described in
(I)(b)(ii)(I) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 10 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 10-A Certificateholders the amounts
described in (I)(b)(ii)(J) above, such excess shall be distributed in
reduction of the Class 1-A Deficiency Amount;
(iv) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 2 remaining
after giving effect to the distributions in (b)(i) above is insufficient to
distribute in full to the Class 2-A Certificateholders amounts described in
(b)(ii)(B) above (such shortfall, the "Class 2-A Deficiency Amount") and
the portion of the Pool I Available Distribution Amount related to amounts
available from Group 1 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 1-A Certificateholders the amounts described in (I)(b)(ii)(A) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 3 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 3-A Certificateholders the amounts described in
(I)(b)(ii)(C) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 4 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 4-A Certificateholders the amounts
described in (I)(b)(ii)(D) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 5 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 5-A Certificateholders
the amounts described in (I)(b)(ii)(E) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 6
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 6-A
Certificateholders the amounts described in (I)(b)(ii)(F) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 7 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 7-A Certificateholders the amounts described in (I)(b)(ii)(G) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 8 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 8-A Certificateholders the amounts described in
(I)(b)(ii)(H) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 9 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 9-A Certificateholders the amounts
described in (I)(b)(ii)(I) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 10 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 10-A Certificateholders
the amounts described in (I)(b)(ii)(J) above, such excess shall be
distributed in reduction of the Class 2-A Deficiency Amount;
(v) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 3 remaining
after giving effect to the distributions in (b)(i) above is insufficient to
distribute in full to the Class 3-A Certificateholders amounts described in
(b)(ii)(C) above (such shortfall, the "Class 3-A Deficiency Amount") and
the portion of the Pool I Available Distribution Amount related to amounts
available from Group 1 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 1-A Certificateholders the amounts described in (I)(b)(ii)(A), or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 2 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 2-A Certificateholders the amounts described in (I)(b)(ii)(B) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 4 remaining after
147
giving effect to the distributions in (I)(b)(i) above exceeds the amount
required to distribute in full to the Class 4-A Certificateholders the
amounts described in (I)(b)(ii)(D) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 5
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 5-A
Certificateholders the amounts described in (I)(b)(ii)(E) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 6 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 6-A Certificateholders the amounts described in (I)(b)(ii)(F) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 7 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 7-A Certificateholders the amounts described in
(I)(b)(ii)(G) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 8 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 8-A Certificateholders the amounts
described in (I)(b)(ii)(H) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 9 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 9-A Certificateholders
the amounts described in (I)(b)(ii)(I) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 10
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 10-A
Certificateholders the amounts described in (I)(b)(ii)(J) above, such
excess shall be distributed in reduction of the Class 3-A Deficiency
Amount;
(vi) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 4 remaining
after giving effect to the distributions in (b)(i) above is insufficient to
distribute in full to the Class 4-A Certificateholders amounts described in
(b)(ii)(D) above (such shortfall, the "Class 4-A Deficiency Amount") and
the portion of the Pool I Available Distribution Amount related to amounts
available from Group 1 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 1-A Certificateholders the amounts described in (I)(b)(ii)(A), or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 2 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 2-A Certificateholders the amounts described in (I)(b)(ii)(B) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 3 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 3-A Certificateholders the amounts described in
(I)(b)(ii)(C) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 5 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 5-A Certificateholders the amounts
described in (I)(b)(ii)(E) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 6 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 6-A Certificateholders
the amounts described in (I)(b)(ii)(F) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 7
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 7-A
Certificateholders the amounts described in (I)(b)(ii)(G) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 8 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 8-A Certificateholders the amounts described in (I)(b)(ii)(H) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 9 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 9-A
148
Certificateholders the amounts described in (I)(b)(ii)(I) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 10 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 10-A Certificateholders the amounts described in (I)(b)(ii)(J) above,
such excess shall be distributed in reduction of the Class 4-A Deficiency
Amount;
(vii) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 5 remaining
after giving effect to the distributions in (I)(b)(i) above is insufficient
to distribute in full to the Class 5-A Certificateholders amounts described
in (I)(b)(ii)(E) above (such shortfall, the "Class 5-A Deficiency Amount")
and the portion of the Pool I Available Distribution Amount related to
amounts available from Group 1 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 1-A Certificateholders the amounts described in
(I)(b)(ii)(A), or the portion of the Pool I Available Distribution Amount
related to amounts available from Group 2 remaining after giving effect to
the distributions in (I)(b)(i) above exceeds the amount required to
distribute in full to the Class 2-A Certificateholders the amounts
described in (I)(b)(ii)(B) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 3 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 3-A Certificateholders
the amounts described in (I)(b)(ii)(C) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 4
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 4-A
Certificateholders the amounts described in (I)(b)(ii)(D) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 6 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 6-A Certificateholders the amounts described in (I)(b)(ii)(F) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 7 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 7-A Certificateholders the amounts described in
(I)(b)(ii)(G) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 8 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 8-A Certificateholders the amounts
described in (I)(b)(ii)(H) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 9 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 9-A Certificateholders
the amounts described in (I)(b)(ii)(I) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 10
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 10-A
Certificateholders the amounts described in (I)(b)(ii)(J) above, such
excess shall be distributed in reduction of the Class 5-A Deficiency
Amount;
(viii) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 6 remaining
after giving effect to the distributions in (I)(b)(i) above is insufficient
to distribute in full to the Class 6-A Certificateholders amounts described
in (I)(b)(ii)(F) above (such shortfall, the "Class 6-A Deficiency Amount")
and the portion of the Pool I Available Distribution Amount related to
amounts available from Group 1 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 1-A Certificateholders the amounts described in
(I)(b)(ii)(A), or the portion of the Pool I Available Distribution Amount
related to amounts available from Group 2 remaining after giving effect to
the distributions in (I)(b)(i) above exceeds the amount required to
distribute in full to the Class 2-A Certificateholders the amounts
described in (I)(b)(ii)(B) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 3
149
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 3-A
Certificateholders the amounts described in (I)(b)(ii)(C) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 4 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 4-A Certificateholders the amounts described in (I)(b)(ii)(D) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 5 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 5-A Certificateholders the amounts described in
(I)(b)(ii)(E) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 7 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 7-A Certificateholders the amounts
described in (I)(b)(ii)(G) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 8 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 8-A Certificateholders
the amounts described in (I)(b)(ii)(H) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 9
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 9-A
Certificateholders the amounts described in (I)(b)(ii)(I) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 10 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 10-A Certificateholders the amounts described in (I)(b)(ii)(J) above,
such excess shall be distributed in reduction of the Class 6-A Deficiency
Amount;
(ix) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 7 remaining
after giving effect to the distributions in (I)(b)(i) above is insufficient
to distribute in full to the Class 7-A Certificateholders amounts described
in (I)(b)(ii)(G) above (such shortfall, the "Class 7-A Deficiency Amount")
and the portion of the Pool I Available Distribution Amount related to
amounts available from Group 1 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 1-A Certificateholders the amounts described in
(I)(b)(ii)(A), or the portion of the Pool I Available Distribution Amount
related to amounts available from Group 2 remaining after giving effect to
the distributions in (I)(b)(i) above exceeds the amount required to
distribute in full to the Class 2-A Certificateholders the amounts
described in (I)(b)(ii)(B) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 3 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 3-A Certificateholders
the amounts described in (I)(b)(ii)(C) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 4
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 4-A
Certificateholders the amounts described in (I)(b)(ii)(D) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 5 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 5-A Certificateholders the amounts described in (I)(b)(ii)(E) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 6 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 6-A Certificateholders the amounts described in
(I)(b)(ii)(F) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 8 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 8-A Certificateholders the amounts
described in (I)(b)(ii)(H) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 9 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the
150
Class 9-A Certificateholders the amounts described in (I)(b)(ii)(I) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 10 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 10-A Certificateholders the amounts described in
(I)(b)(ii)(J) above, such excess shall be distributed in reduction of the
Class 7-A Deficiency Amount;
(x) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 8 remaining
after giving effect to the distributions in (I)(b)(i) above is insufficient
to distribute in full to the Class 8-A Certificateholders amounts described
in (I)(b)(ii)(H) above (such shortfall, the "Class 8-A Deficiency Amount")
and the portion of the Pool I Available Distribution Amount related to
amounts available from Group 1 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 1-A Certificateholders the amounts described in
(I)(b)(ii)(A), or the portion of the Pool I Available Distribution Amount
related to amounts available from Group 2 remaining after giving effect to
the distributions in (I)(b)(i) above exceeds the amount required to
distribute in full to the Class 2-A Certificateholders the amounts
described in (I)(b)(ii)(B) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 3 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 3-A Certificateholders
the amounts described in (I)(b)(ii)(C) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 4
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 4-A
Certificateholders the amounts described in (I)(b)(ii)(D) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 5 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 5-A Certificateholders the amounts described in (I)(b)(ii)(E) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 6 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 6-A Certificateholders the amounts described in
(I)(b)(ii)(F) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 7 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 7-A Certificateholders the amounts
described in (I)(b)(ii)(G) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 9 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 9-A Certificateholders
the amounts described in (I)(b)(ii)(I) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 10
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 10-A
Certificateholders the amounts described in (I)(b)(ii)(J) above, such
excess shall be distributed in reduction of the Class 8-A Deficiency
Amount;
(xi) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 9 remaining
after giving effect to the distributions in (I)(b)(i) above is insufficient
to distribute in full to the Class 9-A Certificateholders amounts described
in (I)(b)(ii)(I) above (such shortfall, the "Class 9-A Deficiency Amount")
and the portion of the Pool I Available Distribution Amount related to
amounts available from Group 1 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 1-A Certificateholders the amounts described in
(I)(b)(ii)(A), or the portion of the Pool I Available Distribution Amount
related to amounts available from Group 2 remaining after giving effect to
the distributions in (I)(b)(i) above exceeds the amount required to
distribute in full to the Class 2-A Certificateholders the amounts
described in (I)(b)(ii)(B) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 3
151
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 3-A
Certificateholders the amounts described in (I)(b)(ii)(C) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 4 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 4-A Certificateholders the amounts described in (I)(b)(ii)(D) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 5 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 5-A Certificateholders the amounts described in
(I)(b)(ii)(E) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 6 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 6-A Certificateholders the amounts
described in (I)(b)(ii)(F) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 7 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 7-A Certificateholders
the amounts described in (I)(b)(ii)(G) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 8
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 8-A
Certificateholders the amounts described in (I)(b)(ii)(H) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 10 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 10-A Certificateholders the amounts described in (I)(b)(ii)(J) above,
such excess shall be distributed in reduction of the Class 9-A Deficiency
Amount;
(xii) to the extent that the portion of the Pool I Available
Distribution Amount related to amounts available from Group 10 remaining
after giving effect to the distributions in (I)(b)(i) above is insufficient
to distribute in full to the Class 10-A Certificateholders amounts
described in (I)(b)(ii)(J) above (such shortfall, the "Class 10-A
Deficiency Amount") and the portion of the Pool I Available Distribution
Amount related to amounts available from Group 1 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 1-A Certificateholders the amounts
described in (I)(b)(ii)(A), or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 2 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 2-A Certificateholders
the amounts described in (I)(b)(ii)(B) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 3
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the Class 3-A
Certificateholders the amounts described in (I)(b)(ii)(C) above, or the
portion of the Pool I Available Distribution Amount related to amounts
available from Group 4 remaining after giving effect to the distributions
in (I)(b)(i) above exceeds the amount required to distribute in full to the
Class 4-A Certificateholders the amounts described in (I)(b)(ii)(D) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 5 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 5-A Certificateholders the amounts described in
(I)(b)(ii)(E) above, or the portion of the Pool I Available Distribution
Amount related to amounts available from Group 6 remaining after giving
effect to the distributions in (I)(b)(i) above exceeds the amount required
to distribute in full to the Class 6-A Certificateholders the amounts
described in (I)(b)(ii)(F) above, or the portion of the Pool I Available
Distribution Amount related to amounts available from Group 7 remaining
after giving effect to the distributions in (I)(b)(i) above exceeds the
amount required to distribute in full to the Class 7-A Certificateholders
the amounts described in (I)(b)(ii)(G) above, or the portion of the Pool I
Available Distribution Amount related to amounts available from Group 8
remaining after giving effect to the distributions in (I)(b)(i) above
exceeds the amount required to distribute in full to the
152
Class 8-A Certificateholders the amounts described in (I)(b)(ii)(H) above,
or the portion of the Pool I Available Distribution Amount related to
amounts available from Group 9 remaining after giving effect to the
distributions in (I)(b)(i) above exceeds the amount required to distribute
in full to the Class 9-A Certificateholders the amounts described in
(I)(b)(ii)(I) above, such excess shall be distributed in reduction of the
Class 10-A Deficiency Amount;
(xiii) If the Pool I Available Distribution Amount is insufficient to
make the distributions set forth in (I)(b)(i) above, the Paying Agent shall
distribute the Pool I Available Distribution Amount (A) solely from amounts
received with respect to Group 1, to the Class 1-A Certificateholders pro
rata in accordance with the amounts otherwise distributable to them
pursuant to (I)(b)(i)(A) through (F) and (AA) above, (B) solely from
amounts received with respect to Group 2, to the Class 2-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(G) through (J) above, (C)
solely from amounts received with respect to Group 3, to the Class 3-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(K) and (L) above, (D) solely
from amounts received with respect to Group 4, to the Class 4-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(M) and (N) above, (E) solely
from amounts received with respect to Group 5, to the Class 5-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(O) and (P) above, (F) solely
from amounts received with respect to Group 6, to the Class 6-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(Q) and (R) above, (G) solely
from amounts received with respect to Group 7, to the Class 7-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(S) and (T) above, (H) solely
from amounts received with respect to Group 8, to the Class 8-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(U) and (V) above, (I) solely
from amounts received with respect to Group 9, to the Class 9-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(W) and (X) above, and (J)
solely from amounts received with respect to Group 10, to the Class 10-A
Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (b)(i)(Y) and (Z) above;
(xiv) If amounts available pursuant to paragraphs (iii) through (xii)
to reduce the Class 1-A Deficiency Amount, the Class 2-A Deficiency Amount,
the Class 3-A Deficiency Amount, the Class 4-A Deficiency Amount, the Class
5-A Deficiency Amount, the Class 6-A Deficiency Amount, the Class 7-A
Deficiency Amount, the Class 8-A Deficiency Amount, the Class 9-A
Deficiency Amount or the Class 10-A Deficiency Amount to zero is
insufficient such available amounts will be applied to reduce such
deficiencies pro rata based upon the amount of such Deficiency Amounts. If
such available amounts exceed the amount required to reduce each Deficiency
Amount to zero, amounts shall be applied from each Pool pro rata based up
on the applicable amount of excess available pursuant to paragraphs (iii)
through (xii); and
(xv) In addition to the foregoing distributions, the Class 1-A
Certificates, Class 2-A Certificates, Class 3-A Certificates, Class 4-A
Certificates, Class 5-A Certificates, Class 6-A Certificates, Class 7-A
Certificates, Class 8-A Certificates, Class 9-A Certificates or Class 10-A
Certificates will receive additional principal distributions on any
Distribution Date prior to the Pool I Credit Support Depletion Date under
the circumstances specified in (A) and (B) below:
(A) On any Distribution Date on or after the date on which the
aggregate Outstanding Certificate Principal Balance of the Class 1-A
Certificates, the aggregate Outstanding Certificate Principal Balance
of the Class 2-A Certificates, the aggregate
153
Outstanding Certificate Principal Balance of the Class 3-A
Certificates, the aggregate Outstanding Certificate Principal Balance
of the Class 4-A Certificates, the aggregate Outstanding Certificate
Principal Balance of the Class 5-A Certificates, the aggregate
Outstanding Certificate Principal Balance of the Class 6-A
Certificates, the aggregate Outstanding Certificate Principal Balance
of the Class 7-A Certificates, the aggregate Outstanding Certificate
Principal Balance of the Class 8-A Certificates, the aggregate
Outstanding Certificate Principal Balance of the Class 9-A
Certificates or the aggregate Outstanding Certificate Principal
Balance of the Class 10-A Certificates has been reduced to zero, all
principal (in excess of that needed to reduce the aggregate
Outstanding Certificate Principal Balance of the Class 1-A
Certificates, the aggregate Outstanding Certificate Principal Balance
of the Class 2-A Certificates, the aggregate Outstanding Certificate
Principal Balance of the Class 3-A Certificates, the aggregate
Outstanding Certificate Principal Balance of the Class 4-A
Certificates, the aggregate Outstanding Certificate Principal Balance
of the Class 5-A Certificates, the aggregate Outstanding Certificate
Principal Balance of the Class 6-A Certificates, the aggregate
Outstanding Certificate Principal Balance of the Class 7-A
Certificates, the aggregate Outstanding Certificate Principal Balance
of the Class 8-A Certificates, the aggregate Outstanding Certificate
Principal Balance of the Class 9-A Certificates or the aggregate
Outstanding Certificate Principal Balance of the Class 10-A
Certificates to zero) received on the Pool I Mortgage Loans in the
Group relating to such Class I-A Certificates that are no longer
outstanding will be distributed as principal to the remaining Class
I-A Certificates related to each other Group, pro rata, based upon
their respective Outstanding Certificate Principal Balances, in
accordance with Section 6.01(I)(b)(ii)(A), 6.01(I)(b)(ii)(B),
6.01(I)(b)(ii)(C), 6.01(I)(b)(ii)(D), 6.01(I)(b)(ii)(E),
6.01(I)(b)(ii)(F), 6.01(I)(b)(ii)(G), 6.01(I)(b)(ii)(H),
6.01(I)(b)(ii)(I) or 6.01(I)(b)(ii)(J), as applicable, in reduction of
the Outstanding Certificate Principal Balances thereof, provided that
on such Distribution Date either (a) the Pool I Aggregate Subordinated
Percentage for such Distribution Date is less than 200% of the initial
Pool I Aggregate Subordinated Percentage, or (b) the average
outstanding Principal Balance of the Pool I Mortgage Loans in any
Group delinquent 60 days or more over the prior six months, as a
percentage of the corresponding Group 1 Subordinated Amount, Group 2
Subordinated Amount, Group 3 Subordinated Amount, Group 4 Subordinated
Amount, Group 5 Subordinated Amount, Group 6 Subordinated Amount,
Group 7 Subordinated Amount, Group 8 Subordinated Amount, Group 9
Subordinated Amount or Group 10 Subordinated Amount, is greater than
or equal to 50%.
(B) If on any Distribution Date on which the aggregate
Outstanding Certificate Principal Balance of the Class 1-A
Certificates, Class 2-A Certificates, Class 3-A Certificates, Class
4-A Certificates, Class 5-A Certificates, Class 6-A Certificates,
Class 7-A Certificates, Class 8-A Certificates, Class 9-A Certificates
or Class 10-A Certificates would be greater than the related
outstanding principal balance of the Pool I Mortgage Loans in the
related Group as of such date (giving effect to any advances but prior
to giving effect to any principal prepayments received with respect to
such Mortgage Loans that have not been passed through to the holders
of such Pool I Certificates) (the "Undercollateralized Group"), after
giving effect to distributions to be made on such Distribution Date,
the portion of the Pool I Available Distribution Amount in respect of
principal on the Pool I Mortgage Loans in the other Groups (each, an
"Overcollateralized Group") otherwise allocable to the Pool I
Subordinated Certificates will be distributed to the Classes of Class
I-A Certificates relating to the Undercollateralized Group (in
accordance with the priorities set forth herein), in reduction of the
principal balances thereof, until the aggregate principal balance of
the
154
Class I-A Certificates included in the Undercollateralized Group is
equal to the outstanding principal balance of the Pool I Mortgage
Loans in the related Group as of such date (giving effect to any
Advances but prior to giving effect to any principal prepayments
received with respect to such Mortgage Loans that have not been passed
through to the holders of such Pool I Certificates). Moreover, the
Pool I Available Distribution Amount with respect to any
Overcollateralized Group will be further reduced (after distributions
of interest to the Class I-A Certificates included in the
Overcollateralized Group) in an amount equal to one month's interest
on the amount by which the Undercollateralized Group is
undercollateralized at the per annum rate equal to the Group 1 Net WAC
(if Group 1 is an Undercollateralized Group), the Group 2 Net WAC (if
Group 2 is an Undercollateralized Group), the Group 3 Net WAC (if
Group 3 is an Undercollateralized Group), the Group 2 Net WAC (if
Group 2 is an Undercollateralized Group), the Group 3 Net WAC (if
Group 3 is an Undercollateralized Group), the Group 4 Net WAC (if
Group 4 is an Undercollateralized Group), the Group 5 Net WAC (if
Group 5 is an Undercollateralized Group), the Group 6 Net WAC (if
Group 6 is an Undercollateralized Group), the Group 7 Net WAC (if
Group 7 is an Undercollateralized Group), the Group 8 Net WAC (if
Group 8 is an Undercollateralized Group), the Group 9 Net WAC (if
Group 9 is an Undercollateralized Group) and Group 10 Net WAC (if
Group 10 is an Undercollateralized Group), plus any shortfall of such
amounts from prior Distribution Dates; provided, however, that in no
event will the Pool I Available Distribution Amount with respect to
any Overcollateralized Group on any Distribution Date be reduced by
more than the sum of (i) the overcollateralized amount with respect to
the Overcollateralized Group and (ii) interest thereon at the weighted
average Certificate Rate on the related Certificate Group. Such
amounts will be distributed to the applicable Classes of Pool I
Certificates in the priority of interest payable on such Distribution
Date. If two or more Groups relating to Mortgage Pool I are
Undercollateralized Groups then amounts will be distributed to the
Undercollateralized Groups pro rata based upon the amounts of
under-collateralization with respect to each Undercollateralized
Group. If two or more Groups relating to Mortgage Pool I are
Overcollateralized Groups then any amounts distributed to the
Undercollateralized Groups will be allocated from each
Overcollateralized Group pro rata based upon amounts available with
respect to each Overcollateralized Group.
(c) Amounts payable on any Distribution Date to the Class I-M
Certificateholders shall be distributed up to an amount equal to (A) the Class
I-M Interest Accrual Amount plus (B) the Class I-M Shortfall from the preceding
Distribution Date plus (C) the portion of the Pool I Subordinated Optimal
Principal Amount allocable (pursuant to Section 6.01(I)(e)) to the Class I-M
Certificates plus (D) any Pool I Carry-over Subordinated Principal Amounts with
respect to the Class I-M Certificates.
(d) Amounts payable on any Distribution Date to the Class I-B
Certificateholders pursuant to Section 6.01(I)(a)(iv) shall be distributed in
the following priority:
(1) first, to the Class I-B1 Certificateholders, up to an amount equal
to (A) the Class I-B1 Interest Accrual Amount plus (B) the Class I-B1 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Pool I Subordinated Optimal Principal Amount allocable to the Class I-B1
Certificates in accordance with Section 6.01(I)(e) plus (D) any Pool I
Carry-over Subordinated Principal Amounts with respect to the Class I-B1
Certificates plus (E) any portion of the Pool I Subordinated Optimal Principal
Amount allocated to the Class I-M Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
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(2) second, to the Class I-B2 Certificateholders, up to an amount
equal to (A) the Class I-B2 Interest Accrual Amount plus (B) the Class I-B2
Shortfall from the preceding Distribution Date plus (C) the pro rata portion, if
any, of the Pool I Subordinated Optimal Principal Amount allocable to the Class
I-B2 Certificates in accordance with Section 6.01(I)(e) plus (D) any Pool I
Carry-over Subordinated Principal Amounts with respect to the Class I-B2
Certificates plus (E) any portion of the Pool I Subordinated Optimal Principal
Amount allocated to the Class I-B1 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
(3) third, to the Class I-B3 Certificateholders, up to an amount equal
to (A) the Class I-B3 Interest Accrual Amount plus (B) the Class I-B3 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Pool I Subordinated Optimal Principal Amount allocable to the Class I-B3
Certificates in accordance with Section 6.01(I)(e) plus (D) any Pool I
Carry-over Subordinated Principal Amounts with respect to the Class I-B3
Certificates plus (E) any portion of the Pool I Subordinated Optimal Principal
Amount allocated to the Class I-B2 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
(4) fourth, to the Class I-B4 Certificateholders, up to an amount
equal to (A) the Class I-B4 Interest Accrual Amount plus (B) the Class I-B4
Shortfall from the preceding Distribution Date plus (C) the pro rata portion, if
any, of the Pool I Subordinated Optimal Principal Amount allocable to the Class
I-B4 Certificates in accordance with Section 6.01(I)(e) plus (D) any Pool I
Carry-over Subordinated Principal Amounts with respect to the Class I-B4
Certificates plus (E) any portion of the Pool I Subordinated Optimal Principal
Amount allocated to the Class I-B3 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class; and
(5) fifth, to the Class I-B5 Certificateholders, up to an amount equal
to (A) the Class I-B5 Interest Accrual Amount plus (B) the Class I-B5 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Pool I Subordinated Optimal Principal Amount allocable to the Class I-B5
Certificates in accordance with Section 6.01(I)(e) plus (D) any Pool I
Carry-over Subordinated Principal Amounts with respect to the Class I-B5
Certificates plus (E) any portion of the Pool I Subordinated Optimal Principal
Amount allocated to the Class I-B4 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class.
(e) On each Distribution Date, the Pool I Subordinated Optimal Principal
Amount shall be allocated among the Classes of Pool I Subordinated Certificates
entitled, pursuant to the next succeeding sentence, to an allocation of
principal on such Distribution Date, pro rata based upon the Outstanding
Certificate Principal Balances of all such Classes so entitled. With respect to
the Pool I Subordinated Certificates, on each Distribution Date, principal shall
be distributable to (1) any Class of Pool I Subordinated Certificates which has
current Pool I Credit Support (before giving effect to any distribution of
principal and any Realized Losses allocable to Mortgage Pool I on such
Distribution Date) greater than or equal to the Pool I Original Credit Support
for such Class; (2) the Class having the lowest numerical class designation of
any outstanding Class of Pool I Subordinated Certificates which does not meet
the criteria in (1) above; and (3) the Class I-B5 Certificates if all other
outstanding Classes of Pool I Subordinated Certificates meet the criteria in (1)
above or if no other Class of Pool I Subordinated Certificates is outstanding;
provided, however, that no Class of Pool I Subordinated Certificates shall
receive any distributions of principal if any Class of Pool I Subordinated
Certificates having a lower numerical class designation than such Class fails to
meet the criteria in (1) above. For purposes of this paragraph, the Class I-M
Certificates shall be deemed to have a lower numerical class designation than
each Class of Class I-B Certificates.
(II) On or after the Pool I Credit Support Depletion Date, the Pool I Available
Distribution Amount shall be applied, first, in respect of interest in
accordance with Section 6.01(I)(b)(i) and, second, in respect
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of principal to each Class of the Class I-A Certificates, pro rata, based upon
their respective outstanding balances.
(III) Based upon the information received from the Servicer, as provided in
Section 6.02, the Paying Agent shall make all calculations necessary to make the
distributions described in this Section 6.01. All distributions made to Pool I
Certificateholders of any Class on each Distribution Date will be made to the
Certificateholders of the respective Class of record on the next preceding
Record Date, except that the final distribution with respect to each Class shall
be made as provided in the forms of Certificates. All distributions made to Pool
I Certificateholders shall be based on the Percentage Interest of the Class
represented by their respective Certificates, and shall be made either by
transfer in immediately available funds to the account of such Holder at a bank
or other financial or depository institution having appropriate facilities
therefor, if such Holder has so notified the Trustee or, if a Paying Agent has
been appointed under Section 4.05, the Paying Agent, in writing at least 10
Business Days prior to the first Distribution Date for which distribution by
wire transfer is to be made and such Holder's Certificates of such Class in the
aggregate evidence an original denomination of not less than $5,000,000 or such
Holder holds a 100% Percentage Interest of such Class or, if not, by check
mailed to the address of the Person entitled thereto as it appears on the
Certificate Register, except that the final distribution in retirement of the
Certificates will be made only upon presentation and surrender of the
Certificates at the office specified in the final Distribution Notice. If on any
Determination Date, the Servicer determines that there are no Pool I Mortgage
Loans outstanding and no other funds or assets in the Trust Fund relating to
Mortgage Pool I other than the funds in the Certificate Account, the Trustee or
if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall
promptly send the final distribution notice to each Pool I Certificateholder
specifying the manner in which the final distribution will be made.
Section 6.01A Distributions With Respect to Pool II Certificates.
(I) Prior to the Pool II Credit Support Depletion Date, the Pool II Available
Distribution Amount shall be applied as follows:
(a) On each Distribution Date, the Paying Agent shall apply an amount equal
to the Pool II Available Distribution Amount in the following order of priority:
(i) (A) solely from amounts received with respect to Group 11, to the
Class 11-A Certificateholders, all distributable amounts up to the sum of
(x) the Class 11-A Interest Accrual Amount and (y) the Class 11-A Interest
Shortfall, distributed pursuant to (I)(b)(i)(A) through (T) below, (B)
solely from amounts received with respect to Group 12, to the Class 12-A
Certificateholders, all distributable amounts up to the sum of (x) the
Class 12-A Interest Accrual Amount and (y) the Class 12-A Interest
Shortfall, distributed pursuant to (I)(b)(i)(U) through (BB) below and (C)
solely from amounts received with respect to Group 13, to the Class 13-A
Certificateholders, all distributable amounts up to the sum of (x) the
Class 13-A Interest Accrual Amount and (y) the Class 13-A Interest
Shortfall, distributed pursuant to (I)(b)(i)(CC) through (II) below;
(ii) the balance, if any, of the Pool II Available Distribution Amount
shall be distributed (A) solely from amounts received with respect to Group
11 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (A)) to the Class 11-A Certificateholders in
the amounts distributable pursuant to (I)(b)(ii)(A) below, up to the Class
11-A Optimal Principal Amount, (B) solely from amounts received with
respect to Group 12 pro rata (in accordance with the maximum amounts
distributable in accordance with this clause (B)) to the Class 12-A
Certificateholders in the amounts distributable pursuant to (I)(b)(ii)(B)
below, up to the Class 12-A Optimal Principal Amount and (C) solely from
amounts received with respect to
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Group 13 pro rata (in accordance with the maximum amounts distributable in
accordance with this clause (C)) to the Class 13-A Certificateholders in
the amounts distributable pursuant to (I)(b)(ii)(C) below, up to the Class
13-A Optimal Principal Amount;
(iii) subject to subsection (I)(b) below, to the Class II-M
Certificateholders, the balance, if any, of the Pool II Available
Distribution Amount after making the distributions provided for in
paragraphs (I)(i) and (ii) above, in accordance with, and up to the amount
calculated pursuant to, Section 6.01A(I)(c) below;
(iv) subject to subsection (I)(b) below, to the Class II-B
Certificateholders, the balance, if any, of the Pool II Available
Distribution Amount after making the distributions provided for in
paragraphs (I)(i) through (iii) above, in accordance with, and up to the
amounts calculated pursuant to, Section 6.01A(I)(d) below; and
(v) to the Class A-R Certificateholders the balance, if any, of the
Available Distribution Amount remaining after the distributions provided
for in paragraphs (I)(i) through (iv) above.
(b) Amounts payable to the Class II-A Certificateholders on any
Distribution Date shall be distributed as follows:
(i) to the extent the amount available for distribution pursuant to
paragraph (I)(a)(i) above is sufficient:
(A) to the Class 11-A1 Certificateholders, (1) the Class 11-A1
Interest Accrual Amount plus (2) the Class 11-A1 Shortfall from the
preceding Distribution Date;
(B) to the Class 11-M1 Certificateholders, (1) the Class 11-M1
Interest Accrual Amount plus (2) the Class 11-M1 Shortfall from the
preceding Distribution Date;
(C) to the Class 11-S1 Certificateholders, (1) the Class 11-S1
Interest Accrual Amount plus (2) the Class 11-S1 Shortfall from the
preceding Distribution Date;
(D) to the Class 11-L1 Certificateholders, (1) the Class 11-L1
Interest Accrual Amount plus (2) the Class 11-L1 Shortfall from the
preceding Distribution Date;
(E) to the Class 11-F1 Certificateholders, (1) the Class 11-F1
Interest Accrual Amount plus (2) the Class 11-F1 Shortfall from the
preceding Distribution Date;
(F) to the Class 11-A2 Certificateholders, (1) the Class 11-A2
Interest Accrual Amount plus (2) the Class 11-A2 Shortfall from the
preceding Distribution Date;
(G) to the Class 11-A3 Certificateholders, (1) the Class 11-A3
Interest Accrual Amount plus (2) the Class 11-A3 Shortfall from the
preceding Distribution Date;
(H) to the Class 11-A4 Certificateholders, (1) the Class 11-A4
Interest Accrual Amount plus (2) the Class 11-A4 Shortfall from the
preceding Distribution Date;
(I) to the Class 11-A5 Certificateholders, (1) the Class 11-A5
Interest Accrual Amount plus (2) the Class 11-A5 Shortfall from the
preceding Distribution Date;
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(J) to the Class 11-M5 Certificateholders, (1) the Class 11-M5
Interest Accrual Amount plus (2) the Class 11-M5 Shortfall from the
preceding Distribution Date;
(K) to the Class 11-S5 Certificateholders, (1) the Class 11-S5
Interest Accrual Amount plus (2) the Class 11-S5 Shortfall from the
preceding Distribution Date;
(L) to the Class 11-L5 Certificateholders, (1) the Class 11-L5
Interest Accrual Amount plus (2) the Class 11-L5 Shortfall from the
preceding Distribution Date;
(M) to the Class 11-F5 Certificateholders, (1) the Class 11-F5
Interest Accrual Amount plus (2) the Class 11-F5 Shortfall from the
preceding Distribution Date;
(N) to the Class 11-A6 Certificateholders, (1) the Class 11-A6
Interest Accrual Amount plus (2) the Class 11-A6 Shortfall from the
preceding Distribution Date;
(O) to the Class 11-A7 Certificateholders, (1) the Class 11-A7
Interest Accrual Amount plus (2) the Class 11-A7 Shortfall from the
preceding Distribution Date;
(P) to the Class 11-A8 Certificateholders, (1) the Class 11-A8
Interest Accrual Amount plus (2) the Class 11-A8 Shortfall from the
preceding Distribution Date;
(Q) to the Class 11-M8 Certificateholders, (1) the Class 11-M8
Interest Accrual Amount plus (2) the Class 11-M8 Shortfall from the
preceding Distribution Date;
(R) to the Class 11-S8 Certificateholders, (1) the Class 11-S8
Interest Accrual Amount plus (2) the Class 11-S8 Shortfall from the
preceding Distribution Date;
(S) to the Class 11-L8 Certificateholders, (1) the Class 11-L8
Interest Accrual Amount plus (2) the Class 11-L8 Shortfall from the
preceding Distribution Date;
(T) to the Class 11-F8 Certificateholders, (1) the Class 11-F8
Interest Accrual Amount plus (2) the Class 11-F8 Shortfall from the
preceding Distribution Date;
(U) to the Class 12-A1 Certificateholders, (1) the Class 12-A1
Interest Accrual Amount plus (2) the Class 12-A1 Shortfall from the
preceding Distribution Date;
(V) to the Class 12-A2 Certificateholders, (1) the Class 12-A2
Interest Accrual Amount plus (2) the Class 12-A2 Shortfall from the
preceding Distribution Date;
(W) to the Class 12-A3 Certificateholders, (1) the Class 12-A3
Interest Accrual Amount plus (2) the Class 12-A3 Shortfall from the
preceding Distribution Date;
(X) to the Class 12-M3 Certificateholders, (1) the Class 12-M3
Interest Accrual Amount plus (2) the Class 12-M3 Shortfall from the
preceding Distribution Date;
(Y) to the Class 12-S3 Certificateholders, (1) the Class 12-S3
Interest Accrual Amount plus (2) the Class 12-S3 Shortfall from the
preceding Distribution Date;
(Z) to the Class 12-L3 Certificateholders, (1) the Class 12-L3
Interest Accrual Amount plus (2) the Class 12-L3 Shortfall from the
preceding Distribution Date;
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(AA) to the Class 12-F3 Certificateholders, (1) the Class 12-F3
Interest Accrual Amount plus (2) the Class 12-F3 Shortfall from the
preceding Distribution Date;
(BB) to the Class 12-A4 Certificateholders, (1) the Class 12-A4
Interest Accrual Amount plus (2) the Class 12-A4 Shortfall from the
preceding Distribution Date;
(CC) to the Class 13-A1 Certificateholders, (1) the Class 13-A1
Interest Accrual Amount plus (2) the Class 13-A1 Shortfall from the
preceding Distribution Date;
(DD) to the Class 13-A2 Certificateholders, (1) the Class 13-A2
Interest Accrual Amount plus (2) the Class 13-A2 Shortfall from the
preceding Distribution Date;
(EE) to the Class 13-M2 Certificateholders, (1) the Class 13-M2
Interest Accrual Amount plus (2) the Class 13-M2 Shortfall from the
preceding Distribution Date;
(FF) to the Class 13-S2 Certificateholders, (1) the Class 13-S2
Interest Accrual Amount plus (2) the Class 13-S2 Shortfall from the
preceding Distribution Date;
(GG) to the Class 13-L2 Certificateholders, (1) the Class 13-L2
Interest Accrual Amount plus (2) the Class 13-L2 Shortfall from the
preceding Distribution Date;
(HH) to the Class 13-F2 Certificateholders, (1) the Class 13-F2
Interest Accrual Amount plus (2) the Class 13-F2 Shortfall from the
preceding Distribution Date;
(II) to the Class 13-A3 Certificateholders, (1) the Class 13-A3
Interest Accrual Amount plus (2) the Class 13-A3 Shortfall from the
preceding Distribution Date;
(ii) concurrently, (A) to the Class 11-A Certificateholders, solely from
the portion of the Pool II Available Distribution Amount related to amounts
received with respect to Group 11 up to the Class 11-A Optimal Principal Amount,
allocated among the Class 11-A Certificates in accordance with the Class 11-A
Principal Payment Rules, (B) to the Class 12-A Certificateholders, solely from
the portion of the Pool II Available Distribution Amount related to amounts
received with respect to Group 12 up to the Class 12-A Optimal Principal Amount,
allocated among the Class 12-A Certificates in accordance with the Class 12-A
Principal Payment Rules and (C) to the Class 13-A Certificateholders, solely
from the portion of the Pool II Available Distribution Amount related to amounts
received with respect to Group 13 up to the Class 13-A Optimal Principal Amount,
allocated among the Class 13-A Certificates in accordance with the Class 13-A
Principal Payment Rules;
(iii) to the extent that the portion of the Pool II Available Distribution
Amount related to amounts available from Group 11 remaining after giving effect
to the distributions in (I)(b)(i) above is insufficient to distribute in full to
the Class 11-A Certificateholders amounts described in (I)(b)(ii)(A) above (such
shortfall, the "Class 11-A Deficiency Amount") and the portion of the Pool II
Available Distribution Amount related to amounts available from Group 12
remaining after giving effect to the distributions in (I)(b)(i) above exceeds
the amount required to distribute in full to the Class 12-A Certificateholders
the amounts described in (I)(b)(ii)(B) above, or the portion of the Pool II
Available Distribution Amount related to amounts available from Group 13
remaining after giving effect to the distributions in (I)(b)(i) above exceeds
the amount required to distribute in full to the Class 13-A Certificateholders
the amounts described in (I)(b)(ii)(C) above, such excess shall be distributed
in reduction of the Class 11-A Deficiency Amount;
160
(iv) to the extent that the portion of the Pool II Available Distribution
Amount related to amounts available from Group 12 remaining after giving effect
to the distributions in (b)(i) above is insufficient to distribute in full to
the Class 12-A Certificateholders amounts described in (b)(ii)(B) above (such
shortfall, the "Class 12-A Deficiency Amount") and the portion of the Pool II
Available Distribution Amount related to amounts available from Group 11
remaining after giving effect to the distributions in (I)(b)(i) above exceeds
the amount required to distribute in full to the Class 11-A Certificateholders
the amounts described in (I)(b)(ii)(A) above, or the portion of the Pool II
Available Distribution Amount related to amounts available from Group 13
remaining after giving effect to the distributions in (I)(b)(i) above exceeds
the amount required to distribute in full to the Class 13-A Certificateholders
the amounts described in (I)(b)(ii)(C) above, such excess shall be distributed
in reduction of the Class 2-A Deficiency Amount;
(v) to the extent that the portion of the Pool II Available Distribution
Amount related to amounts available from Group 13 remaining after giving effect
to the distributions in (b)(i) above is insufficient to distribute in full to
the Class 13-A Certificateholders amounts described in (b)(ii)(C) above (such
shortfall, the "Class 13-A Deficiency Amount") and the portion of the Pool II
Available Distribution Amount related to amounts available from Group 11
remaining after giving effect to the distributions in (I)(b)(i) above exceeds
the amount required to distribute in full to the Class 11-A Certificateholders
the amounts described in (I)(b)(ii)(A), or the portion of the Pool II Available
Distribution Amount related to amounts available from Group 12 remaining after
giving effect to the distributions in (I)(b)(i) above exceeds the amount
required to distribute in full to the Class 12-A Certificateholders the amounts
described in (I)(b)(ii)(B) above, such excess shall be distributed in reduction
of the Class 3-A Deficiency Amount;
(vi) If the Pool II Available Distribution Amount is insufficient to make
the distributions set forth in (I)(b)(i) above, the Paying Agent shall
distribute the Pool II Available Distribution Amount (A) solely from amounts
received with respect to Group 11, to the Class 11-A Certificateholders pro rata
in accordance with the amounts otherwise distributable to them pursuant to
(I)(b)(i)(A) through (T) above, (B) solely from amounts received with respect to
Group 12, to the Class 12-A Certificateholders pro rata in accordance with the
amounts otherwise distributable to them pursuant to (I)(b)(i)(U) through (BB)
above, and (C) solely from amounts received with respect to Group 13, to the
Class 13-A Certificateholders pro rata in accordance with the amounts otherwise
distributable to them pursuant to (I)(b)(i)(CC) through (II) above;
(vii) If amounts available pursuant to paragraphs (iii) through (v) to
reduce the Class 11-A Deficiency Amount, the Class 12-A Deficiency Amount or the
Class 13-A Deficiency Amount to zero is insufficient such available amounts will
be applied to reduce such deficiencies pro rata based upon the amount of such
Deficiency Amounts. If such available amounts exceed the amount required to
reduce each Deficiency Amount to zero, amounts shall be applied from each Pool
pro rata based up on the applicable amount of excess available pursuant to
paragraphs (iii) through (v); and
(viii) In addition to the foregoing distributions, the Class 11-A
Certificates, Class 12-A Certificates or Class 13-A Certificates will receive
additional principal distributions on any Distribution Date prior to the Pool II
Credit Support Depletion Date under the circumstances specified in (A) and (B)
below:
(A) On any Distribution Date on or after the date on which the
aggregate Outstanding Certificate Principal Balance of the Class 11-A
Certificates, the aggregate Outstanding Certificate Principal Balance of
the Class 12-A Certificates or the aggregate Outstanding Certificate
Principal Balance of the Class 13-A Certificates has been reduced
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to zero, all principal (in excess of that needed to reduce the aggregate
Outstanding Certificate Principal Balance of the Class 11-A Certificates,
the aggregate Outstanding Certificate Principal Balance of the Class 12-A
Certificates or the aggregate Outstanding Certificate Principal Balance of
the Class 13-A Certificates to zero) received on the Pool II Mortgage Loans
in the Group relating to such Class II-A Certificates that are no longer
outstanding will be distributed as principal to the remaining Class II-A
Certificates related to each other Group, pro rata, based upon their
respective Outstanding Certificate Principal Balances, in accordance with
Section 6.01A(I)(b)(ii)(A), 6.01A(I)(b)(ii)(B) or 6.01A(I)(b)(ii)(C), as
applicable, in reduction of the Outstanding Certificate Principal Balances
thereof, provided that on such Distribution Date either (a) the Pool II
Aggregate Subordinated Percentage for such Distribution Date is less than
200% of the initial Pool II Aggregate Subordinated Percentage, or (b) the
average outstanding Principal Balance of the Pool II Mortgage Loans in any
Group delinquent 60 days or more over the prior six months, as a percentage
of the corresponding Group 11 Subordinated Amount, Group 12 Subordinated
Amount or Group 13 Subordinated Amount, is greater than or equal to 50%.
(B) If on any Distribution Date on which the aggregate Outstanding
Certificate Principal Balance of the Class 11-A Certificates, Class 12-A
Certificates or Class 13-A Certificates would be greater than the related
outstanding principal balance of the Pool II Mortgage Loans in the related
Group as of such date (giving effect to any advances but prior to giving
effect to any principal prepayments received with respect to such Mortgage
Loans that have not been passed through to the holders of such Pool II
Certificates) (the "Undercollateralized Group"), after giving effect to
distributions to be made on such Distribution Date, the portion of the Pool
II Available Distribution Amount in respect of principal on the Pool II
Mortgage Loans in the other Groups (each, an "Overcollateralized Group")
otherwise allocable to the Pool I Subordinated Certificates will be
distributed to the Classes of Class II-A Certificates relating to the
Undercollateralized Group (in accordance with the priorities set forth
herein), in reduction of the principal balances thereof, until the
aggregate principal balance of the Class II-A Certificates included in the
Undercollateralized Group is equal to the outstanding principal balance of
the Pool II Mortgage Loans in the related Group as of such date (giving
effect to any Advances but prior to giving effect to any principal
prepayments received with respect to such Mortgage Loans that have not been
passed through to the holders of such Pool II Certificates). Moreover, the
Pool II Available Distribution Amount with respect to any
Overcollateralized Group will be further reduced (after distributions of
interest to the Class II-A Certificates included in the Overcollateralized
Group) in an amount equal to one month's interest on the amount by which
the Undercollateralized Group is undercollateralized at the per annum rate
equal to the Group 11 Net WAC (if Group 11 is an Undercollateralized
Group), the Group 12 Net WAC (if Group 12 is an Undercollateralized Group)
and the Group 13 Net WAC (if Group 13 is an Undercollateralized Group),
plus any shortfall of such amounts from prior Distribution Dates; provided,
however, that in no event will the Pool II Available Distribution Amount
with respect to any Overcollateralized Group on any Distribution Date be
reduced by more than the sum of (i) the overcollateralized amount with
respect to the Overcollateralized Group and (ii) interest thereon at the
weighted average Certificate Rate on the related Certificate Group. Such
amounts will be distributed to the applicable Classes of Pool II
Certificates in the priority of interest payable on such Distribution Date.
If two or more Groups relating to Mortgage Pool II are Undercollateralized
Groups then amounts will be distributed to the Undercollateralized Groups
pro rata based upon the amounts of under-collateralization with respect to
each Undercollateralized Group. If
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two or more Groups relating to Mortgage Pool II are Overcollateralized
Groups then any amounts distributed to the Undercollateralized Groups will
be allocated from each Overcollateralized Group pro rata based upon amounts
available with respect to each Overcollateralized Group.
(c) Amounts payable on any Distribution Date to the Class II-M
Certificateholders shall be distributed up to an amount equal to (A) the Class
II-M Interest Accrual Amount plus (B) the Class II-M Shortfall from the
preceding Distribution Date plus (C) the portion of the Pool II Subordinated
Optimal Principal Amount allocable (pursuant to Section 6.01(I)(e)) to the Class
II-M Certificates plus (D) any Pool II Carry-over Subordinated Principal Amounts
with respect to the Class II-M Certificates.
(d) Amounts payable on any Distribution Date to the Class II-B
Certificateholders pursuant to Section 6.01(I)(a)(iv) shall be distributed in
the following priority:
(1) first, to the Class II-B1 Certificateholders, up to an amount
equal to (A) the Class II-B1 Interest Accrual Amount plus (B) the Class II-B1
Shortfall from the preceding Distribution Date plus (C) the pro rata portion, if
any, of the Pool II Subordinated Optimal Principal Amount allocable to the Class
II-B1 Certificates in accordance with Section 6.01A(I)(e) plus (D) any Pool II
Carry-over Subordinated Principal Amounts with respect to the Class II-B1
Certificates plus (E) any portion of the Pool II Subordinated Optimal Principal
Amount allocated to the Class II-M Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
(2) second, to the Class II-B2 Certificateholders, up to an amount
equal to (A) the Class II-B2 Interest Accrual Amount plus (B) the Class II-B2
Shortfall from the preceding Distribution Date plus (C) the pro rata portion, if
any, of the Pool II Subordinated Optimal Principal Amount allocable to the Class
II-B2 Certificates in accordance with Section 6.01A(I)(e) plus (D) any Pool II
Carry-over Subordinated Principal Amounts with respect to the Class II-B2
Certificates plus (E) any portion of the Pool II Subordinated Optimal Principal
Amount allocated to the Class II-B1 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
(3) third, to the Class II-B3 Certificateholders, up to an amount
equal to (A) the Class II-B3 Interest Accrual Amount plus (B) the Class II-B3
Shortfall from the preceding Distribution Date plus (C) the pro rata portion, if
any, of the Pool II Subordinated Optimal Principal Amount allocable to the Class
II-B3 Certificates in accordance with Section 6.01A(I)(e) plus (D) any Pool II
Carry-over Subordinated Principal Amounts with respect to the Class II-B3
Certificates plus (E) any portion of the Pool II Subordinated Optimal Principal
Amount allocated to the Class II-B2 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class;
(4) fourth, to the Class II-B4 Certificateholders, up to an amount
equal to (A) the Class II-B4 Interest Accrual Amount plus (B) the Class II-B4
Shortfall from the preceding Distribution Date plus (C) the pro rata portion, if
any, of the Pool II Subordinated Optimal Principal Amount allocable to the Class
II-B4 Certificates in accordance with Section 6.01A(I)(e) plus (D) any Pool II
Carry-over Subordinated Principal Amounts with respect to the Class II-B4
Certificates plus (E) any portion of the Pool II Subordinated Optimal Principal
Amount allocated to the Class II-B3 Certificates in excess of the Outstanding
Certificate Principal Balance of such Class; and
(5) fifth, to the Class II-B5 Certificateholders, up to an amount
equal to (A) the Class II-B5 Interest Accrual Amount plus (B) the Class II-B5
Shortfall from the preceding Distribution Date plus (C) the pro rata portion, if
any, of the Pool II Subordinated Optimal Principal Amount allocable to the Class
II-B5 Certificates in accordance with Section 6.01A(I)(e) plus (D) any Pool II
Carry-over Subordinated Principal Amounts with respect to the Class II-B5
Certificates plus (E) any portion of the
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Pool II Subordinated Optimal Principal Amount allocated to the Class II-B4
Certificates in excess of the Outstanding Certificate Principal Balance of such
Class.
(e) On each Distribution Date, the Pool II Subordinated Optimal Principal
Amount shall be allocated among the Classes of Pool II Subordinated Certificates
entitled, pursuant to the next succeeding sentence, to an allocation of
principal on such Distribution Date, pro rata based upon the Outstanding
Certificate Principal Balances of all such Classes so entitled. With respect to
the Pool II Subordinated Certificates, on each Distribution Date, principal
shall be distributable to (1) any Class of Pool II Subordinated Certificates
which has current Pool II Credit Support (before giving effect to any
distribution of principal and any Realized Losses allocable to Mortgage Pool II
on such Distribution Date) greater than or equal to the Pool II Original Credit
Support for such Class; (2) the Class having the lowest numerical class
designation of any outstanding Class of Pool II Subordinated Certificates which
does not meet the criteria in (1) above; and (3) the Class II-B5 Certificates if
all other outstanding Classes of Pool II Subordinated Certificates meet the
criteria in (1) above or if no other Class of Pool II Subordinated Certificates
is outstanding; provided, however, that no Class of Pool II Subordinated
Certificates shall receive any distributions of principal if any Class of Pool
II Subordinated Certificates having a lower numerical class designation than
such Class fails to meet the criteria in (1) above. For purposes of this
paragraph, the Class II-M Certificates shall be deemed to have a lower numerical
class designation than each Class of Class II-B Certificates.
(II) On or after the Pool II Credit Support Depletion Date, the Pool II
Available Distribution Amount shall be applied, first, in respect of interest in
accordance with Section 6.01A(I)(b)(i) and, second, in respect of principal to
each Class of the Class II-A Certificates, pro rata, based upon their respective
outstanding balances.
(III) Based upon the information received from the Servicer, as provided in
Section 6.02, the Paying Agent shall make all calculations necessary to make the
distributions described in this Section 6.01. All distributions made to Pool II
Certificateholders of any Class on each Distribution Date will be made to the
Certificateholders of the respective Class of record on the next preceding
Record Date, except that the final distribution with respect to each Class shall
be made as provided in the forms of Certificates. All distributions made to Pool
II Certificateholders shall be based on the Percentage Interest of the Class
represented by their respective Certificates, and shall be made either by
transfer in immediately available funds to the account of such Holder at a bank
or other financial or depository institution having appropriate facilities
therefor, if such Holder has so notified the Trustee or, if a Paying Agent has
been appointed under Section 4.05, the Paying Agent, in writing at least 10
Business Days prior to the first Distribution Date for which distribution by
wire transfer is to be made and such Holder's Certificates of such Class in the
aggregate evidence an original denomination of not less than $5,000,000 or such
Holder holds a 100% Percentage Interest of such Class or, if not, by check
mailed to the address of the Person entitled thereto as it appears on the
Certificate Register, except that the final distribution in retirement of the
Certificates will be made only upon presentation and surrender of the
Certificates at the office specified in the final Distribution Notice. If on any
Determination Date, the Servicer determines that there are no Pool II Mortgage
Loans outstanding and no other funds or assets in the Trust Fund relating to
Mortgage Pool II other than the funds in the Certificate Account, the Trustee or
if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall
promptly send the final distribution notice to each Pool I Certificateholder
specifying the manner in which the final distribution will be made.
(IV) Notwithstanding anything to the contrary contained herein, each of the
Class 11-A Certificates (other than the Class 11-A2 Certificates) will be
entitled to distributions based upon such Class's proportionate share of amounts
allocated to the Class 11-A1 Components related to such Class giving effect to
any exchanges with respect to the Class 11-A Certificates, as follows: (a) on
each Distribution Date that the Outstanding Certificate Principal Balance of the
Class 11-A1 Certificates is greater than
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zero, the Class 11-A1 Certificates will be entitled to receive a proportionate
share of the principal distributions (and will be allocated a proportionate
share of Realized Losses) allocated to the Class 11-A1 Component A, Class 11-A1
Component B, Class 11-A1 Component C, Class 11-A1 Component D, Class 11-A1
Component E and Class 11-A1 Component F; (b) on each Distribution Date that the
Outstanding Certificate Principal Balance of the Class 11-A3 Certificates is
greater than zero, the Class 11-A3 Certificates will be entitled to receive a
proportionate share of the principal distributions (and will be allocated a
proportionate share of Realized Losses) allocated to the Class 11-A1 Component
A; (c) on each Distribution Date that the Outstanding Certificate Principal
Balance of the Class 11-A4 Certificates is greater than zero, the Class 11-A4
Certificates will be entitled to receive a proportionate share of the principal
distributions (and will be allocated a proportionate share of Realized Losses)
allocated to the Class 11-A1 Component B, Class 11-A1 Component C and Class
11-A1 Component D; (d) on each Distribution Date that the Outstanding
Certificate Principal Balance of the Class 11-A5 Certificates is greater than
zero, the Class 11-A5 Certificates will be entitled to receive a proportionate
share of the principal distributions (and will be allocated a proportionate
share of Realized Losses) allocated to the Class 11-A1 Component E and Class
11-A1 Component F; (e) on each Distribution Date that the Outstanding
Certificate Principal Balance of the Class 11-A6 Certificates is greater than
zero, the Class 11-A6 Certificates will be entitled to receive a proportionate
share of the principal distributions (and will be allocated a proportionate
share of Realized Losses) allocated to the Class 11-A1 Component A, Class 11-A1
Component B and Class 11-A1 Component C; (f) on each Distribution Date that the
Outstanding Certificate Principal Balance of the Class 11-A7 Certificates is
greater than zero, the Class 11-A7 Certificates will be entitled to receive a
proportionate share of the principal distributions (and will be allocated a
proportionate share of Realized Losses) allocated to the Class 11-A1 Component D
and Class 11-A1 Component E; and (g) on each Distribution Date that the
Outstanding Certificate Principal Balance of the Class 11-A8 Certificates is
greater than zero, the Class 11-A8 Certificates will be entitled to receive a
proportionate share of the principal distributions (and will be allocated a
proportionate share of Realized Losses) allocated to the Class 11-A1 Component
F.
Section 6.02 Statements to the Certificateholders.
(a) Not later than the earlier of (i) three Business Days after the
Determination Date and (ii) the second Business Day prior to each Distribution
Date, the Servicer shall send to the Paying Agent and the Trustee (in such
format as may be mutually agreed) the relevant information for purposes of this
Section 6.02. Not later than each Distribution Date, the Paying Agent shall make
available on its website located at xxx.xxxxxxxx.xxx/xxx or upon request shall
send to any Certificateholder, the Depositor, the Trustee, the Servicer, any
co-trustee, and each Rating Agency a statement setting forth the following
information, after giving effect to the distributions to be made by the Paying
Agent pursuant to Section 6.01 on or as of such Distribution Date:
(i) with respect to each Class of Certificates the amount of such
distribution to Holders of such Class allocable to principal;
(ii) with respect to each Class of Certificates the amount of such
distribution to Holders of such Class allocable to interest;
(iii) for each Mortgage Pool, the aggregate amount of any Principal
Prepayments, Repurchase Proceeds or other unscheduled recoveries included
in the distributions to Certificateholders, in each case both in the
aggregate and by Pool;
(iv) for each Mortgage Pool, the aggregate amount of any Advances by
the Servicer pursuant to Section 6.03, both in the aggregate and by Pool;
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(v) the number of Outstanding Mortgage Loans in each Mortgage Pool and
the Mortgage Pool Principal Balances of each of Mortgage Pool I and
Mortgage Pool II as of the close of business as of the end of the related
Principal Prepayment Period;
(vi) the related amount of the Servicing Fees (as adjusted pursuant to
Section 6.05) retained or withdrawn from the Collection Account by the
Servicer;
(vii) for each Mortgage Pool, the number and aggregate principal
amounts of Mortgage Loans (A) delinquent (calculated using the Mortgage
Bankers Association (MBA) method) (1) one Monthly Payment, (2) two Monthly
Payments and (3) three or more Monthly Payments, (B) in foreclosure and (C)
in bankruptcy, in each case, as of the end of the close of business on the
first day of the calendar month of such Distribution Date;
(viii) for each Mortgage Pool, the number and the principal balance of
Mortgage Loans with respect to any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(ix) for each Mortgage Pool, the aggregate amount of all Advances
recovered during the related Due Period;
(x) with respect to the following Distribution Date, the Class I-A
Percentage, the Class II-A Percentage, the Class I-M Percentage, the Class
II-M Percentage, the Class I-B1 Percentage, the Class II-B1 Percentage, the
Class I-B2 Percentage, the Class II-B2 Percentage, the Class I-B3
Percentage, the Class II-B3 Percentage, the Class I-B4 Percentage, the
Class II-B4 Percentage, the Class I-B5 Percentage, the Class II-B5
Percentage, the Class I-A Principal Balance, the Class II-A Principal
Balance, the Class I-M Principal Balance, the Class II-M Principal Balance,
the Class I-B Principal Balance, the Class I-B Principal Balance, the Class
I-A Prepayment Percentage, the Class II-A Prepayment Percentage, the Class
1-A Percentage, the Class 2-A Percentage, the Class 3-A Percentage, the
Class 4-A Percentage, the Class 5-A Percentage, the Class 6-A Percentage,
the Class 7-A Percentage, the Class 8-A Percentage, the Class 9-A
Percentage, the Class 10-A Percentage, the Class 11-A Percentage, the Class
12-A Percentage, the Class 13-A Percentage, the Class I-A Prepayment
Percentage, the Class II-A Prepayment Percentage, the Class 1-A Prepayment
Percentage, the Class 2-A Prepayment Percentage, the Class 3-A Prepayment
Percentage, the Class 4-A Prepayment Percentage, the Class 5-A Prepayment
Percentage, the Class 6-A Prepayment Percentage, the Class 7-A Prepayment
Percentage, the Class 8-A Prepayment Percentage, the Class 9-A Prepayment
Percentage, the Class 10-A Prepayment Percentage, the Class 11-A Prepayment
Percentage, the Class 12-A Prepayment Percentage, the Class 13-A Prepayment
Percentage, the Class 1-A Principal Balance, the Class 2-A Principal
Balance, the Class 3-A Principal Balance, the Class 4-A Principal Balance,
the Class 5-A Principal Balance, the Class 6-A Principal Balance, the Class
7-A Principal Balance, the Class 8-A Principal Balance, the Class 9-A
Principal Balance, the Class 10-A Principal Balance, the Class 11-A
Principal Balance, the Class 12-A Principal Balance, the Class 13-A
Principal Balance and the level of Pool I Credit Support or Pool II Credit
Support, as applicable, if any, with respect to each Class of Subordinated
Certificates;
(xi) for each Mortgage Pool, the aggregate amount of Realized Losses
during the related Due Period and the aggregate amount of Realized Losses
since the Cut-off Date;
(xii) the allocation to each Class of Certificate of any Realized
Losses during the related Due Period;
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(xiii) the Outstanding Certificate Principal Balance of each Class of
Certificates immediately prior to and after giving effect to the
distributions to each Class on such Distribution Date;
(xiv) with respect to each Class of Certificates, any amounts of
Compensating Interest Shortfalls and reductions relating to the Relief Act
on such Distribution Date;
(xv) for each Mortgage Pool, the number of Mortgage Loans with respect
to which a reduction in the Mortgage Rate has occurred pursuant to the
Relief Act, as well as the amount of interest not required to be paid with
respect to any such Mortgage Loans during the related Due Period as a
result of such reductions; both in the aggregate and for each Class of
Certificates;
(xvi) for each Mortgage Pool, updated pool composition information
such as weighted average coupon, weighted average life, weighted average
remaining term, pool factors and prepayment amounts;
(xvii) for each Mortgage Pool, if applicable, any material changes to
methodology regarding calculations of delinquencies and charge-offs;
(xviii) for each Mortgage Pool, any material modifications, extensions
or waivers to pool asset terms, fees, penalties or payments during the
distribution period or that have cumulatively become material over time;
(xix) for each Mortgage Pool, material breaches of pool asset
representations or warranties or transaction covenants;
(xx) for each Mortgage Pool, information on ratio, coverage or other
test used for determining any early amortization, liquidation or other
performance trigger and whether the trigger was met;
(xxi) for each Mortgage Pool, if applicable, information regarding any
new issuance of asset-backed securities backed by the same asset pool, any
pool asset changes (other than in connection with a pool asset converting
into cash in accordance with its terms), such as additions or removals in
connection with a prefunding period and pool asset substitutions and
repurchases (and purchase rates, if applicable), and cash flows available
for future purchases, such as the balances of any prefunding or revolving
accounts, if applicable; and
(xxii) for each Mortgage Pool, any material changes in the
solicitation, credit-granting, underwriting, origination, acquisition or
pool selection criteria or procedures, as applicable, used to originate,
acquire or select the new pool assets.
The Paying Agent's responsibility for sending the above information to the
Certificateholders is limited to the availability, timeliness and accuracy of
the information derived from the Servicer which shall be provided as required in
this Section 6.02(a).
Upon reasonable advance notice in writing if required by federal
regulation, the Servicer will provide to each Certificateholder which is a
savings and loan association, bank or insurance company certain reports and
access during business hours to information and documentation regarding the
Mortgage Loans sufficient to permit such Certificateholder to comply with
applicable regulations of regulatory authorities with respect to investment in
the Certificates; provided, that the Servicer shall be
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entitled to be reimbursed by each such Certificateholder for the Servicer's
actual expenses incurred in providing such reports and access.
(b) The Servicer shall cause to be prepared, and the Servicer or the
Trustee, as required by applicable law, shall file, any and all tax returns,
information statements or other filings required to be delivered to
Certificateholders and any governmental taxing authority pursuant to any
applicable law with respect to the Trust Fund and the transactions contemplated
hereby (the Servicer or the Trustee may, at its option but with the consent of
the other, which consent shall not be unreasonably withheld, appoint an
organization which regularly engages in the preparation and filing of such
documents on a continuous basis for profit and which represents itself to be
expert in such matters) and the Servicer shall maintain a record of the
information necessary for the application of Section 860E(e) of the Code and
shall make such information available as required by Section 860D(a)(6) of the
Code; provided, however, that the Servicer shall notify the Trustee of the
Trustee's obligation to make any such filings and that any fees of the
organization appointed as provided above shall be paid by the Servicer; and
provided further that if an organization is employed, as described above, to
prepare and file any such filings, neither the Trustee nor the Servicer shall be
liable for any errors by such organization.
Section 6.03 Advances by the Servicer. If, on any Determination Date, the
Servicer determines that any Monthly Payments due on the immediately preceding
Due Date have not been received, the Servicer shall, unless it determines in its
sole discretion that such amounts will not be recoverable from Late Collections,
Liquidation Proceeds or otherwise, make an Advance on or before two Business
Days prior to the related Distribution Date in an amount equal to the amount of
such delinquent Monthly Payments, after adjustment of any delinquent interest
payment for the Servicing Fee. For purposes of this Section 6.03, the delinquent
Monthly Payments referred to in the preceding sentence shall be deemed to
include an amount equal to the Monthly Payments that would have been due on
Mortgage Loans which have been foreclosed or otherwise terminated and in
connection with which the Servicer acquired and continues to own the Mortgaged
Properties on behalf of the Related Certificateholders. If the Servicer makes an
Advance, it shall on or prior to two Business Days prior to such Distribution
Date either (i) deposit in the Collection Account an amount equal to such
Advance, (ii) cause to be made an appropriate entry in the records of the
Collection Account that funds in such account being held for future distribution
or withdrawal have been, as permitted by this Section 6.03, used by the Servicer
to make such Advance or (iii) make Advances in the form of any combination of
clauses (i) and (ii) aggregating the amount of such Advance. Any funds being
held in the Collection Account for future distribution to Certificateholders and
so used pursuant to clause (ii) or (iii) above shall be replaced by the Servicer
from its own funds by deposit into the Collection Account on or before any
subsequent Distribution Date to the extent that funds in the Collection Account
on such Distribution Date shall be less than the amount of payments required to
be made to Certificateholders on such Distribution Date. Any such Advance shall
be included with the distribution to the Related Certificateholders on the
related Distribution Date. If the Servicer determines not to make a
Nonrecoverable Advance, it shall on the related Determination Date furnish to
the Trustee, any co-trustee, the Paying Agent and each Rating Agency notice of
such determination. The Servicer shall be entitled to be reimbursed from the
Collection Account for all Advances and Nonrecoverable Advances as provided in
Section 5.09.
Section 6.04 Allocation of Realized Losses With Respect to Mortgage Pool I.
(a) Prior to each Determination Date, the Servicer shall determine (i) the
total amount of Realized Losses relating to the Mortgage Loans in Mortgage Pool
I, if any, incurred during the related Principal Prepayment Period; (ii) whether
and to what extent such Realized Losses constitute Excess Losses; and (iii) the
respective portions of such Realized Losses allocable to interest and to
principal.
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(b) The principal portion of any Realized Losses on the Group 1 Mortgage
Loans, the Group 2 Mortgage Loans, the Group 3 Mortgage Loans, the Group 4
Mortgage Loans, the Group 5 Mortgage Loans, the Group 6 Mortgage Loans, the
Group 7 Mortgage Loans, the Group 8 Mortgage Loans, the Group 9 Mortgage Loans
or the Group 10 Mortgage Loans, other than Excess Losses, shall be allocated as
follows: first, to the Class I-B5 Certificates until the Outstanding Certificate
Principal Balance of the Class I-B5 Certificates has been reduced to zero;
second, to the Class I-B4 Certificates until the Outstanding Certificate
Principal Balance of the Class I-B4 Certificates has been reduced to zero;
third, to Class I-B3 Certificates until the Outstanding Certificate Principal
Balance of the Class I-B3 Certificates has been reduced to zero; fourth, to the
Class I-B2 Certificates until the Outstanding Certificate Principal Balance of
the Class I-B2 Certificates has been reduced to zero; fifth, to the Class I-B1
Certificates until the Outstanding Certificate Principal Balance of the Class
I-B1 Certificates has been reduced to zero; sixth, to the Class I-M Certificates
until the Outstanding Certificate Principal Balance of the Class I-M
Certificates has been reduced to zero; and seventh, to the Class I-A
Certificates, allocated to the Class I-A Certificates related to the Mortgage
Group experiencing such Realized Losses, pro rata based upon their respective
Outstanding Certificate Principal Balances until the aggregate Outstanding
Certificate Principal Balance of such Class I-A Certificates has been reduced to
zero; provided, however, that any portion of any Realized Loss, other than
Excess Losses, that would otherwise be allocated in accordance with this
paragraph to (i) the Class 1-A3, Class 1-A4 or Class 1-A5 Certificates, will
instead be allocated to the Class 1-A6 Certificates until the Outstanding
Certificate Principal Balance of the Class 1-A6 Certificates has been reduced to
zero, (ii) the Class 1-A1 Certificates, will instead be allocated to the Class
1-A2 Certificates until the Outstanding Certificate Principal Balance of the
Class 1-A2 Certificates has been reduced to zero, (iii) the Class 1-A3
Certificates, to the extent the Outstanding Certificate Principal Balance of the
Class 1-A6 Certificates has been reduced to zero, will instead be allocated to
the Class 1-A4 Certificates until the Outstanding Certificate Principal Balance
of the Class 1-A4 Certificates has been reduced to zero, (iv) the Class 2-A1,
Class 2-A2 or Class 2-A3 Certificates, will instead be allocated to the Class
2-A4 Certificates, until the Outstanding Certificate Principal Balance of the
Class 2-A4 Certificates has been reduced to zero, (v) the Class 2-A1
Certificates, to the extent the Outstanding Certificate Principal Balance of the
Class 2-A4 Certificates has been reduced to zero, will instead be allocated to
the Class 2-A2 Certificates until the Outstanding Certificate Principal Balance
of the Class 2-A2 Certificates has been reduced to zero, (vi) the Class 3-A1
Certificates, will instead be allocated to the Class 3-A2 Certificates until the
Outstanding Certificate Principal Balance of the Class 3-A2 Certificates has
been reduced to zero, (vii) the Class 4-A1 Certificates, will instead be
allocated to the Class 4-A2 Certificates until the Outstanding Certificate
Principal Balance of the Class 4-A2 Certificates has been reduced to zero,
(viii) the Class 5-A1 Certificates, will instead be allocated to the Class 5-A2
Certificates until the Outstanding Certificate Principal Balance of the Class
5-A2 Certificates has been reduced to zero, (ix) the Class 6-A1 Certificates,
will instead be allocated to the Class 6-A2 Certificates until the Outstanding
Certificate Principal Balance of the Class 6-A2 Certificates has been reduced to
zero, (x) the Class 7-A1 Certificates, will instead be allocated to the Class
7-A2 Certificates until the Outstanding Certificate Principal Balance of the
Class 7-A2 Certificates has been reduced to zero, (xi) the Class 8-A1
Certificates, will instead be allocated to the Class 8-A2 Certificates until the
Outstanding Certificate Principal Balance of the Class 8-A2 Certificates has
been reduced to zero, (xii) the Class 9-A1 Certificates, will instead be
allocated to the Class 9-A2 Certificates until the Outstanding Certificate
Principal Balance of the Class 9-A2 Certificates has been reduced to zero and
(xiii) the Class 10-A1 Certificates, will instead be allocated to the Class
10-A2 Certificates until the Outstanding Certificate Principal Balance of the
Class 10-A2 Certificates has been reduced to zero. The principal portion of any
Excess Losses with respect to each Pool I Mortgage Loan shall be allocated
without priority among (i) all Classes of Pool I Subordinated Certificates and
(ii) (A) the Classes of Class 1-A Certificates (if the Excess Loss occurred with
respect to a Group 1 Mortgage Loan), (B) the Classes of Class 2-A Certificates
(if the Excess Loss occurred with respect to a Group 2 Mortgage Loan), (C) the
Classes of Class 3-A Certificates (if the Excess Loss occurred with respect to a
Group 3 Mortgage Loan), (D) the Classes of Class 4-A Certificates (if the
Excess Loss occurred with respect to a Group 4 Mortgage Loan), (E) the
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Classes of Class 5-A Certificates (if the Excess Loss occurred with respect to a
Group 5 Mortgage Loan), (F) the Classes of Class 6-A Certificates (if the Excess
Loss occurred with respect to a Group 6 Mortgage Loan), (G) the Classes of Class
7-A Certificates (if the Excess Loss occurred with respect to a Group 7 Mortgage
Loan), (H) the Classes of Class 8-A Certificates (if the Excess Loss occurred
with respect to a Group 8 Mortgage Loan), (I) the Classes of Class 9-A
Certificates (if the Excess Loss occurred with respect to a Group 9 Mortgage
Loan) or (J) the Classes of Class 10-A Certificates (if the Excess Loss occurred
with respect to a Pool 10 Mortgage Loan) pro rata based upon their respective
Outstanding Certificate Principal Balances. For purposes of the foregoing
sentence, each Class of Pool I Subordinated Certificates will be deemed to have
an Outstanding Certificate Principal Balance (and to accrue interest thereon)
equal to the actual Outstanding Certificate Principal Balance thereof times a
fraction, the numerator of which is the Group 1 Subordinated Amount (for a loss
on a Group 1 Mortgage Loan), the Group 2 Subordinated Amount (for a loss on a
Group 2 Mortgage Loan), the Group 3 Subordinated Amount (for a loss on a Group 3
Mortgage Loan), the Group 4 Subordinated Amount (for a loss on a Group 4
Mortgage Loan), the Group 5 Subordinated Amount (for a loss on a Group 5
Mortgage Loan), the Group 6 Subordinated Amount (for a loss on a Group 6
Mortgage Loan), the Group 7 Subordinated Amount (for a loss on a Group 7
Mortgage Loan), the Group 8 Subordinated Amount (for a loss on a Group 8
Mortgage Loan), the Group 9 Subordinated Amount (for a loss on a Group 9
Mortgage Loan) or the Group 10 Subordinated Amount (for a loss on a Group 10
Mortgage Loan) and the denominator of which is the aggregate of the Group 1
Subordinated Amount, the Group 2 Subordinated Amount, the Group 3 Subordinated
Amount, the Group 4 Subordinated Amount, the Group 5 Subordinated Amount, the
Group 6 Subordinated Amount, the Group 7 Subordinated Amount, the Group 8
Subordinated Amount, the Group 9 Subordinated Amount and the Group 10
Subordinated Amount.
(c) As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their Outstanding Certificate Principal Balances
prior to giving effect to distributions to be made on such Distribution Date.
All Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(d) In the event that a recovery is made with respect to any Realized Loss,
the amount of such recovery shall be treated as a Principal Prepayment and
deposited into the Collection Account and distributed on the applicable
Distribution Date.
Section 6.04A Allocation of Realized Losses with respect to Mortgage Pool
II
(a) Prior to each Determination Date, the Servicer shall determine (i) the
total amount of Realized Losses relating to the Mortgage Loans in Mortgage Pool
II, if any, incurred during the related Principal Prepayment Period; (ii)
whether and to what extent such Realized Losses constitute Excess Losses; and
(iii) the respective portions of such Realized Losses allocable to interest and
to principal.
(b) The principal portion of any Realized Losses on the Group 11 Mortgage
Loans, the Group 12 Mortgage Loans or the Group 13 Mortgage Loans, other than
Excess Losses, shall be allocated as follows: first, to the Class II-B5
Certificates until the Outstanding Certificate Principal Balance of the Class
II-B5 Certificates has been reduced to zero; second, to the Class II-B4
Certificates until the Outstanding Certificate Principal Balance of the Class
II-B4 Certificates has been reduced to zero; third, to Class II-B3 Certificates
until the Outstanding Certificate Principal Balance of the Class II-B3
Certificates has been reduced to zero; fourth, to the Class II-B2 Certificates
until the Outstanding Certificate Principal Balance of the Class II-B2
Certificates has been reduced to zero; fifth, to the Class II-B1 Certificates
until the Outstanding Certificate Principal Balance of the Class II-B1
Certificates has been reduced to zero; sixth, to the Class II-M Certificates
until the Outstanding Certificate Principal
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Balance of the Class II-M Certificates has been reduced to zero; and seventh, to
the Class II-A Certificates related to the Mortgage Group experiencing such
Realized Losses allocated to such Class II-A Certificates pro rata based upon
their respective Outstanding Certificate Principal Balances until the aggregate
Outstanding Certificate Principal Balance of such Class II-A Certificates has
been reduced to zero; provided, however, that any portion of any Realized Loss,
other than Excess Losses, that would otherwise be allocated in accordance with
this paragraph to (i) the Class 11-A1, Class 11-M1, Class 11-L1, Class 11-A3,
Class 11-A4, Class 11-A5, Class 11-M5, Class 11-L5, Class 11-A6, Class 11-A7,
Class 11-A8, Class 11-M8 or Class 11-L8 Certificates, will instead be allocated
to the Class 11-A2 Certificates until the Outstanding Certificate Principal
Balance of the Class 11-A2 Certificates has been reduced to zero, (ii) 12-A1,
Class 12-A2, Class 12-A3, Class 12-M3 or Class 12-L3 Certificates, will instead
be allocated to the Class 12-A4 Certificates until the Outstanding Certificate
Principal Balance of the Class 12-A4 Certificates has been reduced to zero and
(iii) the Class 13-A1, Class 13-A2, Class 13-M2 or Class 13-L2 Certificates,
will instead be allocated to the Class 13-A3 Certificates, until the Outstanding
Certificate Principal Balance of the Class 13-A3 Certificates has been reduced
to zero. Any Realized Loss allocated to the Class 11-A1 Related Certificates
shall be allocated pro rata to the Class 11-A1 Components. The principal portion
of any Excess Losses with respect to each Pool II Mortgage Loan shall be
allocated without priority among (i) all Classes of Pool II Subordinated
Certificates and (ii) (A) the Classes of Class 11-A Certificates (if the Excess
Loss occurred with respect to a Group 11 Mortgage Loan), (B) the Classes of
Class 12-A Certificates (if the Excess Loss occurred with respect to a Group 12
Mortgage Loan) or (C) the Classes of Class 13-A Certificates (if the Excess Loss
occurred with respect to a Group 13 Mortgage Loan) pro rata based upon their
respective Outstanding Certificate Principal Balances. For purposes of the
foregoing sentence, each Class of Pool II Subordinated Certificates will be
deemed to have an Outstanding Certificate Principal Balance (and to accrue
interest thereon) equal to the actual Outstanding Certificate Principal Balance
thereof times a fraction, the numerator of which is the Group 11 Subordinated
Amount (for a loss on a Group 11 Mortgage Loan), the Group 12 Subordinated
Amount (for a loss on a Group 12 Mortgage Loan) or the Group 13 Subordinated
Amount (for a loss on a Group 13 Mortgage Loan) and the denominator of which is
the aggregate of the Group 11 Subordinated Amount, the Group 12 Subordinated
Amount and the Group 13 Subordinated Amount.
(c) As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates or Class 11-A1 Components
means an allocation on a pro rata basis, among the various Classes and/or
components so specified, to each such Class of Certificates or component on the
basis of (a) with respect to such Class II-A Certificates, their respective
Outstanding Certificate Principal Balances, and (b) with respect to such
components, their respective principal balances prior to giving effect to
distributions to be made on such Distribution Date. All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.
(d) In the event that a recovery is made with respect to any Realized Loss,
the amount of such recovery shall be treated as a Principal Prepayment and
deposited into the Collection Account and distributed on the applicable
Distribution Date.
Section 6.05 Pool I Compensating Interest; Allocation of Certain Interest
Shortfalls with Respect to Mortgage Pool I.
(a) Upon a Principal Prepayment of a Pool I Mortgage Loan, the Servicer
shall deposit into the that portion of the Collection Account relating to
Mortgage Pool I from its own funds, as a reduction of its servicing compensation
hereunder, an amount, if any, by which the amount of the interest that would
otherwise accrue with respect to such Mortgage Loan from the date of prepayment
to the Due Date in the related Due Period at the Net Mortgage Rate exceeds the
amount of the interest (adjusted to the Net Mortgage Rate) collected from the
Mortgagor with respect to such period (such amount, "Pool I
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Compensating Interest"); provided, however, that with respect to any
Distribution Date, the Servicer's obligation to deposit any such amount with
respect to Mortgage Pool I is limited to an amount equal to the product of (i)
one-twelfth of 0.125% and (ii) the aggregate Scheduled Principal Balance of the
Pool I Mortgage Loans with respect to such Distribution Date.
(b) On any Distribution Date, the excess, if any, of (X) Pool I
Compensating Interest with respect to such Distribution Date over (Y) the amount
deposited in the Collection Account pursuant to (a) above for such Distribution
Date shall equal the "Pool I Compensating Interest Shortfall" with respect to
such Distribution Date. On any Distribution Date, the Pool I Compensating
Interest Shortfall shall be allocated pro rata among the outstanding Classes of
Class I-A, Class I-M and Class I-B Certificates based on the amount of interest
to which each such Class would otherwise be paid on such Distribution Date had
there been no such Pool I Compensating Interest Shortfall.
(c) On any Distribution Date, the interest portion of any Realized Losses
relating to Mortgage Pool I ("Pool I Realized Loss Interest Shortfall") (other
than the interest portion of related Excess Losses) shall be allocated to the
Class of Pool I Subordinated Certificates then outstanding having the highest
numerical class designation (for this purpose, the Class I-M Certificates shall
be deemed to have a lower numerical class designation than each Class of Class
I-B Certificates) or, if no Class of Pool I Subordinated Certificates is then
outstanding, to the Class I-A Certificates pro rata among the outstanding
Classes of Class I-A Certificates based on the amount of interest to which each
such Class would otherwise be entitled on such Distribution Date had there been
no such Pool I Realized Loss Interest Shortfall. On any Distribution Date, the
interest portion of any Excess Losses relating to Mortgage Pool I shall be
allocated pro rata among the outstanding Classes of Pool I Certificates based
upon the amount of interest to which each such Class would otherwise be
entitled; provided, however, that for so long as the Class 1-A6 Certificates are
outstanding, the interest portion of any Excess Loss that would otherwise be
allocated to the Class 1-A3, Class 1-A4 or Class 1-A5 Certificates in accordance
with this Section 6.05(c) will instead be allocated to the Class 1-A6
Certificates; provided further, however, that for so long as the Class 1-A2
Certificates are outstanding, the interest portion of any Excess Loss that would
otherwise be allocated to the Class 1-A1 Certificates in accordance with this
Section 6.05(c) will instead be allocated to the Class 1-A2 Certificates;
provided further, however, that, after the Outstanding Certificate Principal
Balance of the Class 1-A6 Certificates has been reduced to zero, for so long as
the Class 1-A4 Certificates are outstanding, the interest portion of any Excess
Loss that would otherwise be allocated to the Class 1-A3 Certificates in
accordance with this Section 6.05(c) will instead be allocated to the Class 1-A4
Certificates; provided further, however, that for so long as the Class 2-A4
Certificates are outstanding, the interest portion of any Excess Loss that would
otherwise be allocated to the Class 2-A1, Class 2-A2 or Class 2-A3 Certificates
in accordance with this Section 6.05(c) will instead be allocated to the Class
2-A4 Certificates; provided further, however, that, after the Outstanding
Certificate Principal Balance of the Class 2-A4 Certificates has been reduced to
zero, for so long as the Class 2-A2 Certificates are outstanding, the interest
portion of any Excess Loss that would otherwise be allocated to the Class 2-A1
Certificates in accordance with this Section 6.05(c) will instead be allocated
to the Class 2-A2 Certificates; provided further, however, for so long as the
Class 3-A2 Certificates are outstanding, the interest portion of any Excess Loss
that would otherwise be allocated to the Class 3-A1 Certificates in accordance
with this Section 6.05(c) will instead be allocated to the Class 3-A2
Certificates; provided further, however, for so long as the Class 4-A2
Certificates are outstanding, the interest portion of any Excess Loss that would
otherwise be allocated to the Class 4-A1 Certificates in accordance with this
Section 6.05(c) will instead be allocated to the Class 4-A2 Certificates;
provided further, however, for so long as the Class 5-A2 Certificates are
outstanding, the interest portion of any Excess Loss that would otherwise be
allocated to the Class 5-A1 Certificates in accordance with this Section 6.05(c)
will instead be allocated to the Class 5-A2 Certificates; provided further,
however, for so long as the Class 6-A2 Certificates are outstanding, the
interest portion of any Excess Loss that would otherwise be allocated to the
Class 6-A1 Certificates in accordance with this Section 6.05(c) will instead be
allocated to the Class
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6-A2 Certificates; provided further, however, for so long as the Class 7-A2
Certificates are outstanding, the interest portion of any Excess Loss that would
otherwise be allocated to the Class 7-A1 Certificates in accordance with this
Section 6.05(c) will instead be allocated to the Class 7-A2 Certificates;
provided further, however, for so long as the Class 8-A2 Certificates are
outstanding, the interest portion of any Excess Loss that would otherwise be
allocated to the Class 8-A1 Certificates in accordance with this Section 6.05(c)
will instead be allocated to the Class 8-A2 Certificates; provided further,
however, for so long as the Class 9-A2 Certificates are outstanding, the
interest portion of any Excess Loss that would otherwise be allocated to the
Class 9-A1 Certificates in accordance with this Section 6.05(c) will instead be
allocated to the Class 9-A2 Certificates; provided further, however, for so long
as the Class 10-A2 Certificates are outstanding, the interest portion of any
Excess Loss that would otherwise be allocated to the Class 10-A1 Certificates in
accordance with this Section 6.05(c) will instead be allocated to the Class
10-A2 Certificates.
(d) Any interest shortfall resulting from the Relief Act relating to
Mortgage Pool I shall be allocated pro rata among the outstanding Classes of
Pool I Certificates based upon the amount of interest (disregarding any Basis
Risk Shortfall Carryover Amount) to which each such Class would otherwise be
paid on such Distribution Date.
Section 6.05A Pool II Compensating Interest; Allocation of Certain Interest
Shortfalls with Respect to Mortgage Pool II.
(a) Upon a Principal Prepayment of a Pool II Mortgage Loan, the Servicer
shall deposit into the that portion of the Collection Account relating to
Mortgage Pool II from its own funds, as a reduction of its servicing
compensation hereunder, an amount, if any, by which the amount of the interest
that would otherwise accrue with respect to such Mortgage Loan from the date of
prepayment to the Due Date in the related Due Period at the Net Mortgage Rate
exceeds the amount of the interest (adjusted to the Net Mortgage Rate) collected
from the Mortgagor with respect to such period (such amount, "Pool II
Compensating Interest"); provided, however, that with respect to any
Distribution Date, the Servicer's obligation to deposit any such amount with
respect to Mortgage Pool II is limited to an amount equal to the product of (i)
one-twelfth of 0.125% and (ii) the aggregate Scheduled Principal Balance of the
Pool II Mortgage Loans with respect to such Distribution Date.
(b) On any Distribution Date, the excess, if any, of (X) Pool II
Compensating Interest with respect to such Distribution Date over (Y) the amount
deposited in the Collection Account pursuant to (a) above for such Distribution
Date shall equal the "Pool II Compensating Interest Shortfall" with respect to
such Distribution Date. On any Distribution Date, the Pool II Compensating
Interest Shortfall shall be allocated pro rata among the outstanding Classes of
Class II-A, Class II-M and Class II-B Certificates based on the amount of
interest to which each such Class would otherwise be paid on such Distribution
Date had there been no such Pool II Compensating Interest Shortfall.
(c) On any Distribution Date, the interest portion of any Realized Losses
relating to Mortgage Pool II ("Pool II Realized Loss Interest Shortfall") (other
than the interest portion of related Excess Losses) shall be allocated to the
Class of Pool II Subordinated Certificates then outstanding having the highest
numerical class designation (for this purpose, the Class II-M Certificates shall
be deemed to have a lower numerical class designation than each Class of Class
II-B Certificates) or, if no Class of Pool II Subordinated Certificates is then
outstanding, to the Class II-A Certificates pro rata among the outstanding
Classes of Class II-A Certificates based on the amount of interest to which each
such Class would otherwise be entitled on such Distribution Date had there been
no such Pool II Realized Loss Interest Shortfall. On any Distribution Date, the
interest portion of any Excess Losses relating to Mortgage Pool II shall be
allocated pro rata among the outstanding Classes of Pool II Certificates based
upon the amount of interest to which each such Class would otherwise be
entitled; provided, however,
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that for so long as the Class 11-A Certificates (other than the Class 11-A2
Certificates) are outstanding, the interest portion of any Excess Loss that
would otherwise be directly allocated to the Class 11-A Certificates (other than
the Class 11-A2 Certificates) in accordance with this Section 6.05A(c) will
instead be allocated pro rata to the Class 11-A1 Components based upon their
outstanding principal balances; provided further, however, that for so long as
the Class 11-A2 Certificates are outstanding, the interest portion of any Excess
Loss that would otherwise be allocated to the Class 11-A1, Class 11-M1, Class
11-L1, Class 11-A3, Class 11-A4, Class 11-A5, Class 11-M5, Class 11-L5, Class
11-A6, Class 11-A7, class 11-A8, Class 11-M8 or Class 11-L8 Certificates in
accordance with this Section 6.05A(c) will instead be allocated to the Class
11-A2 Certificates; provided further, however, that for so long as the Class
12-A4 Certificates are outstanding, the interest portion of any Excess Loss that
would otherwise be allocated to the Class 12-A1, Class 12-A2, Class 12-A3, Class
12-M3 or Class 12-L3 Certificates in accordance with this Section 6.05A(c) will
instead be allocated to the Class 12-A4 Certificates; provided further, however,
that for so long as the Class 13-A3 Certificates are outstanding, the interest
portion of any Excess Loss that would otherwise be allocated to the Class 13-A1,
Class 13-A2, Class 13-M2 or Class 13-L2 Certificates in accordance with this
Section 6.05A(c) will instead be allocated to the Class 13-A3 Certificates.
Any interest shortfall resulting from the Relief Act relating to Mortgage Pool
II shall be allocated pro rata among the outstanding Classes of Pool II
Certificates based upon the amount of interest (disregarding any Basis Risk
Shortfall Carryover Amount) to which each such Class would otherwise be paid on
such Distribution Date.
Section 6.06 Subordination with Respect to Mortgage Pool I. The rights of
the Class I-B Certificateholders to receive distributions in respect of the
Class I-B Certificates on any Distribution Date shall be subordinated to the
rights of the Class I-A and Class I-M Certificateholders to receive
distributions in respect of the Class I-A and Class I-M Certificates. The rights
of the Class I-M Certificateholders to receive distributions in respect of the
Class I-M Certificates on any Distribution Date shall be subordinated to the
rights of the Class I-A Certificateholders to receive distributions in respect
of the Class I-A Certificates. The rights of the Class I-B1 Certificateholders
to receive distributions in respect of the Class I-B1 Certificates on any
Distribution Date shall be subordinate to the rights of the Class I-A and Class
I-M Certificateholders to receive distributions in respect of such Class I-A and
Class I-M Certificates. Each Class of Class I-B Certificates (other than the
Class I-B1 Certificates) is subordinated to the Class I-A Certificates, the
Class I-M Certificates and each Class of Class I-B Certificates having a lower
numerical class designation than such Class of Class I-B Certificates. The
rights of the Servicer, as servicer, to receive funds from the Collection
Account, pursuant to Section 5.09, on account of the Servicing Fee (except as
provided in Section 6.05) in respect of each Pool I Mortgage Loan, assumption
fees, late payment charges and other mortgagor charges, reimbursement of
Advances and expenses or otherwise, shall not be subordinated to the rights of
the Class I-A, Class I-M or Class I-B Certificateholders. Amounts held by the
Servicer or the Paying Agent for future distribution to the Class I-M or Class
I-B Certificateholders, including, without limitation, in the Collection
Account, shall not be distributed in respect of the Class I-M or Class I-B
Certificates except in accordance with the terms of this Agreement. The Class
I-B Certificateholders are deemed to have granted a security interest in such
amounts to the Class I-A and Class I-M Certificateholders to secure the rights
of the Class I-A and Class I-M Certificateholders to receive distributions in
priority over the Class I-B Certificateholders. The Class I-M Certificateholders
are deemed to have granted a security interest in such amounts to the Class I-A
Certificateholders to secure the rights of the Class I-A Certificateholders to
receive distributions in priority over the Class I-A Certificateholders.
Section 6.06A Subordination with Respect to Mortgage Pool II. The rights of
the Class II-B Certificateholders to receive distributions in respect of the
Class II-B Certificates on any Distribution Date shall be subordinated to the
rights of the Class II-A and Class II-M Certificateholders to receive
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distributions in respect of the Class II-A and Class II-M Certificates. The
rights of the Class II-M Certificateholders to receive distributions in respect
of the Class II-M Certificates on any Distribution Date shall be subordinated to
the rights of the Class II-A Certificateholders to receive distributions in
respect of the Class II-A Certificates. The rights of the Class II-B1
Certificateholders to receive distributions in respect of the Class II-B1
Certificates on any Distribution Date shall be subordinate to the rights of the
Class II-A and Class II-M Certificateholders to receive distributions in respect
of such Class II-A and Class II-M Certificates. Each Class of Class II-B
Certificates (other than the Class II-B1 Certificates) is subordinated to the
Class II-A Certificates, the Class II-M Certificates and each Class of Class
II-B Certificates having a lower numerical class designation than such Class of
Class II-B Certificates. The rights of the Servicer, as servicer, to receive
funds from the Collection Account, pursuant to Section 5.09, on account of the
Servicing Fee (except as provided in Section 6.05A) in respect of each Pool II
Mortgage Loan, assumption fees, late payment charges and other mortgagor
charges, reimbursement of Advances and expenses or otherwise, shall not be
subordinated to the rights of the Class II-A, Class II-M or Class II-B
Certificateholders. Amounts held by the Servicer or the Paying Agent for future
distribution to the Class II-M or Class II-B Certificateholders, including,
without limitation, in the Collection Account, shall not be distributed in
respect of the Class II-M or Class II-B Certificates except in accordance with
the terms of this Agreement. The Class II-B Certificateholders are deemed to
have granted a security interest in such amounts to the Class II-A and Class
II-M Certificateholders to secure the rights of the Class II-A and Class II-M
Certificateholders to receive distributions in priority over the Class II-B
Certificateholders. The Class II-M Certificateholders are deemed to have granted
a security interest in such amounts to the Class II-A Certificateholders to
secure the rights of the Class II-A Certificateholders to receive distributions
in priority over the Class II-A Certificateholders.
Section 6.07 [Reserved].
[END OF ARTICLE VI]
ARTICLE VII
REPORTS TO BE PREPARED BY THE SERVICER
Section 7.01 Servicer Shall Provide Information as Reasonably Required. The
Servicer shall furnish to the Trustee or, if a Paying Agent has been appointed
pursuant to Section 4.05, the Paying Agent, during the term of this Agreement,
such periodic, special, or other reports or information, whether or not provided
for herein, as shall be necessary, reasonable, or appropriate in respect to the
Trustee or, if a Paying Agent has been appointed pursuant to Section 4.05, the
Paying Agent, or otherwise in respect to the purposes of this Agreement, all
such reports or information to be as provided by and in accordance with such
applicable instructions and directions as the Trustee or, if a Paying Agent has
been appointed pursuant to Section 4.05, the Paying Agent may reasonably
require.
Section 7.02 Federal Information Returns and Reports to Certificateholders.
(a) For federal income tax purposes, the taxable year of each REMIC Pool
shall be a calendar year and the Servicer shall maintain or cause the
maintenance of the books of each REMIC Pool on the accrual method of accounting.
(b) The Servicer or anyone acting on its behalf pursuant to Section 2.04(g)
shall prepare and file or cause to be filed with the Internal Revenue Service
federal tax or information returns with respect to the Trust Fund, each REMIC
Pool and the Certificates containing such information and at the times
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and in the manner as may be required by the Code or applicable Treasury
regulations, and shall furnish to each Certificateholder at any time during the
calendar year for which such returns or reports are made such statements or
information at the times and in the manner as may be required thereby. Without
limitation on any other requirement of this Section 7.02, the Servicer shall
make available the information necessary for the application of Section 860E(e)
of the Code within 60 days of such request. With respect to the Class A-R
Certificate, the Servicer shall provide such information or cause such
information to be provided to (i) the Internal Revenue Service, (ii) the
transferor of a Class A-R Certificate to a Disqualified Organization and (iii) a
Pass-Thru Entity that holds a Class A-R Certificate with one or more record
holders that are Disqualified Organizations. The Servicer also shall provide or
cause to be provided promptly the above described computation and information
relating to the tax on transfers to Disqualified Organizations or holdings by
Pass-Thru Entities within sixty (60) days after becoming aware of the transfer
to a Disqualified Organization or Pass-Thru Entity with one or more Disqualified
Organization owners, as the case may be. In addition, except as may be provided
in Treasury Regulations, any Person holding an interest in a Pass-Thru Entity as
a nominee for another will, with respect to such interest, be treated as a
Pass-Thru Entity. In connection with the foregoing, the Servicer shall provide
the name, address and telephone number of the person who can be contacted to
obtain information required to be reported to the holders of regular interests
in any REMIC created hereunder (the "REMIC Reporting Agent") as required by IRS
Form 8811. The Trustee hereby designates the Servicer to serve as the REMIC
Reporting Agent. The Servicer shall indicate the elections to treat each of the
REMIC Pools as a REMIC (which elections shall apply to the taxable period ending
December 31, 2007 and each calendar year thereafter) in such manner as the Code
or applicable Treasury regulations may prescribe. The Trustee shall sign all tax
and information returns filed pursuant to this Section 7.02 and any other
returns as may be required by the Code, and in doing so shall rely entirely
upon, and shall have no liability for information provided by, or calculations
provided by, the Servicer. The Servicer is hereby designated as the agent of the
Holder of the Class A-R Certificate who shall be the "tax matters person"
(within the meaning of Treas. Reg. Section 1.860F-4(d)) for each REMIC Pool. Any
Holder of a Class A-R Certificate will by acceptance thereof so appoint the
Servicer as agent and attorney-in-fact for the purpose of acting as tax matters
person. In the event that the Code or applicable Treasury regulations prohibit
the Trustee from signing tax or information returns or other statements, or the
Servicer from acting as tax matters person (as an agent or otherwise), the
Trustee or the Servicer, as the case may be, shall take whatever action that in
its sole good faith judgment is necessary for the proper filing of such
information returns or for the provision of a tax matters person, including
designation of the Holder of a Class A-R Certificate to sign such returns or act
as tax matters person. Each Holder of a Class A-R Certificate shall be bound by
this Section 7.02 by virtue of its acceptance of a Class A-R Certificate.
[END OF ARTICLE VII]
ARTICLE VIII
THE DEPOSITOR AND THE SERVICER
Section 8.01 Indemnification; Third Party Claims. The Servicer agrees to
indemnify the Depositor and the Trustee and hold the Depositor and the Trustee,
their officers, directors, employees and agents harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Depositor or the
Trustee, or their officers, directors, employees or agents may sustain in any
way related to failure of the Servicer to perform its duties and service the
Mortgage Loans in compliance with the terms of this Agreement; provided that no
such indemnification shall be required with respect to acts of a prior Servicer.
The Servicer shall immediately notify the Depositor and the Trustee if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans,
assume (with the consent of the Depositor and the Trustee) the
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defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it, the Depositor or the Trustee, their
officers, directors, employees or agents in respect of such claim. This right to
indemnification shall survive the termination of this Agreement.
Section 8.02 Merger or Consolidation of the Depositor or the Servicer. The
Depositor and the Servicer will each keep in full effect its existence, rights
and franchises as a corporation, and will obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its duties under this Agreement. The Servicer will not sell all
or substantially all of its assets without the prior written consent of the
Depositor and the Trustee which shall not be unreasonably withheld or delayed.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or to whom the Depositor or the Servicer has sold substantially
all of its assets, or any corporation resulting from any merger, conversion or
consolidation to which the Depositor or the Servicer shall be a party, or any
Person succeeding to the business of the Depositor or the Servicer, shall be the
successor of the Depositor or the Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person to the Servicer shall satisfy the requirements of
Section 8.05 with respect to the qualifications of a successor to the Servicer.
Notwithstanding anything else in this Section 8.02 and Section 8.04 to the
contrary, the Servicer may assign its rights and delegate its duties and
obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is approved in advance in writing by
the Trustee and the Depositor, is willing to service the Mortgage Loans and
executes and delivers to the Depositor and the Trustee an agreement, in form and
substance reasonably satisfactory to the Depositor and the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Servicer under this Agreement; provided further that each Rating Agency's rating
of any of the Classes of Certificates that have been rated in effect immediately
prior to such assignment and delegation will not be qualified or reduced or
withdrawn as a result of such assignment and delegation. In the case of any such
assignment and delegation, the Servicer shall be released from its obligations
as Servicer under this Agreement, except that the Servicer shall remain liable
for all liabilities and obligations incurred by it as Servicer hereunder prior
to the satisfaction of the conditions to such assignment and delegation set
forth in the next preceding sentence.
Section 8.03 Limitation on Liability of the Depositor, the Servicer, the
Trustee and Others. Neither the Depositor, the Servicer nor any of the
directors, officers, employees or agents of the Depositor or the Servicer shall
be under any liability to the Trustee or the Certificateholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor or the Servicer against any breach of
warranties or representations made herein, or failure to perform its obligations
in strict compliance with this Agreement, or any liability which would otherwise
be imposed by reason of any breach of the terms and conditions of this
Agreement. The Depositor, the Servicer, the Trustee, and any director, officer,
employee or agent of the Depositor, the Servicer or the Trustee may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Depositor, the
Servicer nor the Trustee shall be under any obligation to appear in, prosecute
or defend any legal action which is not incidental to its respective duties to
service the Mortgage Loans in accordance with this Agreement and which in its
opinion may cause it to incur any expenses or liability; provided, however, that
the Depositor, the Servicer or the Trustee may in
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its discretion (and, in the case of the Depositor or the Servicer, with the
consent of the Trustee, which consent shall not be unreasonably withheld)
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities payable from the Collection
Account and the Depositor, the Servicer or the Trustee shall be entitled to be
reimbursed therefor out of the Collection Account as provided by Section 5.09;
provided that no such right of reimbursement shall exist with respect to the
Servicer when such claim relates to the failure of the Servicer to service the
Mortgage Loans in strict compliance with the terms of this Agreement or to a
breach of a representation or warranty made by the Servicer hereunder.
Section 8.04 Depositor and Servicer Not to Resign. Except as described in
Section 8.02, neither the Depositor nor the Servicer shall assign this Agreement
or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Depositor, the Servicer and all of the Certificateholders unless
the determination is made that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Depositor or the
Servicer. Any such determination permitting the resignation of the Depositor or
the Servicer shall be evidenced by an opinion of independent counsel to such
effect delivered to the Trustee which opinion of counsel shall be in form and
substance acceptable to the Trustee. Upon any such assignment or resignation,
the Depositor or the Servicer, as appropriate, shall send notice to all
Certificateholders of the effect of such assignment or resignation upon the then
current rating of the Class of Certificates by each Rating Agency whose rating
on such Class is then in effect. No such resignation shall become effective
until a successor shall have assumed the Depositor's or the Servicer's
responsibilities and obligations hereunder in the manner provided in Section
8.05. Any purported assignment or resignation which does not comply with the
requirements of this Section shall be of no effect.
Section 8.05 Successor to the Servicer. In connection with the termination
of the Servicer's responsibilities and duties under this Agreement pursuant to
Section 8.04 or 9.01, the Trustee shall succeed to and assume all of the
Servicer's responsibilities, rights, duties and obligations as Servicer (but not
in any other capacity) under this Agreement (except that the Trustee shall not
be obligated to make Advances if prohibited by applicable law nor to effectuate
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 and
except that the Trustee makes no representations and warranties pursuant to
Sections 3.01 and 3.02). Prior to the termination of the Servicer's
responsibilities, duties and liabilities under this Agreement, the Trustee may
appoint a successor having a net worth of not less than $15,000,000 and which is
a FNMA or FHLMC approved seller/servicer in good standing and which shall
succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Servicer under this Agreement, except as aforesaid, if the
Trustee receives a letter from each Rating Agency that such appointment would
not result in a reduction or withdrawal of the current rating of any Class of
Certificates that is rated by a Rating Agency. Any co-trustee appointed pursuant
to Section 10.10 for purposes of this Section 8.05 shall have an obligation to
make Advances pursuant to Section 6.03 during such time as the Trustee is the
Servicer, which obligation shall be joint and several with that of the Trustee
as Servicer. If the Trustee has become the successor to the Servicer in
accordance with this Section or Section 9.03, then notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act, appoint, or petition a court of competent jurisdiction to appoint,
any established housing and home finance institution having a net worth of not
less than $15,000,000 and which is a FNMA or FHLMC approved seller/servicer in
good standing as the successor to the Servicer hereunder in the assumption of
all of the responsibilities, duties or liabilities of the Servicer hereunder. In
connection with any such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree or such court shall determine;
provided, however, that no such compensation shall be in excess of that
permitted under this Agreement without the consent of all of the
Certificateholders. If the Trustee is acting as Servicer, the Trustee shall be
entitled to all compensation of the Servicer hereunder, and all such
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compensation due to the Trustee as Servicer shall be in addition to all
compensation it is entitled to as Trustee under this Agreement. If the
Servicer's duties, responsibilities and liabilities under this Agreement should
be terminated pursuant to Section 8.02, 8.04 or 9.01, the Servicer shall
discharge such duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective date thereof with the
same degree of diligence and prudence which it is obligated to exercise under
this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor or the Trust Fund.
The resignation or removal of the Servicer pursuant to Section 8.02, 8.04 or
9.01 shall not become effective until a successor shall be appointed pursuant to
this Section and shall in no event relieve the Servicer of liability for breach
of the representations and warranties made pursuant to Section 3.02.
Any successor appointed as provided herein shall execute, acknowledge and
deliver to the Servicer and to the Trustee an instrument accepting such
appointment, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer, with like effect as if originally named as a party to this Agreement
and the Certificates. Any termination or resignation of the Servicer or this
Agreement pursuant to Section 8.02, 8.04, 9.01 or 11.01 shall not affect any
claims that the Trustee may have against the Servicer for events or actions
taken or not taken by the Servicer arising prior to any such termination or
resignation.
The Servicer shall timely deliver to the successor the funds that were, or
were required to be, in the Collection Account and the Escrow Account, if any,
and all Mortgage Files and related documents, statements and recordkeeping held
by it hereunder and the Servicer shall account for all funds and shall execute
and deliver such instruments and do such other things as may reasonably be
required to more fully and definitely vest and confirm in the successor all such
rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer.
Upon a successor's acceptance of appointment as such, the Servicer shall
notify, in writing, the Trustee, the Certificateholders and each Rating Agency
of such appointment.
Section 8.06 Maintenance of Ratings. The Servicer shall cooperate with the
Depositor and take any action that may be reasonably necessary to maintain the
current rating or ratings on the Certificates.
[END OF ARTICLE VIII]
ARTICLE IX
DEFAULT
Section 9.01 Events of Default. If one or more of the following Events of
Default shall occur and be continuing, that is to say:
(a) any failure by the Servicer to remit any payment required to be made or
distributed under the terms of this Agreement which continues unremedied for a
period of three (3) Business Days after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee, the Paying Agent or the Depositor or to the Servicer,
the Trustee, the Paying Agent and the Depositor by the Holders of Certificates
of any Class evidencing, as to such Class, Percentage Interests aggregating not
less than 25%; or
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(b) a breach by the Servicer in a material respect of any representation or
warranty set forth in Section 3.02, or failure on the part of the Servicer duly
to observe or perform in any material respect any other of the covenants or
agreements on the part of the Servicer set forth in this Agreement, which
continues unremedied for a period of 60 days after the date on which written
notice of such breach or failure, requiring the same to be remedied, shall have
been given to the Servicer by the Trustee or the Depositor or to the Servicer,
the Trustee and the Depositor by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less than
25%; or
(c) the Servicer shall notify the Trustee and any Paying Agent appointed
pursuant to Section 4.05 in writing that it is unable to make an Advance
required to be made in accordance with Section 6.03; or;
(d) a decree or order of a court or agency or supervisory authority having
jurisdiction for the appointment of a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(e) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the Servicer or
of or relating to all or substantially all of the Servicer's property; or
(f) the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied, upon receiving notice or knowledge of such event, the
Trustee shall notify the Certificateholders and each Rating Agency of such Event
of Default. The Trustee may, upon receipt of such notice or knowledge, and at
the written direction of the Holders of Certificates evidencing Percentage
Interests aggregating more than 50% with respect to a particular Mortgage Pool,
shall, by notice in writing to the Servicer, terminate all the rights and
obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be
vested in the successor appointed pursuant to Section 8.05. Upon written request
from the Trustee, the Servicer shall prepare, execute and deliver, any and all
documents and other instruments, place in such successor's possession all
Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise, at the Servicer's sole expense. The Servicer
agrees to cooperate with the Trustee and any co-trustee in effecting the
termination of the Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer to such successor for administration by it of
all cash amounts which shall at the time be credited or should have been
credited by the Servicer to the Collection Account or Escrow Account or
thereafter received with respect to the Mortgage Loans. The Trustee will have no
obligation to take any action or institute, conduct or defend any litigation
under this Agreement at the request, order or direction of any of the Holders of
Certificates unless such Certificateholders have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which the Trustee may incur. The Paying Agent shall provide information
regarding the Certificateholders available to the Paying Agent in order to allow
the Trustee to comply with the provisions above.
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Section 9.02 Waiver of Defaults. The Trustee may waive any default by the
Servicer in the performance of its obligations hereunder and its consequences,
except that a default in the making of any required distribution on any of the
Certificates may only be waived by the Holders of a majority of the Percentage
Interests of the affected Certificateholders. Upon any such waiver of a past
default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
Section 9.03 Trustee to Act; Appointment of Successor. On and after the
time the Servicer receives a notice of termination pursuant to Section 9.01, the
Trustee or a successor servicer appointed by it shall be the successor in all
respects to the Servicer to the extent provided in Section 8.05.
Section 9.04 Notification to Certificateholders and the Rating Agencies.
(a) Upon any such termination pursuant to Section 9.01, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register and to each Rating Agency.
(b) Within sixty (60) days of a Responsible Officer of the Trustee having
received written notice of the occurrence of any Event of Default, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such Event
of Default hereunder known to the Trustee, unless such Event of Default shall
have been cured or waived.
(c) The Paying Agent shall provide information regarding the
Certificateholders available to the Paying Agent in order to allow the Trustee
to comply with the provisions above.
[END OF ARTICLE IX]
ARTICLE X
CONCERNING THE TRUSTEE
Section 10.01 Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to, and is empowered to, perform such duties and only such
duties as are specifically set forth in this Agreement. Any permissive right of
the Trustee as enumerated in this Agreement shall not be construed as a duty;
provided that in case an Event of Default has occurred (which has not been
cured), the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of such
man's own affairs.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively
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rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts; and
(iii) The Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of Certificateholders of any Class holding Certificates
which evidence, as to such Class, Percentage Interests aggregating not less
than 25% as to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement.
(iv) The Trustee shall execute the Letter of Representations, a form
of which is attached hereto as Exhibit P, on behalf of the Depositor.
Section 10.02 Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 10.01:
(a) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;
(b) The Trustee may consult with counsel, and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;
(c) The Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby;
(d) Neither the Trustee nor any of its directors, officers, employees or
agents shall be personally liable for any action taken, suffered or omitted by
it in good faith and believed by it or any of them to be authorized or within
the discretion or rights or powers conferred upon the Trustee by this Agreement;
(e) Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less than 25%
(in the case of conflicting requests by two or more 25% or greater Percentage
Interests, the Trustee shall act in accordance with the first such request);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity
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against such expense or liability as a condition to such proceeding. The
reasonable expense of every such examination shall be paid by the Servicer, if
an Event of Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
subcontractors or attorneys; and
(g) Nothing in this Agreement shall be construed to require the Trustee
(except as might otherwise be required in its capacity as successor Servicer) to
expend its own funds.
Section 10.03 Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein shall be taken as the statements of the Depositor or
the Servicer, as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement or of the Certificates, of any
Mortgage Loan or related document or the Trust Estate. The Trustee shall not be
accountable for the use or application by the Depositor or the Servicer of any
of the Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account by the
Depositor or the Servicer or the Certificate Account by the Paying Agent. The
Trustee shall have no responsibility for the timeliness or the amount of
payments made by the Paying Agent to the Certificateholders.
Section 10.04 Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights it would have if it were not Trustee.
Section 10.05 Fees and Expenses. The Paying Agent, from moneys received
from the Servicer, covenants and agrees to pay to the Trustee and its agents a
monthly fee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) equal to the product of (a) the
aggregate Principal Balance of the Mortgage Loans as of the Determination Date
in the preceding month and (b) one-twelfth of 0.000010, and the Servicer will
pay or reimburse the Trustee, or its agents upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or its
agents in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ, and the expenses incurred by the
Trustee in connection with the appointment of an office or agency pursuant to
Section 10.11) and the Servicer shall indemnify and hold harmless the Trustee
its officers, directors, employees and agents from and against any and all
claims, liabilities, losses or expenses (including but not limited to reasonable
attorneys fees) incurred in connection with the administration of this Trust and
the performance of its duties hereunder provided that the Servicer shall not be
required to reimburse any such expense or indemnify against any such loss or
liability incurred by the Trustee through the Trustee's own negligence or bad
faith. Notwithstanding anything to the contrary in this Agreement, this Section
shall survive the termination of this Agreement.
Section 10.06 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be an entity having its principal office in a state and city
acceptable to the Depositor and organized and doing business under the laws of
such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
authority. The Trustee shall not be an Affiliate of either Seller or the
Depositor. If such entity publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee
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shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect specified
in Section 10.07.
Section 10.07 Resignation and Removal of the Trustee. The Trustee, and any
co-trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Depositor, the Servicer and each
Rating Agency. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee or co-trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee; provided that such appointment
does not result in a reduction or withdrawal of the rating of any of the Classes
of Certificates that have been rated. If no successor trustee shall have been so
appointed and have accepted appointment within thirty (30) days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
If at any time, the Trustee shall cease to be eligible in accordance with
the provisions of Section 10.06 and shall fail to resign after written request
therefor by the Depositor, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove
the Trustee and appoint a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate more than 50% of
Percentage Interest with respect to a particular Mortgage Pool may at any time
remove the Trustee and appoint a successor trustee by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee so removed and one complete set to
the successor so appointed.
Any resignation or removal of the Trustee or any resignation of any
co-trustee and appointment of a successor trustee or co-trustee pursuant to any
of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 10.08, or upon
acceptance of appointment by a co-trustee, as applicable, unless with respect to
a co-trustee, the Trustee receives written notice from each Rating Agency that
the failure to appoint a successor co-trustee would not result in a withdrawal
or reduction of the rating of any of the Classes of Certificates that have been
rated, in which case the resignation of any co-trustee shall be effective upon
receipt of such written notice. Any co-trustee may not be removed unless the
Depositor and the Trustee each receive written notice from each Rating Agency
that such removal would not result in a withdrawal or reduction of the rating of
any of the Classes of Certificates that have been rated, in which case the
removal of any co-trustee shall be effective upon receipt of such written
notice.
Section 10.08 Successor Trustee. Any successor trustee appointed as
provided in Section 10.07 shall execute, acknowledge and deliver to the
Depositor and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective, and such successor trustee shall
become effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder, and the Depositor, the Servicer and the predecessor trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required
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for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 10.06. Prior to the appointment of any successor
trustee becoming effective, the Depositor shall have received from each Rating
Agency written confirmation that such appointment would not result in a
reduction of the rating of the Class A or Class M Certificates.
Upon acceptance of appointment by a successor trustee as provided in this
Section, the Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register, to the Servicer, any Sub-Servicer and to each Rating
Agency. If the Depositor fails to mail such notice within ten (10) days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Depositor.
Section 10.09 Merger or Consolidation of Trustee. Any entity into which the
Trustee may be merged or converted or with which it may be consolidated or any
entity resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any entity succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible under the provisions of Section 10.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 10.10 Appointment of Co-Trustee or Separate Trustee. At any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing the same may at the time be
located, the Depositor and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity, such title to the Trust Fund, or any part thereof, and,
subject to the other provisions of this Section 10.10, such powers, duties,
obligations, rights and trusts as the Depositor and the Trustee may consider
necessary or desirable. If the Depositor shall not have joined in such
appointment within fifteen (15) days after the receipt by it of a request so to
do, or in case an Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 10.06, hereunder, and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 10.08 hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 10.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly and
severally, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
Every instrument appointing any separate trustee or co-trustee shall refer
to this Agreement and the conditions of this Article X. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this
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Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name.
Section 10.11 Appointment of Office or Agency. The Trustee may appoint an
office or agency in The City of New York where Certificates may be surrendered
for registration of transfer or exchange. The Trustee will maintain an office at
the address stated in Section 12.07 hereof where notices and demands to or upon
the Trustee in respect of the Certificates may be served.
Section 10.12 Indemnification.
(a) The Paying Agent shall indemnify and hold harmless the Trustee,
the Depositor, the Servicer and their respective officers, directors, agents and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a failure of the Paying Agent to deliver when
required any Assessment of Compliance required of it pursuant to Section 5.26 or
any material misstatement or omission contained in any Assessment of Compliance
provided on its behalf pursuant to Section 5.26. If the indemnification provided
for herein is unavailable or insufficient to hold harmless the indemnified
parties, then the Paying Agent agrees that it shall contribute to the amount
paid or payable by the indemnified parties as a result of the losses, claims,
damages or liabilities of the indemnified parties in such proportion as is
appropriate to reflect the relative fault of the Paying Agent on the one hand
and of the indemnified parties on the other.
(b) The Servicer shall indemnify and hold harmless the Trustee, the
Paying Agent and the Depositor and their respective officers, directors, agents
and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach by the Servicer or any of its
officers, directors, agents or Affiliates of its obligations under Sections
5.24, 5.25, and 5.26, any material misstatement or omission in any documents
prepared thereunder (to the extent the Servicer is responsible for providing
information or calculating amounts included in such information), the failure of
the Servicer to deliver when required any Assessment of Compliance or
Accountant's Attestation required of it pursuant to Section 5.26 or Annual
Statement of Compliance required pursuant to Section 5.25, as applicable, or any
material misstatement or omission contained in any Assessment of Compliance,
Accountant's Attestation or Annual Statement of Compliance provided on its
behalf pursuant to Section 5.25 or 5.26, as applicable, or the negligence, bad
faith or willful misconduct of the Servicer in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the indemnified parties, then the Servicer agrees that it shall
contribute to the amount paid or payable by the indemnified parties as a result
of the losses, claims, damages or liabilities of the indemnified parties in such
proportion as is appropriate to reflect the relative fault of the Servicer on
the one hand and of the indemnified parties on the other.
[END OF ARTICLE X]
ARTICLE XI
TERMINATION
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Section 11.01 Termination. With respect to each Mortgage Pool, the
respective obligations and responsibilities of the Depositor, the Servicer
(except the duty to pay the Trustee's fees and expenses and indemnification
hereunder) and the Trustee shall terminate upon (i) the later of the final
payment or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan in such Mortgage Pool or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan in such
Mortgage Pool and the remittance of all funds due hereunder; or (ii) at the
option of the Servicer, on any Distribution Date which occurs in the month next
following a Due Date on which (a) with respect to Mortgage Pool I, the aggregate
unpaid Principal Balance of all Outstanding Mortgage Loans in Mortgage Pool I is
less than 1% of the aggregate unpaid Principal Balance of the Pool I Mortgage
Loans on the Cut-off Date or (b) with respect to Mortgage Pool II, the aggregate
unpaid Principal Balance of all Outstanding Mortgage Loans in Mortgage Pool II
is less than 5% of the aggregate unpaid Principal Balance of the Pool II
Mortgage Loans on the Cut-off Date, so long as the Servicer deposits or causes
to be deposited in the Collection Account during the Principal Prepayment Period
related to such Distribution Date (and provides notice to the Trustee with a
copy to the Paying Agent appointed pursuant to Section 4.05 of its intention to
so deposit on or before 20th day of such Principal Prepayment Period) an amount
equal to the Purchase Price for each Outstanding Mortgage Loan in the related
Mortgage Pool, less any unreimbursed Advances made with respect to any Mortgage
Loan in the related Mortgage Pool (which amount shall offset completely any
unreimbursed Advances for which the Servicer is otherwise entitled to
reimbursement), and, with respect to all property acquired in respect of any
Mortgage Loan remaining in the portion of the Trust Fund relating to such
Mortgage Pool, an amount equal to the fair market value of such property, as
determined by an appraisal to be conducted by an appraiser selected by the
Trustee, less unreimbursed Advances made with respect to any Mortgage Loan in
such Mortgage Pool with respect to which property has been acquired; provided,
however, that in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St.
James's, living on the date hereof. Notwithstanding the foregoing, a termination
may be effected by the making of such optional repurchases only if the
termination of such portion of the Trust Fund relating to such Mortgage Pool
satisfies the requirement for a "qualified liquidation" of such portion of the
Trust Fund within the meaning of Section 860F(a)(4) of the Code and the
purchases of the Outstanding Mortgage Loans pursuant to this Section 11.01 will
not constitute "prohibited transactions" within the meaning of Section
860F(a)(2) of the Code.
Notice of any termination, specifying the Distribution Date upon which all
related Certificateholders may surrender their Certificates to the Trustee or,
if a Paying Agent has been appointed pursuant to Section 4.05, the Paying Agent
for payment and cancellation, shall be given promptly by the Trustee or, if a
Paying Agent has been appointed under Section 4.05, the Paying Agent, (upon
direction by the Depositor ten (10) days prior to the date such notice is to be
mailed) by signed letter to such Certificateholders and each Rating Agency
mailed no later than the 25th day of the month preceding the month of such final
distribution specifying (i) the Distribution Date upon which final payment on
the related Certificates will be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee or, if a Paying Agent has
been appointed under Section 4.05, the Paying Agent, therein designated and (ii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
related Certificates at the office or agency of the Trustee or, if a Paying
Agent has been appointed under Section 4.05, the Paying Agent, therein
specified. The Servicer shall indicate the date of adoption of the plan of
qualified liquidation in a statement attached to the final federal income tax
return of each applicable REMIC Pool. After giving such notice, the Trustee or
if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall
not register the transfer or exchange of any Certificates relating to such
terminated Mortgage Pool in the portion of the Trust Fund being terminated. If
such notice is given in connection with the Servicer's election to purchase the
Outstanding Mortgage Loans, the Servicer shall deposit in the Collection Account
after adoption of the plan during the applicable Principal Prepayment Period an
187
amount equal to the purchase price as determined as provided in clause (ii) of
the preceding paragraph and on the Distribution Date on which such termination
is to occur, related Certificateholders will be entitled to the amount of such
purchase price but not amounts in excess thereof, all as provided herein. Upon
presentation and surrender of the related Certificates, the Trustee, or if a
Paying Agent has been appointed under Section 4.05, the Paying Agent shall
notify the Servicer and the Servicer shall cause to be distributed to the
related Certificateholders an amount equal to (a) the amount otherwise
distributable on such Distribution Date, if not in connection with a purchase;
or (b) if the Servicer elected to so purchase, the purchase price determined as
provided in clause (ii) of the preceding paragraph. Following such final deposit
the Trustee shall promptly release to the Servicer the Mortgage Files for the
remaining Mortgage Loans relating to such terminated Mortgage Pool in the
portion of the Trust Fund being terminated, and the Trustee shall execute all
assignments, endorsements and other instruments necessary to effectuate such
transfer and shall have no further responsibility with regard to said Mortgage
Files.
If all of the Related Certificateholders shall not surrender their
Certificates for cancellation within three (3) months after the time specified
in the above-mentioned written notice, at the close of the 90 day period
beginning after the written notice is given, each remaining Related
Certificateholder will be credited with an amount that would have been otherwise
distributed to such Certificateholder, and the Trustee or, if a Paying Agent has
been appointed under Section 4.05, the Paying Agent, shall give a second written
notice to the remaining Related Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within three (3) months after the second notice all the related
Certificates shall not have been surrendered for cancellation, the Trustee or,
if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall
appoint an agent to take appropriate and reasonable steps to contact the
remaining Related Certificateholders concerning surrender of their Certificates,
and the cost thereof shall be paid out of the funds and other assets which
remain in that portion of the Trust Fund relating to such Mortgage Pool being
terminated hereunder.
[END OF ARTICLE XI]
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
Section 12.02 Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding-up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third Person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
188
No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and the Holders of Certificates
of any Class evidencing in the aggregate not less than 25% of the Percentage
Interests of such Class shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
(in the case of conflicting requests by two or more 25% or greater Percentage
Interests, the Trustee shall act in accordance with the first such request) and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee, for sixty (60) days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.
Section 12.03 Amendment. This Agreement may be amended from time to time by
the Depositor, the Servicer and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein which may be inconsistent with any other provisions herein, to
ensure continuing treatment of each REMIC created hereunder as a REMIC to avoid
or minimize the risk of imposition of any tax on any REMIC created hereunder
pursuant to the Code, or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such actions
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder of a Class having an
Outstanding Certificate Principal Balance of greater than zero or cause any
REMIC created hereunder to fail to qualify as a REMIC.
This Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66-2/3% of the Percentage Interest of
each Class of Certificates having an Outstanding Certificate Principal Balance
greater than zero and affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) reduce the aforesaid
percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment or (iii) change the percentage specified in clause
(ii) of the first paragraph of Section 11.01, without the consent of the Holders
of all Certificates of such Class then outstanding.
Notwithstanding anything to the contrary in this Agreement, this Agreement
may be amended from time to time by the Depositor, the Servicer and the Trustee
with the consent of Certificateholders evidencing not less than 66-2/3% of the
interests held by parties other than the Depositor, its Affiliates or its
agents, for the purposes of significantly changing the Permitted Activities of
the Trust.
Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder and each Rating Agency.
189
It shall not be necessary for the consent of Certificateholders under this
Section 12.03 to approve the particular form of any proposed amendment but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe. In connection with any amendment
pursuant to this Section 12.03 the Trustee, Paying Agent and Depositor shall be
entitled to receive an Opinion of Counsel to the effect that such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
the execution of such amendment in accordance with this Section 12.03 have been
met.
Section 12.04 Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 12.05 Duration of Agreement. This Agreement shall continue in
existence and effect until terminated as herein provided.
Section 12.06 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 12.07 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by first class or registered mail, postage prepaid, to
(i) in the case of the Depositor, Chase Mortgage Finance Corporation, 000 Xxxx
Xxxxxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxxxx Lake, New Jersey 07675, Attention:
Structured Finance, (ii) in the case of the Servicer, JPMorgan Chase Bank, N.A.,
0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000, (iii) in the case of the Custodian,
JPMorgan Chase Bank, N.A., 0000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxx, 00000, (iv) in
the case of the Trustee, The Bank of New York Trust Company, N.A., 000 Xxxxxx,
0xx Xxxxx, Xxxxxxx, Xxxxx 00000, (v) in the case of the Paying Agent, The Bank
of New York Trust Company, N.A., 000 Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxx 00000,
(vi) in the case of Moody's, Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (vii) in the case of Fitch Ratings, Xxx
Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (viii) in the case of S&P, Standard
& Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and (ix) in the case of any of the
foregoing persons, such other addresses as may hereafter be furnished by any
such persons to the other parties to this Agreement.
Section 12.08 Further Assurances. The Sellers and the Servicer agree to do
and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the Trustee more fully
to effect the purposes of this Agreement, including, without limitation, the
execution of any financing statements and the preparation for execution by the
Trustee of any continuation statements relating to the Co-op Loans for filing
under the provisions of the Uniform Commercial Code as in effect in the
jurisdiction in which the Underlying Mortgaged Property related to the affected
Co-op Loan is located. The Trustee agrees that it shall promptly execute and
redeliver to the Seller or the Servicer for filing any such continuation
statement so prepared by such Seller relating to the Co-op Loans.
[END OF ARTICLE XII]
190
IN WITNESS WHEREOF, the Depositor, the Servicer, the Paying Agent and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
CHASE MORTGAGE FINANCE CORPORATION,
as Depositor
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
JPMORGAN CHASE BANK, N.A.,
as Servicer
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
JPMORGAN CHASE BANK, N.A.,
as Custodian
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Paying Agent
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
191
EXHIBIT A
MORTGAGE LOAN SCHEDULES
[INTENTIONALLY OMITTED]
A-1
EXHIBIT A-1
MORTGAGE POOL I MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
A-1-1
EXHIBIT A-2
MORTGAGE POOL II MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
A-2-1
EXHIBIT B
CONTENTS OF MORTGAGE FILE
(i) With respect to each Mortgage Loan which is not a Co-op Loan:
(A) (I) 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) With respect to each Non-MERS Mortgage Loan which is not a Co-op Loan,
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.
(D) 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.
(E) 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.
(F) 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 such 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.
(G) 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
B-1
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 certified true copy of any applicable
power of attorney.
(ii) With respect to each Co-op Loan:
(A)(I) The original Mortgage Note endorsed "Pay to the order of
___________, without recourse" and signed in the name of the last endorsee
by an authorized officer.
(B) The original loan security agreement entered into by the Mortgagor
with respect to such Co-op Loan.
(C) Original Form UCC-1 and any continuation statements with evidence
of filing thereon entered into by the Mortgagor with respect to such Co-op
Loan or if the original of such document has not been returned from the
applicable public recording office, a true certified copy of the document
sent for recording.
(D) Form UCC-3 (or copy thereof) by the applicable Mortgage Loan
Seller or its agent assigning the security interest covered by such Form
UCC-1 to "The Bank of New York as trustee" or to blank, together with all
Forms UCC-3 (or copies thereof) showing a complete chain of assignment from
the originator of the related Co-op Loan to the Seller, with evidence of
recording thereon.
(E) Stock certificate representing the stock allocated to the related
dwelling unit in the related residential cooperative housing corporation
and pledged by the related Mortgagor to the originator of such Co-op Loan
with a stock power in blank attached.
(F) Original proprietary lease.
(G) Original assignment of proprietary lease, to the Trustee or to
blank, and all intervening assignments thereof.
(H) Original recognition agreement of the interests of the mortgagee
with respect to the Co-op Loan by the residential cooperative housing
corporation, the stock of which was pledged by the related Mortgagor to the
originator of such Co-op Loan.
(I) Originals of any assumption, consolidation or modification
agreements relating to any of the items specified in (A) through (F) above
with respect to such Co-op Loan.
(J) Certified true copy of power of attorney sent for recording.
B-2
EXHIBIT C
FORM OF CLASS A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE PAYING AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST
HEREIN.
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST FUND, AND DOES
NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE MORTGAGE FINANCE CORPORATION
(THE "DEPOSITOR"), JPMORGAN CHASE BANK, N.A. (THE "SERVICER") OR THE TRUSTEE
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED OR INSURED BY THE DEPOSITOR, THE SERVICER, THE TRUSTEE OR BY ANY OF
THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OR
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CURRENT PRINCIPAL BALANCE OR NOTIONAL AMOUNT, AS APPLICABLE, BY INQUIRY OF THE
PAYING AGENT.
THIS CERTIFICATE DOES NOT PURPORT TO SUMMARIZE THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT") AND REFERENCE IS MADE TO THE AGREEMENT FOR THE
INTERESTS, RIGHTS AND LIMITATIONS OF RIGHTS, BENEFITS, OBLIGATIONS AND DUTIES
EVIDENCED THEREBY, AND THE RIGHTS, DUTIES AND IMMUNITIES OF THE TRUSTEE AND THE
PAYING AGENT.
TO THE EXTENT NOT DEFINED HEREIN, THE CAPITALIZED TERMS USED HEREIN HAVE THE
MEANINGS ASSIGNED IN THE AGREEMENT.
C-1
CLASS [_____]-A[_____] CERTIFICATE
Number: 07-A1-1-A[_____]-1 Original Denomination:
$_____
Cut-off Date: February 1, 2007 Final Scheduled
Distribution Date: [February] [March] 25,
2037
Initial Distribution Date: Aggregate Original Principal
March 26, 2007 Balance or Notional Amount
of all Class A-[_____] Certificates:
$_____
Certificate Rate: _____ CUSIP: _____
Registered Owner: _____
CHASE MORTGAGE FINANCE TRUST SERIES 2007-A1
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
This certifies that the Registered Owner identified above is the registered
owner of the ownership interest (the "Ownership Interest") evidenced by this
Certificate in certain distributions with respect to a pool of Mortgage Loans
formed and sold by Chase Mortgage Finance Corporation (the "Depositor"), and
certain other property held in trust for the benefit of Certificateholders
(collectively, the "Trust Fund"), as described in the Agreement. The Mortgage
Loans are serviced by JPMorgan Chase Bank, N.A. (the "Servicer") and are secured
by liens on the Mortgaged Properties. The Trust Fund was created pursuant to a
Pooling and Servicing Agreement (the "Agreement"), dated as of the Cut-off Date
among the Depositor, the Servicer, the Custodian and The Bank of New York Trust
Company, N.A., as Paying Agent and Trustee.
This Certificate is one of a duly authorized issue of Certificates, as
designated above, and is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which Agreement
such Holder is bound. Anyone acquiring this Certificate may ascertain its
current Principal Balance or Notional Amount, as applicable, by inquiry of the
Paying Agent.
Pursuant to the terms of the Agreement, the Paying Agent will distribute
from funds in the Certificate Account the amount specified in the Agreement on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
Initial Distribution Date.
Distributions on this Certificate will be made in the manner specified in
the Agreement. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice
C-2
by the Paying Agent of the pendency of such distribution, and only upon
presentation and surrender of this Certificate at the office of the Paying Agent
specified in such notice of final distribution.
The Paying Agent will cause to be kept at its Agency & Trust Office in New
York, New York, or at the office of its designated agent, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the Paying
Agent will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Paying Agent, maintained for such
purpose, the Paying Agent will, subject to the limitations set forth in the
Agreement, authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like class and dated the date of authentication
by the Authenticating Agent.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Trustee nor
the Paying Agent is liable to the Holders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.
No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Paying Agent may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with
any transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Paying Agent and the Trustee may treat the Person in whose name any Certificate
is registered as the owner of such Certificate and the Percentage Interest in
the Trust Fund evidenced thereby for the purpose of receiving distributions
pursuant to the Agreement and for all other purposes whatsoever, and neither the
Depositor, the Servicer, the Paying Agent nor the Trustee will be affected by
notice to the contrary.
The Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee in the manner specified in the Agreement.
The Agreement provides that the Trust Fund will elect to be treated as one
or more "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC").
The respective obligations and responsibilities of the Depositor, the
Servicer (except the duty to pay the Trustee's fees and expenses and
indemnification hereunder) and the Trustee shall terminate in the manner
specified in the Agreement; provided, however, that in no event shall the trust
created by the Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.
Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-3
IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
Dated: February 27, 2007 CHASE MORTGAGE FINANCE CORPORATION
By:
------------------------------------
Authorized Officer
C-4
Dated: February 27, 2007 CERTIFICATE OF AUTHENTICATION
This is one of the
Certificates referred to
in the within-mentioned
Agreement.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Authenticating Agent
By:
------------------------------------
Authorized Signatory
C-5
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name and Address of Assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, and hereby does irrevocably
constitute and appoint
______________________________________________ Attorney to transfer the within
Certificate on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
---------------
(Signature guaranty)
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within
Certificate in every particular, without
alteration or enlargement or any change
whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
C-6
EXHIBIT D
FORM OF CLASS M CERTIFICATE
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE PAYING AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST
HEREIN.
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST FUND, AND DOES
NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE MORTGAGE FINANCE CORPORATION
(THE "DEPOSITOR"), JPMORGAN CHASE BANK, N.A. (THE "SERVICER") OR THE TRUSTEE
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED OR INSURED BY THE DEPOSITOR, THE SERVICER, THE TRUSTEE OR BY ANY OF
THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OR
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CURRENT PRINCIPAL BALANCE OR NOTIONAL AMOUNT, AS APPLICABLE, BY INQUIRY OF THE
PAYING AGENT.
THIS CERTIFICATE DOES NOT PURPORT TO SUMMARIZE THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT") AND REFERENCE IS MADE TO THE AGREEMENT FOR THE
INTERESTS, RIGHTS AND LIMITATIONS OF RIGHTS, BENEFITS, OBLIGATIONS AND DUTIES
EVIDENCED THEREBY, AND THE RIGHTS, DUTIES AND IMMUNITIES OF THE TRUSTEE AND THE
PAYING AGENT.
D-1
TO THE EXTENT NOT DEFINED HEREIN, THE CAPITALIZED TERMS USED HEREIN HAVE THE
MEANINGS ASSIGNED IN THE AGREEMENT.
CLASS M-[____] CERTIFICATE
Number: 07-A1-1-M-[_____]-1 Original Denomination:
$_____
Cut-off Date: February 1, 2007 Final Scheduled
Distribution Date: [February] [March] 25,
2037
Initial Distribution Date: Aggregate Original Principal
March 26, 2007 Balance or Notional Amount of all Class
M-[_____] Certificates:
$_____
Certificate Rate: _____ CUSIP: _____
Registered Owner: _____
D-2
CHASE MORTGAGE FINANCE TRUST SERIES 2007-A1
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
This certifies that the Registered Owner identified above is the registered
owner of the ownership interest (the "Ownership Interest") evidenced by this
Certificate in certain distributions with respect to a pool of Mortgage Loans
formed and sold by Chase Mortgage Finance Corporation (the "Depositor"), and
certain other property held in trust for the benefit of Certificateholders
(collectively, the "Trust Fund"), as described in the Agreement. The Mortgage
Loans are serviced by JPMorgan Chase Bank, N.A. (the "Servicer") and are secured
by liens on the Mortgaged Properties. The Trust Fund was created pursuant to a
Pooling and Servicing Agreement (the "Agreement"), dated as of the Cut-off Date
among the Depositor, the Servicer, the Custodian and The Bank of New York Trust
Company, N.A., as Paying Agent and Trustee.
This Certificate is one of a duly authorized issue of Certificates, as
designated above, and is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which Agreement
such Holder is bound. Anyone acquiring this Certificate may ascertain its
current Principal Balance or Notional Amount, as applicable, by inquiry of the
Paying Agent.
Pursuant to the terms of the Agreement, the Paying Agent will distribute
from funds in the Certificate Account the amount specified in the Agreement on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
Initial Distribution Date.
Distributions on this Certificate will be made in the manner specified in
the Agreement. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution, and only upon presentation and surrender of this Certificate
at the office of the Paying Agent specified in such notice of final
distribution.
The Paying Agent will cause to be kept at its Agency & Trust Office in New
York, New York, or at the office of its designated agent, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the Paying
Agent will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Paying Agent, maintained for such
purpose, the Paying Agent will, subject to the limitations set forth in the
Agreement, authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like class and dated the date of authentication
by the Authenticating Agent.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Trustee nor
the Paying Agent is liable to the Holders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.
D-3
No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Paying Agent may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with
any transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Paying Agent and the Trustee may treat the Person in whose name any Certificate
is registered as the owner of such Certificate and the Percentage Interest in
the Trust Fund evidenced thereby for the purpose of receiving distributions
pursuant to the Agreement and for all other purposes whatsoever, and neither the
Depositor, the Servicer, the Paying Agent nor the Trustee will be affected by
notice to the contrary.
The Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee in the manner specified in the Agreement.
The Agreement provides that the Trust Fund will elect to be treated as one
or more "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC").
The respective obligations and responsibilities of the Depositor, the
Servicer (except the duty to pay the Trustee's fees and expenses and
indemnification hereunder) and the Trustee shall terminate in the manner
specified in the Agreement; provided, however, that in no event shall the trust
created by the Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.
Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-4
IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
Dated: February 27, 2007 CHASE MORTGAGE FINANCE CORPORATION
By:
------------------------------------
Authorized Officer
D-5
Dated: February 27, 2007 CERTIFICATE OF AUTHENTICATION
This is one of the
Certificates referred to
in the within-mentioned
Agreement.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Authenticating Agent
By:
------------------------------------
Authorized Signatory
D-6
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name and Address of Assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, and hereby does irrevocably
constitute and appoint
________________________________________________ Attorney to transfer the within
Certificate on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
--------------
(Signature guaranty)
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within
Certificate in every particular, without
alteration or enlargement or any change
whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
D-7
EXHIBIT E
FORM OF CLASS B CERTIFICATE
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND THE CLASS M CERTIFICATES, AS DESCRIBED IN THE AGREEMENT.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE PAYING AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST
HEREIN.
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST FUND, AND DOES
NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE MORTGAGE FINANCE CORPORATION
(THE "DEPOSITOR"), JPMORGAN CHASE BANK, N.A. (THE "SERVICER") OR THE TRUSTEE
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED OR INSURED BY THE DEPOSITOR, THE SERVICER, THE TRUSTEE OR BY ANY OF
THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OR
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CURRENT PRINCIPAL BALANCE OR NOTIONAL AMOUNT, AS APPLICABLE, BY INQUIRY OF THE
PAYING AGENT.
[THIS LEGEND WILL APPEAR ON THE CLASS I-B3, CLASS II-B3, CLASS I-B4, CLASS
II-B4, CLASS I-B5 AND CLASS II-B5 CERTIFICATES ONLY.] THIS CLASS B CERTIFICATE
HAS NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS
IT IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT OR UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH
E-1
THE PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
[THIS LEGEND WILL APPEAR ON THE CLASS I-B3, CLASS II-B3, CLASS I-B4, CLASS
II-B4, CLASS I-B5 AND CLASS II-B5 CERTIFICATES ONLY.] NO TRANSFER OF THIS
CERTIFICATE SHALL BE MADE UNLESS THE DEPOSITOR AND THE TRUSTEE SHALL HAVE
RECEIVED (A) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR A PLAN SUBJECT TO ANY PROVISIONS UNDER ANY FEDERAL, STATE,
LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) IF THE CERTIFICATE HAS BEEN
THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE
CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN
SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60 AND THE
ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS
I AND III OF PTCE 95-60 OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE,
AN OPINION OF COUNSEL SATISFACTORY TO THE DEPOSITOR AND THE TRUSTEE, AND UPON
WHICH THE DEPOSITOR AND THE TRUSTEE SHALL BE ENTITLED TO RELY, TO THE EFFECT
THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE PROSPECTIVE
TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR THE CODE OR A VIOLATION OF SIMILAR LAW AND WILL NOT SUBJECT THE
TRUSTEE, THE DEPOSITOR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE
SERVICER.
THIS CERTIFICATE DOES NOT PURPORT TO SUMMARIZE THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT") AND REFERENCE IS MADE TO THE AGREEMENT FOR THE
INTERESTS, RIGHTS AND LIMITATIONS OF RIGHTS, BENEFITS, OBLIGATIONS AND DUTIES
EVIDENCED THEREBY, AND THE RIGHTS, DUTIES AND IMMUNITIES OF THE TRUSTEE AND THE
PAYING AGENT.
TO THE EXTENT NOT DEFINED HEREIN, THE CAPITALIZED TERMS USED HEREIN HAVE THE
MEANINGS ASSIGNED IN THE AGREEMENT.
E-2
CLASS B-[_____] CERTIFICATE
Number: 07-A1-1-B-[ ]-1 Original Denomination:
$_____
Cut-off Date: February 1, 2007 Final Scheduled
Distribution Date: [February] [March],
2037
Initial Distribution Date: Aggregate Original Principal
March 26, 2007 Balance or Notional Amountof all Class
B-[_____] Certificates:
$_____
Certificate Rate: _____ CUSIP: _____
Registered Owner: _____
CHASE MORTGAGE FINANCE TRUST SERIES 2007-A1
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
This certifies that the Registered Owner identified above is the registered
owner of the ownership interest (the "Ownership Interest") evidenced by this
Certificate in certain distributions with respect to a pool of Mortgage Loans
formed and sold by Chase Mortgage Finance Corporation (the "Depositor"), and
certain other property held in trust for the benefit of Certificateholders
(collectively, the "Trust Fund"), as described in the Agreement. The Mortgage
Loans are serviced by JPMorgan Chase Bank, N.A. (the "Servicer") and are secured
by liens on the Mortgaged Properties. The Trust Fund was created pursuant to a
Pooling and Servicing Agreement (the "Agreement"), dated as of the Cut-off Date
among the Depositor, the Servicer, the Custodian and The Bank of New York Trust
Company, N.A., as Paying Agent and Trustee.
This Certificate is one of a duly authorized issue of Certificates, as
designated above, and is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which Agreement
such Holder is bound. Anyone acquiring this Certificate may ascertain its
current Principal Balance or Notional Amount, as applicable, by inquiry of the
Paying Agent.
Pursuant to the terms of the Agreement, the Paying Agent will distribute
from funds in the Certificate Account the amount specified in the Agreement on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
Initial Distribution Date.
Distributions on this Certificate will be made in the manner specified in
the Agreement. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution, and only upon presentation and surrender of this Certificate
at the office of the Paying Agent specified in such notice of final
distribution.
E-3
The Paying Agent will cause to be kept at its Agency & Trust Office in New
York, New York, or at the office of its designated agent, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the Paying
Agent will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Paying Agent, maintained for such
purpose, the Paying Agent will, subject to the limitations set forth in the
Agreement, authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like class and dated the date of authentication
by the Authenticating Agent.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Trustee nor
the Paying Agent is liable to the Holders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.
No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Paying Agent may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with
any transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Paying Agent and the Trustee may treat the Person in whose name any Certificate
is registered as the owner of such Certificate and the Percentage Interest in
the Trust Fund evidenced thereby for the purpose of receiving distributions
pursuant to the Agreement and for all other purposes whatsoever, and neither the
Depositor, the Servicer, the Paying Agent nor the Trustee will be affected by
notice to the contrary.
The Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee in the manner specified in the Agreement.
The Agreement provides that the Trust Fund will elect to be treated as one
or more "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC").
The respective obligations and responsibilities of the Depositor, the
Servicer (except the duty to pay the Trustee's fees and expenses and
indemnification hereunder) and the Trustee shall terminate in the manner
specified in the Agreement; provided, however, that in no event shall the trust
created by the Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.
Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
E-4
IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
Dated: February 27, 2007 CHASE MORTGAGE FINANCE CORPORATION
By:
------------------------------------
Authorized Officer
E-5
Dated: February 27, 2007 CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred
to in the within-mentioned Agreement.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Authenticating Agent
By:
------------------------------------
Authorized Signatory
E-6
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name and Address of Assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, and hereby does irrevocably
constitute and appoint
________________________________________________ Attorney to transfer the within
Certificate on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
------------------------------
(Signature guaranty)
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within
Certificate in every particular, without
alteration or enlargement or any change
whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
E-7
EXHIBIT F
FORM OF CLASS A-R CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL
INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST FUND, AND DOES
NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE MORTGAGE FINANCE CORPORATION
(THE "DEPOSITOR"), JPMORGAN CHASE BANK, N.A. (THE "SERVICER") OR THE TRUSTEE
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC RESIDUAL INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED OR INSURED BY THE DEPOSITOR, THE SERVICER, THE TRUSTEE OR BY ANY OF
THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE DEPOSITOR AND THE
TRUSTEE SHALL HAVE RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS
CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT
TO ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN.
TRANSFERABILITY OF THIS CERTIFICATE IS RESTRICTED UNDER THE PROVISIONS OF THE
AGREEMENT.
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY
INQUIRY OF THE PAYING AGENT.
F-1
CLASS A-R CERTIFICATE
Number: 07-A1-1-A-R-1 Original Denomination:
$100.00
Cut-off Date: February 1, 2007 Final Scheduled
Distribution Date: March 25, 2037
Initial Distribution Date: Aggregate Original Principal
March 26, 2007 Balance of Class A-R
Certificate: $100.00
Certificate Rate: _____ CUSIP: _____
Registered Owner: _____
CHASE MORTGAGE FINANCE TRUST SERIES 2007-A1
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
This certifies that the Registered Owner identified above is the registered
owner of the ownership interest (the "Ownership Interest") evidenced by this
Certificate in certain distributions with respect to a pool of Mortgage Loans
formed and sold by Chase Mortgage Finance Corporation (the "Depositor"), and
certain other property held in trust for the benefit of Certificateholders
(collectively, the "Trust Fund"), as described in the Agreement. The Mortgage
Loans are serviced by JPMorgan Chase Bank, N.A. (the "Servicer") and are secured
by liens on the Mortgaged Properties. The Trust Fund was created pursuant to a
Pooling and Servicing Agreement (the "Agreement"), dated as of the Cut-off Date
among the Depositor, the Servicer, the Custodian and The Bank of New York Trust
Company, N.A., as Paying Agent and Trustee.
This Certificate is one of a duly authorized issue of Certificates, as
designated above, and is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which Agreement
such Holder is bound. Anyone acquiring this Certificate may ascertain its
current Principal Balance or Notional Amount, as applicable, by inquiry of the
Paying Agent.
Pursuant to the terms of the Agreement, the Paying Agent will distribute
from funds in the Certificate Account the amount specified in the Agreement on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
Initial Distribution Date.
Distributions on this Certificate will be made in the manner specified in
the Agreement. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Paying Agent of the pendency of
such distribution, and only upon presentation and
F-2
surrender of this Certificate at the office of the Paying Agent specified in
such notice of final distribution.
The Paying Agent will cause to be kept at its Agency & Trust Office in New
York, New York, or at the office of its designated agent, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the Paying
Agent will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Paying Agent, maintained for such
purpose, the Paying Agent will, subject to the limitations set forth in the
Agreement, authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like class and dated the date of authentication
by the Authenticating Agent.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Trustee nor
the Paying Agent is liable to the Holders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.
No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Paying Agent may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with
any transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Paying Agent and the Trustee may treat the Person in whose name any Certificate
is registered as the owner of such Certificate and the Percentage Interest in
the Trust Fund evidenced thereby for the purpose of receiving distributions
pursuant to the Agreement and for all other purposes whatsoever, and neither the
Depositor, the Servicer, the Paying Agent nor the Trustee will be affected by
notice to the contrary.
The Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee in the manner specified in the Agreement.
The Agreement provides that the Trust Fund will elect to be treated as one
or more "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC").
The respective obligations and responsibilities of the Depositor, the
Servicer (except the duty to pay the Trustee's fees and expenses and
indemnification hereunder) and the Trustee shall terminate in the manner
specified in the Agreement; provided, however, that in no event shall the trust
created by the Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.
Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
F-3
IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly
executed.
Dated: February 27, 2007 CHASE MORTGAGE FINANCE CORPORATION
By:
------------------------------------
Authorized Officer
F-4
Dated: February 27, 2007 CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred
to in the within-mentioned Agreement.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Authenticating Agent
By:
------------------------------------
Authorized Signatory
F-5
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name and Address of Assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, and hereby does irrevocably
constitute and appoint
________________________________________________ Attorney to transfer the within
Certificate on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
------------------------------
(Signature guaranty)
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within
Certificate in every particular, without
alteration or enlargement or any change
whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)
F-6
EXHIBIT G
FORM OF TRUSTEE CERTIFICATION
[DATE]
The Bank of New York Trust Company, N.A., as trustee (the "Trustee") under
the Pooling and Servicing Agreement dated as of February 1, 2007 (the
"Agreement") among Chase Mortgage Finance Corporation (the "Company"), the
Trustee, the Paying Agent and JPMorgan Chase Bank, N.A., regarding Chase
Mortgage Finance Trust, Series 2007-A1, hereby certifies that, except as noted
in the Exception Report:
1. The Trustee or the Custodian on behalf of the Trustee took the Mortgage
Notes and other property in the Trust Fund in good faith for value and without
notice or knowledge (i) of any adverse claims, liens or encumbrances, (ii) that
any Mortgage Note was overdue or had been dishonored or subject to any security
interest or other right or interest therein, or (iii) of any defense against or
claim to the Mortgage Notes or other property in the Trust Fund on the part of
any entity;
2. The Trustee or the Custodian on behalf of the Trustee received actual
possession of the Mortgage Notes; and
3. The Trustee or the Custodian on behalf of the Trustee took possession of
the Mortgage Notes in the ordinary course of its business.
Capitalized words used herein shall have the respective meanings assigned
to them in the Agreement.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
G-1
IN WITNESS WHEREOF, the undersigned executed this Trustee's Certificate as
of the 26th day of February, 2007.
THE BANK OF NEW YORK TRUST COMPANY,
N.A., as Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
G-2
EXHIBIT H
FORM OF INVESTMENT LETTER
(ACCREDITED INVESTOR)
[DATE]
JPMorgan Chase Bank, N.A.
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxx 00000
JPMorgan Chase Bank, N.A.
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Bank of New York Trust Company, N.A., as trustee
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Corporate Trust Services/CMFT 2007-A1
Re: Chase Mortgage Finance Trust Series 2007-A1, Multi-Class Mortgage
Pass-Through Certificates, Series 2007-A1, [CLASS B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ________________
_________ (the "Transferor") $_______ by original principal balance (the
"Transferred Certificates") of Chase Mortgage Finance Trust Series 2007-A1,
Multi-Class Mortgage Pass-Through Certificates, Series 2007-A1, [CLASS B- ] (the
"Certificates"), issued pursuant to a pooling and servicing agreement, dated as
of February 1, 2007 (the "Pooling and Servicing Agreement"), among Chase
Mortgage Finance Corporation (the "Depositor"), JPMorgan Chase Bank, N.A.
("Chase"), as servicer and custodian, The Bank of New York Trust Company, N.A.,
as paying agent and The Bank of New York Trust Company, N.A., as trustee (the
"Trustee"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN
THE NAME OF ____________________, AS NOMINEE FOR __________________.] All terms
used and not otherwise defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Purchaser certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
H-1
1. The Purchaser understands that (a) the Certificates have not been
registered or qualified under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state, (b) neither the
Depositor nor the Trustee is required, and neither of them intends, to so
register or qualify the Certificates, (c) the Certificates cannot be resold
unless (i) they are registered and qualified under the Securities Act and the
applicable state securities laws or (ii) an exemption from registration and
qualification is available and (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates.
2. The Certificates will bear a legend to the following effect:
THIS CLASS B CERTIFICATE HAS NOT AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR UNDER
APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[THIS LEGEND WILL APPEAR ON THE CERTIFICATE ONLY IF SUCH CERTIFICATE IS AN
ERISA RESTRICTED CERTIFICATE.] NO TRANSFER OF THIS CERTIFICATE SHALL BE
MADE UNLESS THE DEPOSITOR SHALL HAVE RECEIVED (A) A REPRESENTATION LETTER
FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE
IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN
SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR A PLAN SUBJECT TO ANY PROVISIONS UNDER ANY FEDERAL, STATE,
LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) IF
THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE
COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE
COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60 AND THE ACQUISITION AND HOLDING
OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF PTCE
95-60 OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE DEPOSITOR, AND UPON WHICH THE DEPOSITOR SHALL
BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS
CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN
A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE OR A VIOLATION
OF SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES
IN THE POOLING AND SERVICING AGREEMENT, WHICH
H-2
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR
THE SERVICER.
3. The Purchaser is acquiring the Transferred Certificates for its own
account [for investment only]*/ and not with a view to or for sale or other
transfer in connection with any distribution of the Transferred Certificates in
any manner that would violate the Securities Act or any applicable state
securities laws, subject, nevertheless, to the understanding that disposition of
the Purchaser's property shall at all times be and remain within its control.
4. The Purchaser (a) is a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of investment in the
Certificates, (b) is able to bear the economic risks of such an investment and
(c) is an "accredited investor" within the meaning of Rule 501(a) promulgated
pursuant to the Securities Act.
5. The Purchaser will not nor has it authorized nor will it authorize any
Person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to
any Person in any manner, (b) solicit any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other
manner, or (e) take any other action, that would constitute a distribution of
any Certificate under the Securities Act or the Investment Company Act of 1940,
as amended (the "1940 Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law, or that would require registration or qualification pursuant
thereto. Neither the Purchaser nor anyone acting on its behalf has offered the
Certificates for sale or made any general solicitation by means of general
advertising or in any other manner with respect to the Certificates. The
Purchaser will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.
6. If the Purchaser is acquiring ERISA Restricted Certificates, the
Purchaser is not a Plan and is not acquiring the ERISA Restricted Certificates
for, on behalf of or with any assets of any such Plan, except as may be
permitted in accordance with Section 4.02(d) of the Pooling and Servicing
Agreement.
7. Prior to the sale or transfer by the Purchaser of any of the
Certificates, the Purchaser will obtain from any subsequent purchaser
substantially the same certifications, representations, warranties and covenants
contained in the foregoing paragraphs and in this letter or a letter
substantially in the form of Exhibit I to the Pooling and Servicing Agreement.
8. The Purchaser agrees to indemnify the Trustee, the Servicer and the
Depositor against any liability that may result from any misrepresentation made
herein.
9. The Purchaser has received such information as Purchaser deems necessary
in order to make its investment decision.
Very truly yours,
----------------------------------------
----------
*/ Not required of a broker/dealer purchaser.
H-3
[PURCHASER]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
H-4
EXHIBIT I
FORM OF RULE 144A INVESTMENT LETTER
(QUALIFIED INSTITUTIONAL BUYER)
[DATE]
JPMorgan Chase Bank, N.A.
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxx 00000
JPMorgan Chase Bank, N.A.
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Bank of New York Trust Company, N.A., as trustee
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Corporate Trust Services/CMFT 2007-A1
Re: Chase Mortgage Finance Trust Series 2007-A1, Multi-Class Mortgage
Pass-Through Certificates, Series 2007-A1, [CLASS B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
_________________________ (the "Transferor") $_______ by original principal
balance (the "Transferred Certificates") of Chase Mortgage Finance Trust Series
2007-A1, Multi-Class Mortgage Pass-Through Certificates, Series 2007-A1, [CLASS
B-] (the "Certificates"), issued pursuant to a pooling and servicing agreement,
dated as of February 1, 2007 (the "Pooling and Servicing Agreement"), among
Chase Mortgage Finance Corporation (the "Depositor"), JPMorgan Chase Bank, N.A.
("Chase"), as servicer (the "Servicer") and custodian, The Bank of New York
Trust Company, N.A., as paying agent and The Bank of New York Trust Company,
N.A., as trustee (the "Trustee"). [THE PURCHASER INTENDS TO REGISTER THE
TRANSFERRED CERTIFICATE IN THE NAME OF ____________________, AS NOMINEE FOR
__________________.] All terms used and not otherwise defined herein shall have
the meanings set forth in the Pooling and Servicing Agreement.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Purchaser certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
I-1
In connection with our acquisition of the above Transferred Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Transferred Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Transferred Certificates, (d) solely with respect to an
ERISA Restricted Certificate, we (A) are not an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") or a plan subject to any provisions under any
federal, state, local, non-U.S. or other laws or regulations that are
substantively similar to the foregoing provisions of ERISA or the Code ("Similar
Law") (collectively, a "Plan"), and is not directly or indirectly acquiring the
Certificate for, on behalf of or with any assets of any such Plan, (B) if the
Certificate has been the subject of an ERISA-Qualifying Underwriting, are an
insurance company that is acquiring the Certificate with assets of an "insurance
company general account" as defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60"), and the acquisition and holding of the
Certificate are covered and exempt under Sections I and III of PTCE 95-60, or
(C) solely in the case of a Definitive Certificate, will deliver herewith an
Opinion of Counsel satisfactory to the Depositor and the Trustee, and upon which
the Depositor and the Trustee shall be entitled to rely, to the effect that the
acquisition and holding of this Certificate by the prospective transferee will
not constitute or result in a nonexempt prohibited transaction under ERISA or
the Code or a violation of Similar Law and will not subject the Trustee, the
Depositor or the Servicer to any obligation in addition to those undertaken by
such entities in the Pooling and Servicing Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor or the Servicer,(e) we
have not, nor has anyone acting on our behalf offered, transferred, pledged,
sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Securities Act or that would render the disposition of the Certificates a
violation of Section 5 of the Securities Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Certificates, (f) we are a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act and have completed one of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2. We are aware that the sale of the Transferred
Certificates to us is being made in reliance on Rule 144A. We are acquiring the
Transferred Certificates for our own account or for resale pursuant to Rule 144A
and further understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed by us, based upon
certifications of such purchaser or information we have in our possession, to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act. We
have received such information as we deem necessary in order to make our
investment decision.
I-2
We agree to indemnify the Trustee, the Servicer and the Depositor against
any liability that may result from any misrepresentation made herein.
Very truly yours,
[PURCHASER]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
I-3
ANNEX 1
(a) QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]
The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with the purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $____________*/ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
(i) ____ Corporation, etc. The Buyer is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or
charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.
(ii) ____ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State, territory or
the District of Columbia, the business of which is substantially
confined to banking and is supervised by Federal, State or
territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited
net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
(iii) ____ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a State or Federal authority having supervision
over such institution or is a foreign savings and loan
association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
(iv) ____ Broker-dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
----------
* Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or invest on a discretionary basis at least $10,000,000 in securities.
I-4
(v) ____ Insurance Company. The Buyer is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of the State,
territory or the District of Columbia.
(vi) ____ State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions,
for the benefit of its employees.
(vii) ____ ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security
Act of 1974, as amended.
(viii) ____ Investment Advisor. The Buyer is an investment advisor
registered under the Investment Advisors Act of 1940, as amended.
(ix) ____ Small Business Investment Company. Buyer is a small business
investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958, as amended.
(x) ____ Business Development Company. Buyer is a business
development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940, as amended.
3. The term "securities" as used for purposes of the calculation of the
dollar amount in paragraph 2 excludes: (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
6. Until the date of purchase of the Rule 144A Securities, the Buyer will
notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan as
I-5
provided above, the Buyer agrees that it will furnish to such parties updated
annual financial statements promptly after they become available.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
I-6
ANNEX 2
(b) QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]
The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A"), because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.
(i) ____ The Buyer owned $___________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
(ii) ____ The Buyer is part of a Family of Investment Companies which
owned in the aggregate $__________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates are relying and will continue to rely on the
I-7
statements made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.
6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
IF AN ADVISER:
----------------------------------------
Print Name of Buyer
Date:
----------------------------------
I-8
EXHIBIT J
FORM OF SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of [DATE], between JPMorgan Chase Bank, N.A., (the
"Company") and _____________________ (the "Purchaser").
PRELIMINARY STATEMENT
__________________ (the "Owner") is the holder of the entire interest in
Chase Mortgage Finance Trust Series 2007-A1, Multi-Class Mortgage Pass-Through
Certificates, Series 2007-A1, Class B-5 (the "Class B-5 Certificates"). The
Class B-5 Certificates were issued pursuant to a Pooling and Servicing Agreement
dated as of February 1, 2007 (the "Pooling and Servicing Agreement") among Chase
Mortgage Finance Corporation, (the "Company"), JPMorgan Chase Bank, N.A., as
servicer (the "Servicer"), JPMorgan Chase Bank, N.A., as custodian, (the
"Custodian"), The Bank of New York Trust Company, N.A., as paying agent (the
"Paying Agent") and The Bank of New York Trust Company, N.A., as trustee (the
"Trustee").
The Owner intends to resell all of the Class B-5 Certificates directly to
the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company, as Servicer, will engage in certain special servicing procedures
relating to foreclosures for benefit of the Purchaser, and that the Purchaser
will deposit funds in a collateral fund to cover any losses attributable to such
procedures as well as all advances and costs in connection therewith, as set
forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree to the following:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either: (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by GNMA, FNMA or FHLMC, (v) commercial paper (including
both non-interest bearing discount obligations and interest bearing
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obligations payable on demand or on a specified date), the issuer of which may
be an affiliate of the Company, having at the time of such investment a rating
of at least Prime-1 by Xxxxx'x Investors Service, Inc. ("Moody's") or at least
D-1 by Fitch Ratings and (vi) demand and time deposits in, certificates of
deposit of, any depository institution or trust company (which may be an
affiliate of the Company) incorporated under the laws of the United States of
America or any state thereof and subject to supervision and examination by
federal and/or state banking authorities, so long as at the time of such
investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least Aa by Moody's or at least
AA by Fitch Ratings or (y) the certificate of deposit or other unsecured
short-term debt obligations of such depository institution or trust company have
a rating of at least A-1 by Fitch Ratings or Prime-1 by Moody's and, for each of
the preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and upon the consent of the Purchaser which will
be deemed given unless expressly withheld within two Business Days of
notification, (y) the acceptance of a deed-in-lieu of foreclosure (whether in
connection with a sale of the related property or otherwise) or (z) initiation
and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), obtained by the Purchaser at its expense from an appraiser (which shall
not be an affiliate of the Purchaser) acceptable to the Company as nearly
contemporaneously as practicable to the time of the Purchaser's election,
prepared based on the Company's customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.03 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
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ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices.
1. In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company, as Servicer, shall provide to the Purchaser the following notices
and reports:
(a) Within five Business Days after each Distribution Date (or
included in or with the monthly statement to Certificateholders
pursuant to the Pooling and Servicing Agreement), the Company
shall provide to the Purchaser a report indicating for the Trust
the number of Mortgage Loans that are (A) thirty days, (B) sixty
days, (C) ninety days or more delinquent or (D) in foreclosure,
and indicating for each such Mortgage Loan the outstanding
principal balance.
(b) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall provide the Purchaser with a
notice (sent by telecopier) of such proposed and imminent
foreclosure, stating the loan number and the aggregate amount
owing under the Mortgage Loan.
2. If requested by the Purchaser, the Company shall make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries by the Purchaser in connection with any Mortgage Loan
identified in a report under subsection (a)(i)(B), (a)(i)(C), (a)(i)(D) or
(a)(ii) which has been given to the Purchaser; provided, that (1) the Company
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the Company shall not be
required to provide any written information under this subsection.
3. In addition to the foregoing, the Company shall provide to the Purchaser
such information as the Purchaser may reasonably request concerning each
Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided that the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is non-confidential.
(a) With respect to all Mortgage Loans which are serviced at any time
by the Company through a Subservicer, the Company shall be
entitled to rely for all purposes hereunder, including for
purposes of fulfilling its reporting obligations under this
Section 2.01 on the accuracy and completeness of any information
provided to it by the applicable Subservicer.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings.
1. The Purchaser directs the Company that in the event that the Company
does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section
2.01(a)(ii), subject to extension as set forth in Section 2.02(b), the Company
shall proceed with the Commencement of Foreclosure in respect of such Mortgage
Loan in accordance with its normal foreclosure policies without further notice
to the Purchaser. Any foreclosure that has been initiated may be discontinued
(i) without notice to the Purchaser, if the Mortgage Loan has been brought
current or if a refinancing or prepayment occurs with respect to the Mortgage
Loan (including by means of a short payoff approved by the Company) (ii) with
notice to the Purchaser if the Company has reached the terms of a forbearance
agreement with the borrower. In such latter case the Company may complete such
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forbearance agreement unless instructed otherwise by the Purchaser within one
Business Day of notification.
2. In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect, for reasonable cause as determined by the Purchaser, to instruct the
Company to delay the Commencement of Foreclosure until such term as the
Purchaser determines that the Company may proceed with the Commencement of
Foreclosure. Such election must be evidenced by written notice received within
24 hours (exclusive of any intervening non-Business Days) of transmission of the
notice provided by the Company under Section 2.01(a)(ii). Such 24 hour period
shall be extended for no longer than an additional four Business Days after the
receipt of the information if the Purchaser requests additional information
related to such foreclosure; provided, however that the Purchaser will have at
least one Business Day to respond to any requested additional information. Any
such additional information shall (i) not be confidential in nature and (ii) be
obtainable by the Company from existing reports, certificates or statements or
otherwise be readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the Mortgagor. If the Company's normal
foreclosure policy includes acceptance of a deed-in-lieu of foreclosure or short
payoff, the Purchaser will be notified and given one Business Day to respond.
3. With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, and shall provide the Company with a copy of such Current
Appraisal.
4. Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the outstanding Principal Balance of the Mortgage
Loan and the value shown in the Current Appraisal referred to in subsection (c)
above (or, if such Current Appraisal has not yet been obtained, the Company's
estimate thereof, in which case the required deposit under this subsection shall
be adjusted upon obtaining of such Current Appraisal), and (ii) three months'
interest on the Mortgage Loan at the applicable Mortgage Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period being referred to herein as the "Excess Period"), the Purchaser shall
remit by wire transfer in advance to the Company for deposit in the Collateral
Fund the amount, as calculated by the Company, equal to interest on the Mortgage
Loan at the applicable Mortgage Rate for the Excess Period. The terms of this
Agreement shall no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit the above amounts relating to the Mortgage
Loan within two Business Days of the Election to Delay Foreclosure.
5. With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts necessary to reimburse the Company for all Advances
and Liquidation Expenses thereafter made by the Company as Servicer in
accordance with the Pooling and Servicing Agreement. To the extent that the
amount of any such Liquidation Expense is determined by the Company based on
estimated costs, and the actual costs are subsequently determined to be higher,
the Company may withdraw the additional amount from the Collateral Fund. In the
event that the Mortgage Loan is brought current by the Mortgagor and the
foreclosure action is discontinued, the amounts so withdrawn from the Collateral
Fund shall be redeposited therein as and to the extent that reimbursement
therefor from amounts paid by the Mortgagor is not prohibited pursuant to the
Pooling and Servicing Agreement. Except as provided in the preceding sentence,
amounts withdrawn from the Collateral Fund to cover Advances and Liquidation
Expenses shall not be redeposited therein or otherwise reimbursed to the
Purchaser. If and when any such Mortgage Loan is brought current by the
Mortgagor, all amounts remaining in the Collateral Fund in respect of such
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Mortgage Loan (after adjustment for all withdrawals and deposits pursuant to
this subsection) shall be released to the Purchaser.
6. With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than the delay
in Commencement of Foreclosure as provided herein). If and when the Purchaser
shall notify the Company that it believes that it is appropriate to do so, the
Company shall proceed with the Commencement of Foreclosure. In any event, if the
Mortgage Loan is not brought current by the Mortgagor by the time the loan
becomes 6 months delinquent, the Purchaser's election shall no longer be
effective and at the Purchaser's option, either (i) the Purchaser shall purchase
the Mortgage Loan from the Trust Fund at a purchase price equal to the fair
market value as shown on the Current Appraisal, to be paid by (x) applying any
balance in the Collateral Fund to such purchase price, and (y) to the extent of
any deficiency, by wire transfer of immediately available funds to the Company
or Trustee; or (ii) the Company shall proceed with the Commencement of
Foreclosure.
7. Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the Company proceeded with the Commencement of Foreclosure in accordance with
subsection (f) above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under subsection (c) exceeds
the actual sales price obtained for the related Mortgaged Property (or stock
allocated to a dwelling unit in the case of a Co-op Loan) (net of Liquidation
Expenses and accrued interest related to the extended foreclosure period), and
the Company shall withdraw the amount of such excess from the Collateral Fund,
shall remit the same to the Trust Fund and in its capacity as Servicer shall
apply such amount as additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e)) shall be released to the
Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings.
1. In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect, for reasonable cause as
determined by the Purchaser, to instruct the Company to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
2. Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current Principal
Balance of the Mortgage Loan and three months' interest on the Mortgage Loan at
the applicable Mortgage Rate. If and when any such Mortgage Loan is brought
current by the Mortgagor, all amounts in the Collateral Fund in respect of such
Mortgage Loan shall be released to the Purchaser. The terms of this Agreement
shall no longer apply to the servicing of any Mortgage Loan upon the failure of
the Purchaser to deposit the above amounts relating to the Mortgage Loans within
two Business Days at the Election to Foreclose.
3. With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Foreclose, the Company shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than to proceed
with the Commencement of Foreclosure as provided herein). In connection
therewith, the Company shall have the same rights to make withdrawals for
Advances and Liquidation Expenses from the Collateral Fund as are provided under
Section 2.02(e), and the Company shall make reimbursements thereto to the
limited extent provided under such subsection. The Company shall not be required
to proceed with the Commencement of Foreclosure if (i) the same is stayed as a
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result of the Mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have not yet been
complied with or (ii) the Company believes there is a breach of representation
or warranties by the Company, which may result in a repurchase or substitution
of such Mortgage Loan, or (iii) the Company reasonably believes the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op Loan) may be
contaminated with or affected by hazardous wastes or hazardous substances (and
the Company supplies the Purchaser with information supporting such belief). The
Company will repurchase or substitute a Mortgage Loan pursuant to the preceding
clause (ii) within the time period specified in the Pooling and Servicing
Agreement. Any foreclosure that has been initiated may be discontinued (i)
without notice to the Purchaser if the Mortgage Loan has been brought current or
if a refinancing or prepayment occurs with respect to the Mortgage Loan
(including by means of a short payoff approved by the Company), or (ii) with
notice to the Purchaser if the Company has reached the terms of a forbearance
agreement unless instructed otherwise by the Purchaser within two Business Days
of notification.
4. Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the Company proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the Principal Balance of the Mortgage Loan at the time of liquidation
(plus all unreimbursed Advances and Liquidation Expenses in connection therewith
other than those paid from the Collateral Fund) exceeds the actual sales price
obtained for the related Mortgaged Property (or stock allocated to a dwelling
unit in the case of a Co-op Loan), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Fund and
in its capacity as Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c)) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination.
1. With respect to all Mortgage Loans included in the Trust Fund, the
Purchaser's rights to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Outstanding Certificate Principal Balance of the Class B-5
Certificates has been reduced to zero, (ii) if the greater of (x) ___% (or such
lower or higher percentages that represents the Company's actual historical loss
experience with respect to the Mortgage Loans in the related pool) of the
aggregate principal balance of all Mortgage Loans that are in foreclosure or are
more than 90 days delinquent on a contractual basis and REO properties or if the
aggregate amount that the Company estimates will be required to be withdrawn
from the Collateral Fund with respect to Mortgage Loans as to which the
Purchaser has made an Election to Delay Foreclosure or an Election to Foreclose
exceeds (z) the Outstanding Certificate Principal Balance of the Class B-5
Certificates, or (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B-5 Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Fund.
Except as set forth above, this Agreement and the respective rights, obligations
and responsibilities of the Purchaser and the Company hereunder shall terminate
upon the later to occur of (i) the final liquidation of the last Mortgage Loan
as to which the Purchaser made any Election to Delay Foreclosure or any Election
to Foreclose and the withdrawal of all remaining amounts in the Collateral Fund
as provided herein and (ii) ten (10) Business Day's notice.
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2. Purchaser's rights pursuant to Section 2.02 or 2.03 of this Agreement
shall terminate with respect to a Mortgage loan as to which the Purchaser has
exercised its rights under Section 2.02 or 2.03 hereof, upon Purchaser's failure
to deposit any amounts required pursuant to Section 2.02(d) or 2.03(b).
3. Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Servicer and any director, officer, employee or agent
thereof may rely in good faith on any document of any kind prima facie properly
executed and submitted by an Person respecting any matters arising hereunder.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund.
1. Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article 11, the Company shall
establish and maintain with itself as a segregated account on its books and
records an account (the "Collateral Fund"), entitled "JPMorgan Chase Bank, N.A.,
as Servicer, for the benefit of registered holders of Chase Mortgage Finance
Trust Series 2007-1, Multi-Class Mortgage Pass-Through Certificates, Series
2007-A1, Class B-5." Amounts in the Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificate holders, until withdrawn
from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof.
2. Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute to the Purchaser all amounts remaining in the
Collateral Fund together with any investment earnings thereon.
3. The Collateral Fund shall be an "outside reserve fund" within the
meaning of the REMIC Provisions, beneficially owned by the Purchaser, who shall
report all income, gain or loss with respect thereto. Any amounts transferred
from the Trust Fund to the Collateral Fund shall be deemed to be transferred to
the Purchaser, as beneficial owner of the Collateral Fund. In no event shall the
Purchaser (i) take or cause the Trustee or the Company to take any action that
could cause any REMIC established under the Trust Agreement to fail to qualify
as a REMIC or cause the imposition on any such REMIC of any "prohibited
transaction" or "prohibited contribution" taxes or (ii) cause the Trustee or the
Company to fail to take any action necessary to maintain the status of any such
REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments.
1. The Company shall, at the written direction of the Purchaser
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, the Company shall select such investments in
accordance with the definition of Collateral Fund Permitted Investments in its
discretion.
2. All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of any losses on
such investments) and any payments of principal made in respect of any
Collateral Fund Permitted Investment shall be deposited in the Collateral
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Fund upon receipt. All costs and realized losses associated with the purchase
and sale of Collateral Fund Permitted Investments shall be borne by the
Purchaser and the amount of net realized losses shall be deposited by the
Purchaser in the Collateral Fund. The Company shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefor in the Collateral Fund, equal to
the amount by which the balance of the Collateral Fund, after giving effect to
all other distributions to be made from the Collateral Fund on such date,
exceeds the Required Collateral Fund Balance. Any amounts so distributed shall
be released from the lien and security interest of this Agreement.
Section 3.03 Grant of Security Interest.
1. The Purchaser grants to the Company and the Trustee for the
benefit of the Certificateholders a security interest in and lien on all of the
Purchaser's right, title and interest, whether now owned or hereafter acquired,
in and to: (1) the Collateral Fund, (2) all amounts deposited in the Collateral
Fund and Collateral Fund Permitted Investments in which such amounts are
invested (and the distributions and proceeds of such investments) and (3) all
cash and non-cash proceeds of any of the foregoing, including proceeds of the
voluntary or involuntary conversion thereof (all of the foregoing collectively,
the "Collateral").
2. The Purchaser acknowledges the lien on and security interest
in the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company or the Trustee as may be reasonably
necessary to perfect the security interest created under this Agreement in the
Collateral and cause it to be prior to all other security interests and liens,
including the execution and delivery to the Company for filing of appropriate
financing statements in accordance with applicable law. The Company shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the Company or
the Trustee is then entitled to make hereunder, the Purchaser shall be obligated
to pay such amounts to the Company or the Trustee immediately upon demand. Such
obligation shall constitute a general corporate obligation of the Purchaser.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment.
This Agreement may be amended from time to time by the Company
and the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law.
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This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04 Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
in the case of the Company,
JPMorgan Chase Bank, N.A.
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxx 00000
such other address as may hereafter be furnished in writing by the Company, or
in the case of the Purchaser, with respect to notices pursuant to Section 2.01,
[PURCHASER]
----------------------------------------
[ADDRESS]
Attn:
----------------------------------
Phone:
---------------------------------
Fax:
-----------------------------------
with respect to all other notices pursuant to this Agreement,
----------------------------------------
[ADDRESS]
Attn:
----------------------------------
Phone:
---------------------------------
Fax:
-----------------------------------
or such other address as may hereafter be furnished in writing by the Purchaser.
Section 4.05 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the
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Certificateholders; provided, however, that the rights under this Agreement
cannot be assigned by the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings.
The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
JPMORGAN CHASE BANK, N.A.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
----------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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EXHIBIT K
FORM OF CLASS A-R TRANSFEREE'S LETTER
CHASE MORTGAGE FINANCE TRUST SERIES 2007-A1
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
JPMorgan Chase Bank, N.A.
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Bank of New York Trust Company, N.A., as trustee
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Corporate Trust Services/CMFT 2007-A1
Ladies and Gentlemen:
We propose to purchase Chase Mortgage Finance Corporation's Chase Mortgage
Finance Trust Series 2007-A1, Multi-Class Mortgage Pass-Through Certificates,
Series 2007-A1, Class A-R, described in the Prospectus Supplement, dated March
26, 2007 and Prospectus, dated November 27, 2006.
1. We certify that (a) we are not a disqualified organization, (b) we are
not purchasing such Class A-R Certificate on behalf of a disqualified
organization and (c) we are not an entity that holds such Class A-R Certificate
as nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations; for
this purpose the term "disqualified organization" means the United States, any
state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (except any entity treated as other than an instrumentality of the
foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code of
1986, as amended (the "Code")), any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from taxation under the
Code (unless such organization is subject to tax on excess inclusions) and any
organization that is described in Section 1381(a)(2)(C) of the Code. We
understand that any breach by us of this certification may cause us to be liable
for an excise tax imposed upon transfers to disqualified organizations.
2. We certify that we are not an employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended
(the "Code") or a plan or arrangement subject to any provisions under any
federal, state, local, non-U.S. or other laws or regulations that are
substantively similar to the
K-1
foregoing provisions of ERISA or the Code (collectively, a "Plan"), and are not
directly or indirectly acquiring the Class A-R Certificate for, on behalf of or
with any assets of any such Plan.
3. We certify that (a) we have historically paid our debts as they became
due, (b) we intend, and believe that we will be able, to continue to pay our
debts as they become due in the future, (c) we understand that, as beneficial
owner of the Class A-R Certificate, we may incur tax liabilities in excess of
any cash flows generated by the Class A-R Certificate, (d) we intend to pay any
taxes associated with holding the Class A-R Certificate as they become due and
(e) we will not cause income from the Class A-R Certificate to be attributable
to a foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of ours or another U.S. taxpayer.
4. We acknowledge that we will be the beneficial owner of the Class A-R
Certificate and:*/
(iii) ______ The Class A-R Certificate will be registered in our name.
(iv) ______ The Class A-R Certificate will be held in the name of our
nominee, ____________________, which is not a disqualified
organization.
5. Unless Chase Mortgage Finance Corporation ("CMFC") has consented to the
transfer to us by executing the form of Consent affixed hereto as Appendix B, we
certify that we are a U.S. person; for this purpose the term "U.S. Person" means
a citizen or resident of the United States, a corporation or partnership
(unless, in the case of a partnership, Treasury regulations are adopted that
provide otherwise) created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, including an entity
treated as a corporation or partnership for federal income tax purposes, an
estate whose income is subject to Unites States federal income tax regardless of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust, (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons). We agree that any breach by us of this certification shall
render the transfer of any interest in the Class A-R Certificate to us
absolutely null and void and shall cause no rights in the Class A-R Certificate
to vest in us.
6. We agree that in the event that at some future time we wish to transfer
any interest in the Class A-R Certificate, we will transfer such interest in the
Class A-R Certificate only (a) to a transferee that (i) is not a disqualified
organization and is not purchasing such interest in the Class A-R Certificate on
behalf of a disqualified organization, (ii) is a U.S. person and (iii) has
delivered to CMFC a letter in the form of this letter (including the affidavit
appended hereto) and, if requested by CMFC, an opinion of counsel (in a form
acceptable to CMFC) that the proposed transfer will not cause the interest in
the Class A-R Certificate to be held by a disqualified organization or a person
who is not a U.S. person or (b) with the written consent of CMFC.
7. We hereby designate JPMorgan Chase Bank, N.A. as our fiduciary to act as
the tax matters person for the Series 2007-A1 REMICs.
Very truly yours,
----------------------------------------
[PURCHASER]
----------
*/ Check appropriate box and if necessary fill in the name of the Transferee's
nominee.
K-2
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Accepted as of , 200 _
--------------------- -
CHASE MORTGAGE FINANCE CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
K-3
APPENDIX A
Affidavit pursuant to (i) Section 860E(e)(4) of the Internal Revenue Code of
1986, as amended, and (ii) certain provisions of the Pooling and Servicing
Agreement
Under penalties of perjury, the undersigned declares that the following is
true:
(1) He or she is an officer of _________________________ (the
"Transferee"),
(2) the Transferee's Employee Identification number is __________,
(3) the Transferee is not a "disqualified organization" (as defined
below), has no plan or intention of becoming a disqualified
organization, and is not acquiring any of its interest in the Chase
Mortgage Finance Corporation, Multi-Class Mortgage Pass-Through
Certificates, Series 2007-A1, Class A-R on behalf of a disqualified
organization or any other entity,
(4) unless Chase Mortgage Finance Corporation ("CMFC") has consented to
the transfer to the Transferee by executing the form of Consent
affixed as Appendix B to the Transferee's Letter to which this
Certificate is affixed as Appendix A, the Transferee is a "U.S.
Person" (as defined below),
(5) that no purpose of the transfer is to avoid or impede the assessment
or collection of tax,
(6) the Transferee has historically paid its debts as they became due,
(7) the Transferee intends, and believes that it will be able, to continue
to pay its debts as they become due in the future,
(8) the Transferee understands that, as beneficial owner of the Class A-R
Certificate, it may incur tax liabilities in excess of any cash flows
generated by the Class A-R Certificate,
(9) the Transferee intends to pay any taxes associated with holding the
Class A-R Certificate as they become due,
(10) the Transferee consents to any amendment of the Pooling and Servicing
Agreement that shall be deemed necessary by CMFC (upon advice of
counsel) to constitute a reasonable arrangement to ensure that the
Class A-R Certificate will not be owned directly or indirectly by a
disqualified organization, and
(11) IF BRACKETED, THE FOLLOWING CERTIFICATIONS ARE INAPPLICABLE [the
transfer is not a direct or indirect transfer of the Class A-R
Certificate to a foreign permanent establishment or fixed base (within
the meaning of an applicable income tax treaty) of the Transferee, and
as to each of the residual interests represented by the Class A-R
Certificate, the present value of the anticipated tax liabilities
associated with holding such residual interest does not exceed the sum
of:
the present value of any consideration given to the Transferee to
acquire such residual interest;
the present value of the expected future distributions on such
residual interest; and
the present value of the anticipated tax savings associated with
holding such residual interest as the related REMIC generates losses.
K-4
(a) For purposes of this declaration, (i) the Transferee is assumed to
pay tax at a rate equal to the highest rate of tax specified in
Section 11(b)(1) of the Code, but the tax rate specified in Section
55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b)(1) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in
the preceding two years and will compute its taxable income in the
current taxable year using the alternative minimum tax rate, and (ii)
present values are computed using a discount rate equal to the Federal
short-term rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the
Transferee;]
[Alternative (11) (A) at the time of the transfer, and at the close of each of
the Transferee's two fiscal years preceding the year of transfer, the
Transferee's gross assets for financial reporting purposes exceed $100
million and its net assets for financial reporting purposes exceed $10
million; and
(B) the Transferee is an eligible corporation as defined in Treasury
regulation Section 1.860E-1(c)(6)(i) and has agreed in writing that
any subsequent transfer of the Class A-R Certificate will be to
another eligible corporation in a transaction that satisfies Treasury
regulation Sections 1.860E-1(c)(4)(i), 1.860E-1(c)(4)(ii),
1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) and such transfer will not be a
direct or indirect transfer to a foreign permanent establishment
(within the meaning of an applicable income tax treaty) of a domestic
corporation.
(b) For purposes of this declaration, (i) the gross assets and net
assets of the Transferee do not include any obligation of any related
person (as defined in Treasury regulation section 1.860E-1(c)(6)(ii))
or any other asset if a principal purpose for holding or acquiring the
other asset is to permit the Transferee to make this declaration or to
satisfy the requirements of Treasury regulation section
1.860E-1(c)(5)(i);]
[Alternative (11) Intentionally left blank;]
(12) the Transferee represents that it will not cause income from the Class
A-R Certificate to be attributable to a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of the Transferee
or another U.S. taxpayer;
(c)
(d) For purpose of this affidavit, the term "disqualified
organization" means the United States, any state or political
subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing
(except any entity treated as other than an instrumentality of the
foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue
Code of 1986, as amended (the "Code")), any organization (other than a
cooperative described in Section 521 of the Code) that is exempt from
taxation under the Code (unless such organization is subject to tax on
excess inclusions) and any organization that is described in Section
1381(a)(2)(C) of the Code and the term "U.S. Person" means a citizen
or resident of the United States, a corporation or partnership
(unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the
laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership
for federal income tax purposes, an estate whose income is subject to
Unites States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more
such U.S. Persons have the authority to control all substantial
decisions of
K-5
such trust, (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
K-6
----------------------------------------
By:
------------------------------------
----------------------------------------
Address of Investor for receipt of distribution:
-------------------------------
Address of Investor for receipt of tax information:
----------------------------
(Corporate Seal)
Attest:
----------------------------------------
, Secretary
----------------------------------------
Personally appeared before me the above-named ______________, known or proved to
me to be the same person who executed the foregoing instrument and to be the
_______ of the Investor, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Investor.
Subscribed and sworn before me this day of , 200 .
------- ----------- -
Notary Public
County of
----------------------------------
State of
-----------------------------------
My commission expires the day of
-------- --------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Dated:
------------------------------
K-7
APPENDIX B
CONSENT
(Transferee)
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
Ladies and Gentlemen:
Chase Mortgage Finance Corporation ("CMFC") hereby consents to the transfer
to, and registration in the name of, the Transferee (or, if applicable,
registration in the name of such Transferee's nominee of the Multi-Class
Mortgage Pass-Through Certificates, Series 2007-A1, Class A-R described in the
Transferee's Letter to which this Consent is appended, notwithstanding CMFC's
knowledge that the Transferee is not a U.S. Person (as defined in such
Transferee's Letter).
CHASE MORTGAGE FINANCE CORPORATION
By:
------------------------------------
Dated:
------------------------------
K-8
EXHIBIT K-1
FORM OF CLASS A-R TRANSFEROR'S LETTER
CHASE MORTGAGE FINANCE TRUST SERIES 2007-A1
[DATE]
JPMorgan Chase Bank, N.A.
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
The Bank of New York Trust Company, N.A., as trustee
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Corporate Trust Services/CMFT 2007-A1
We propose to transfer to ___________________ (the "Transferee") Chase
Mortgage Finance Corporation's Chase Mortgage Finance Trust Series 2007-A1,
Multi-Class Mortgage Pass-Through Certificates, Series 2007-A1, Class A-R,
described in the Prospectus Supplement, dated February 26, 2006 and Prospectus,
dated November 27, 2006. We have reviewed the attached affidavit of the
Transferee, and have no actual knowledge that such affidavit is not true, and
have no reason to believe that the Transferee has the intention to impede the
assessment or collection of any federal, state or local taxes legally required
to be paid with respect to the Class A-R Certificate referred to in the attached
affidavit. In addition, we have conducted a reasonable investigation at the time
of the transfer and found that the Transferee has historically paid its debts as
they came due and we found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due.
Very truly yours,
----------------------------------------
Name:
----------------------------------
Title:
---------------------------------
K-1-1
EXHIBIT L
REQUEST FOR RELEASE OF DOCUMENTS
To: JPMorgan Chase Bank, N.A.
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxx 00000
Re: Pooling and Servicing Agreement, dated as of February 1, 2007, by
and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank,
N.A. and The Bank of New York Trust Company, N.A. relating to the
issuance of the Chase Mortgage Finance Trust Series 2007-A1,
Multi-Class Mortgage Pass-Through Certificates, Series 2007-A1
In connection with the administration of the Mortgage Loans held by you, as
Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and
Servicing Agreement, we request the release, and hereby acknowledge receipt, of
the Mortgage File for the Mortgage Loan described below, for the reason
indicated.
Mortgage Loan Number: __________________________
Mortgagor Name, Address & Zip Code: ____________________________________________
Reason for Requesting Documents (check one):
[ ] 1. Mortgage Paid in Full
[ ] 2. Foreclosure
[ ] 3. Substitution
[ ] 4. Other Liquidation
[ ] 5. Nonliquidation Reason:
----------------------------------------
By:
------------------------------------
(authorized signatory)
Issuer:
--------------------------------
Address:
-------------------------------
Date:
----------------------------------
L-1
Custodian
JPMorgan Chase Bank, N.A.
Please acknowledge the execution of the above request by your signature and date
below:
------------------------------------- ----------------------------------------
Signature Date
Documents returned to Custodian:
----------------------------------------
Custodian Date
L-2
EXHIBIT M
FORM OF TRANSFEREE ERISA REPRESENTATION LETTER
[DATE]
The Bank of New York Trust Company, N.A.
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Corporate Trust Services/CMFT 2007-A1
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Re: Chase Mortgage Finance Trust Series 2007-A1, Multi-Class Mortgage
Pass-Through Certificates, Series 2007-A1, [CLASS B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
_________________________ (the "Transferor") $_______ by original principal
balance (the "Transferred Certificate") of Chase Mortgage Finance Trust Series
2007-A1, Multi-Class Mortgage Pass-Through Certificates, Series 2007-A1, [CLASS
B-__] (the "Certificates"), issued pursuant to a pooling and servicing
agreement, dated as of February 1, 2007 (the "Pooling and Servicing Agreement"),
among Chase Mortgage Finance Corporation (the "Depositor"), JPMorgan Chase Bank,
N.A. ("Chase"), as servicer (the "Servicer") and Custodian, and The Bank of New
York Trust Company, N.A., as trustee (the "Trustee") and paying agent. [THE
PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF
____________________, AS NOMINEE FOR __________________.] All terms used and not
otherwise defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, we hereby certify, represent and warrant to, and
covenant with, the Depositor that we:
(A) are not an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a plan
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") or a plan subject to any provisions under any federal, state, local,
non-U.S. or other laws or regulations that are substantively similar to the
foregoing provisions of ERISA or the Code ("Similar Law") (collectively, a
"Plan"), and is not directly or indirectly acquiring the Certificate for, on
behalf of or with any assets of any such Plan, (B) if the Certificate has been
the subject of an ERISA-Qualifying Underwriting, are an insurance company that
is acquiring the Certificate with assets of an "insurance company general
account" as defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60"), and the acquisition and holding of the Certificate are
covered and exempt under Sections I and III of PTCE 95-60, or (C) solely in the
case of a Definitive Certificate, will deliver herewith an Opinion of Counsel
satisfactory to the Depositor, and upon which the Depositor shall be entitled to
rely, to the effect that the acquisition and holding of this Certificate by the
prospective transferee will not constitute or result in a nonexempt prohibited
transaction under ERISA or the Code or
M-1
a violation of Similar Law and will not subject the Trustee, the Depositor or
the Servicer to any obligation in addition to those undertaken by such entities
in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Depositor or the Servicer.
We agree to indemnify the Trustee, the Servicer and the Depositor against
any liability that may result from any misrepresentation made herein.
M-2
Very truly yours,
[PURCHASER]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
M-3
EXHIBIT N
AVAILABLE COMBINATIONS
PERMITTED EXCHANGEABLE CERTIFICATE COMBINATIONS
EXCHANGEABLE INITIAL CERTIFICATES EXCHANGEABLE CERTIFICATES
----------------------------------------------- ------------------------------------------------
RELATED
ORIGINAL MAXIMUM
CERTIFICATE CERTIFICATE
EXCHANGEABLE PRINCIPAL EXCHANGEABLE PRINCIPAL
COMBINATIONS AMOUNT COUPON CLASSES AMOUNT COUPON
------------ ----------- ---------------- ------------ ------------ ----------------
EXCHANGEABLE
COMBINATION 1
Class 11-A1 613,032,000 Group 11 Net WAC Class 11-M1 $613,032,000 (2)
Class 11-S1 $613,032,000(1) (3)
EXCHANGEABLE
COMBINATION 2
Class 11-A1 613,032,000 Group 11 Net WAC Class 11-L1 $613,032,000 (4)
Class 11-F1 $613,032,000(1) (5)
EXCHANGEABLE
COMBINATION 3
Class 11-A1 613,032,000 Group 11 Net WAC Class 11-A3 $240,557,395 Group 11 Net WAC
Class 11-A4 $210,518,605 Group 11 Net WAC
Class 11-A5 $161,956,000 Group 11 Net WAC
EXCHANGEABLE
COMBINATION 4
Class 11-A5 161,956,000 Group 11 Net WAC Class 11-M5 $161,956,000 (2)
Class 11-S5 $161,956,000(1) (3)
EXCHANGEABLE
COMBINATION 5
Class 11-A5 161,956,000 Group 11 Net WAC Class 11-L5 $161,956,000 (4)
Class 11-F5 $161,956,000(1) (5)
EXCHANGEABLE
COMBINATION 6
Class 11-A1 613,032,000 Group 11 Net WAC Class 11-A6 $390,720,000 Group 11 Net WAC
Class 11-A7 $ 82,864,000 Group 11 Net WAC
Class 11-A8 $139,448,000 Group 11 Net WAC
N-1
EXCHANGEABLE INITIAL CERTIFICATES EXCHANGEABLE CERTIFICATES
----------------------------------------------- ------------------------------------------------
RELATED
ORIGINAL MAXIMUM
CERTIFICATE CERTIFICATE
EXCHANGEABLE PRINCIPAL EXCHANGEABLE PRINCIPAL
COMBINATIONS AMOUNT COUPON CLASSES AMOUNT COUPON
------------ ----------- ---------------- ------------ ------------ ----------------
EXCHANGEABLE
COMBINATION 7
Class 11-A8 139,448,000 Group 11 Net WAC Class 11-M8 $139,448,000 (2)
Class 11-S8 $139,448,000(1) (3)
EXCHANGEABLE
COMBINATION 8
Class 11-A8 139,448,000 Group 11 Net WAC Class 11-L8 $139,448,000 (4)
Class 11-F8 $139,448,000(1) (5)
EXCHANGEABLE
COMBINATION 9
12-A3 50,197,000 Group 12 Net WAC 12-M3 $ 50,197,000 (6)
12-S3 $ 50,197,000(1) (3)
EXCHANGEABLE
COMBINATION 10
12-A3 50,197,000 Group 12 Net WAC 12-L3 $ 50,197,000 (7)
12-F3 $ 50,197,000(1) (5)
EXCHANGEABLE
COMBINATION 11
13-A2 58,967,000 Group 13 Net WAC 13-M2 $ 58,967,000 (8)
13-S2 $ 58,967,000(1) (3)
EXCHANGEABLE
COMBINATION 12
13-A2 58,967,000 Group 13 Net WAC 13-L2 $ 58,967,000 (9)
13-F2 $ 58,967,000(1) (5)
FOR A DESCRIPTION OF THE PRIORITY OF PRINCIPAL PAYMENTS TO THE EXCHANGEABLE
CERTIFICATES SEE "DESCRIPTION OF THE CERTIFICATES" IN THE PROSPECTUS SUPPLEMENT.
(1) Notional Amount.
(2) The Certificate Rate on the Class 11-M1, Class 11-M5 and Class 11-M8
Certificates will be a per annum rate equal to the greater of (a) (i) the
Group 11 Net WAC (as defined in the prospectus supplement) minus (ii) 0.25%
and (b) zero. The Certificate Rate on the Class 11-M1, Class 11-M5 and
Class 11-M8 Certificates for the Interest Accrual Period related to the
first
N-2
Distribution Date is expected to be approximately 5.436% per annum.
Commencing with the Interest Accrual Period related to the Distribution
Date in March 2012, the Certificate Rate on the Class 11-M1, Class 11-M5
and Class 11-M8 Certificates will be a per annum rate equal to the Group 11
Net WAC (as defined in the prospectus supplement);
(3) The Certificate Rate on the Class 11-S1, Class 11-S5, Class 11-S8, Class
12-S3 and Class 13-S2 Certificates for the Interest Accrual Period related
to the first Distribution date is expect to be approximately 0.25% per
annum. Commencing with the Interest Accrual Period related to the
Distribution Date in March 2012, the Certificate Rate on the Class 11-S1,
Class 11-S5 and Class 11-S8 Certificates will be zero and the Class 11-S1,
Class 11-S5 and Class 11-S8 Certificates will no longer be entitled to
receive distributions of interest. Commencing with the Interest Accrual
Period related to the Distribution Date in March 2014, the Certificate Rate
on the Class 12-S3 Certificates will be zero and the Class 12-S3
Certificates will no longer be entitled to receive distributions of
interest. Commencing with the Interest Accrual Period related to the
Distribution Date in March 2017, the Certificate Rate on the Class 13-S2
Certificates will be zero and the Class 13-S2 Certificates will no longer
be entitled to receive distributions of interest;
(4) The Certificate Rate on the Class 11-L1, Class 11-L5 and Class 11-L8
Certificates Certificates will be a per annum rate equal to the greater of
(a) (i) the Group 11 Net WAC (as defined in the prospectus supplement)
minus (ii) 0.50% and (b) zero. The Certificate Rate on the 11-L1, Class
11-L5 and Class 11-L8 Certificates for the Interest Accrual Period related
to the first Distribution Date is expected to be approximately 5.186% per
annum. Commencing with the Interest Accrual Period related to the
Distribution Date in March 2012, the Certificate Rate on the Class 11-L1,
Class 11-L5 and Class 11-L8 Certificates be a per annum rate equal to the
Group 11 Net WAC (as defined in the prospectus supplement);
(5) The Certificate Rate on the Class 11-F1, Class 11-F5, Class 11-F8, Class
12-F3 and Class 13-F2 Certificates for the Interest Accrual Period related
to the first Distribution date is expect to be approximately 0.50% per
annum. Commencing with the Interest Accrual Period related to the
Distribution Date in March 2012, the Certificate Rate on the Class 11-F1,
Class 11-F5 and Class 11-F8 Certificates will be zero and the Class 11-F1,
Class 11-F5 and Class 11-F8 Certificates will no longer be entitled to
receive distributions of interest. Commencing with the Interest Accrual
Period related to the Distribution Date in March 2014, the Certificate Rate
on the Class 12-F3 Certificates will be zero and the Class 12-F3
Certificates will no longer be entitled to receive distributions of
interest. Commencing with the Interest Accrual Period related to the
Distribution Date in March 2017, the Certificate Rate on the Class 13-F2
Certificates will be zero and the Class 13-F2 Certificates will no longer
be entitled to receive distributions of interest;
(6) The Certificate Rate on the Class 12-M3 Certificates will be a per annum
rate equal to the greater of (a) (i) the Group 12 Net WAC (as defined in
the prospectus supplement) minus (ii) 0.25% and (b) zero. The Certificate
Rate on the Class 12-M3 Certificates for the Interest Accrual Period
related to the first Distribution Date is expected to be approximately
5.696% per annum. Commencing with the Interest Accrual Period related to
the Distribution Date in March 2014, the Certificate Rate on the Class
12-M3 Certificates will be a per annum rate equal to the Group 12 Net WAC
(as defined in the prospectus supplement);
N-3
(7) The Certificate Rate on the Class 12-L3 Certificates Certificates will be a
per annum rate equal to the greater of (a) (i) the Group 12 Net WAC (as
defined in the prospectus supplement) minus (ii) 0.50% and (b) zero. The
Certificate Rate on the Class 12-L3 Certificates for the Interest Accrual
Period related to the first Distribution Date is expected to be
approximately 5.446% per annum. Commencing with the Interest Accrual Period
related to the Distribution Date in March 2014, the Certificate Rate on the
Class 12-L3 Certificates be a per annum rate equal to the Group 12 Net WAC
(as defined in the prospectus supplement);
(8) The Certificate Rate on the Class 13-M2 Certificates will be a per annum
rate equal to the greater of (a) (i) the Group 13 Net WAC (as defined in
the prospectus supplement) minus (ii) 0.25% and (b) zero. The Certificate
Rate on the Class 13-M2 Certificates for the Interest Accrual Period
related to the first Distribution Date is expected to be approximately
5.786% per annum. Commencing with the Interest Accrual Period related to
the Distribution Date in March 2017, the Certificate Rate on the Class
13-M2 Certificates will be a per annum rate equal to the Group 13 Net WAC
(as defined in the prospectus supplement);
(9) The Certificate Rate on the Class 13-L2 Certificates will be a per annum
rate equal to the greater of (a) (i) the Group 13 Net WAC (as defined in
the prospectus supplement) minus (ii) 0.50% and (b) zero. The Certificate
Rate on the 13-L2 Certificates for the Interest Accrual Period related to
the first Distribution Date is expected to be approximately 5.536% per
annum. Commencing with the Interest Accrual Period related to the
Distribution Date in March 2017, the Certificate Rate on the Class 13-L2
Certificates be a per annum rate equal to the Group 13 Net WAC (as defined
in the prospectus supplement);
N-4
EXHIBIT O
FORM OF OFFICER'S CERTIFICATE (PAYING AGENT)
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Reference is made to each pooling and servicing agreement listed on Exhibit
A hereto (each, an "Agreement") in which The Bank of New York Trust Company,
N.A. has been appointed the paying agent (the "Paying Agent"). The Bank of New
York Trust Company, N.A., hereby certifies to you that:
1. I have reviewed the information contained in each monthly statement to
certificateholders, any information provided by the Paying Agent with
respect to the annual report on Form 10-K for the fiscal year 2007 (the
"Annual Report"), and any information provided by the Paying Agent with
respect to all reports on Form 8-K (if any) and on Form 10-D required to be
filed in respect of the period covered by the Annual Report (collectively
with the Annual Report, the "Reports"), of the Trust;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact required by the respective pooling and servicing
agreement to be included therein and necessary to make the statements made,
in light of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by the annual reports;
and
3. Based on my knowledge, the distribution or servicing information
required to be provided to the Paying Agent by the Servicer under each
Agreement for inclusion in the reports is included in the reports.
4. In compiling the distribution information, the Paying Agent has relied
upon information furnished to it by the Servicer under each pooling and
servicing agreement. The Paying Agent shall have no responsibility or
liability for any inaccuracy in such reports resulting from information so
provided by the Servicer.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
O-1
EXHIBIT P
LETTER OF REPRESENTATIONS
[INTENTIONALLY OMITTED]
P-1
EXHIBIT Q
FORM OF TRUST AGREEMENT
[INTENTIONALLY OMITTED]
Q-1
EXHIBIT R
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE
(RMBS unless otherwise noted)
DEFINITIONS KEY: _________________
PRIMARY SERVICER - transaction party having borrower contact X - obligation
CUSTODIAN - safe keeper of certain pool assets
TRUSTEE - fiduciary of the transaction
PAYING AGENT - agent of the Trustee
WHERE THERE ARE MULTIPLE CHECKS FOR CRITERIA THE ATTESTING PARTY WILL IDENTIFY
IN THEIR MANAGEMENT ASSERTION THAT THEY ARE ATTESTING ONLY TO THE PORTION OF THE
DISTRIBUTION CHAIN THEY ARE RESPONSIBLE FOR IN THE RELATED TRANSACTION
AGREEMENTS.
THE BANK OF THE BANK OF
NEW YORK NEW YORK
JPMORGAN* TRUST TRUST
CHASE BANK, COMPANY, COMPANY, JPMORGAN CHASE
N.A. N.A. (PAYING N.A. BANK, N.A.
REG AB REFERENCE SERVICING CRITERIA (SERVICER) AGENT) (TRUSTEE) (CUSTODIAN)
---------------- ------------------ ----------- ------------ ----------- --------------
GENERAL SERVICING CONSIDERATIONS
1122(d)(1)(i) Policies and procedures are X X
instituted to monitor any
performance or other triggers and
events of default in accordance
with the transaction agreements.
1122(d)(1)(ii) If any material servicing X IF IF APPLICABLE
activities are outsourced to third APPLICABLE FOR A
parties, policies and procedures FOR A TRANSACTION
are instituted to monitor the TRANSACTION PARTICIPANT
third party's performance and PARTICIPANT
compliance with such servicing
activities.
1122(d)(1)(iii) Any requirements in the X N/A N/A
transaction agreements to maintain
a back-up servicer for the Pool
Assets are maintained.
1122(d)(1)(iv) A fidelity bond and errors and X
omissions policy is in effect on
the party participating in the
servicing function throughout the
reporting period in the amount of
coverage required by and otherwise
in accordance with the terms of
the transaction agreements.
CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i) Payments on pool assets are X X
deposited into the appropriate
custodial bank
R-1
THE BANK OF XXX XXXX XX
XXX XXXX XXX XXXX
XXXXXXXX* TRUST TRUST
CHASE BANK, COMPANY, COMPANY, JPMORGAN CHASE
N.A. N.A. (PAYING N.A. BANK, N.A.
REG AB REFERENCE SERVICING CRITERIA (SERVICER) AGENT) (TRUSTEE) (CUSTODIAN)
---------------- ------------------ ----------- ------------ ----------- --------------
accounts and related bank clearing
accounts no more than two business
days following receipt, or such
other number of days specified in
the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire X X
transfer on behalf of an obligor
or to an investor are made only by
authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees X
regarding collections, cash flows
or distributions, and any interest
or other fees charged for such
advances, are made, reviewed and
approved as specified in the
transaction agreements.
1122(d)(2)(iv) The related accounts for the X X
transaction, such as cash reserve
accounts or accounts established
as a form of over
collateralization, are separately
maintained (e.g., with respect to
commingling of cash) as set forth
in the transaction agreements.
1122(d)(2)(v)** Each custodial account is X X
maintained at a federally insured
depository institution as set
forth in the transaction
agreements. For purposes of this
criterion, "federally insured
depository institution" with
respect to a foreign financial
institution means a foreign
financial institution that meets
the requirements of Rule
13k-1(b)(1) of the Securities
Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so X If applicable
as to prevent unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a X X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and
related bank clearing accounts.
These reconciliations are (A)
mathematically accurate; (B)
prepared within 30 calendar days
after the bank statement cutoff
date, or such other number of days
specified in the transaction
agreements; (C) reviewed and
approved by someone other than the
person who prepared the
reconciliation; and (D) contain
explanations for reconciling
items. These reconciling items are
resolved within 90 calendar days
of their
R-2
THE BANK OF XXX XXXX XX
XXX XXXX XXX XXXX
XXXXXXXX* TRUST TRUST
CHASE BANK, COMPANY, COMPANY, JPMORGAN CHASE
N.A. N.A. (PAYING N.A. BANK, N.A.
REG AB REFERENCE SERVICING CRITERIA (SERVICER) AGENT) (TRUSTEE) (CUSTODIAN)
---------------- ------------------ ----------- ------------ ----------- --------------
original identification, or such
other number of days specified in
the transaction agreements.
INVESTOR REMITTANCES AND REPORTING
1122(d)(3)(i) Reports to investors, including X X
those to be filed with the (not
Commission, are maintained in including
accordance with the transaction (c))
agreements and applicable
Commission requirements.
Specifically, such reports (A) are
prepared in accordance with
timeframes and other terms set
forth in the transaction
agreements; (B) provide
information calculated in
accordance with the terms
specified in the transaction
agreements; (C) are filed with the
Commission as required by its
rules and regulations; and (D)
agree with investors' or the
trustee's records as to the total
unpaid principal balance and
number of Pool Assets serviced by
the Servicer.
1122(d)(3)(ii) Amounts due to investors are X X
allocated and remitted in
accordance with timeframes,
distribution priority and other
terms set forth in the transaction
agreements.
1122(d)(3)(iii) Disbursements made to an investor X X
are posted within two business
days to the Servicer's investor
records, or such other number of
days specified in the transaction
agreements.
1122(d)(3)(iv) Amounts remitted to investors per X X
the investor reports agree with
cancelled checks, or other form of
payment, or custodial bank
statements.
POOL ASSET ADMINISTRATION
1122(d)(4)(i) Collateral or security on pool X X
assets is maintained as required
by the transaction agreements or
related pool asset documents.
1122(d)(4)(ii) Pool assets and related documents X X
are safeguarded as required by the
transaction agreements
1122(d)(4)(iii) Any additions, removals or X
substitutions to the asset pool
are made, reviewed and approved in
accordance with any conditions or
requirements in the transaction
agreements.
R-3
THE BANK OF THE BANK OF
NEW YORK NEW YORK
JPMORGAN* TRUST TRUST
CHASE BANK, COMPANY, COMPANY, JPMORGAN CHASE
N.A. N.A. (PAYING N.A. BANK, N.A.
REG AB REFERENCE SERVICING CRITERIA (SERVICER) AGENT) (TRUSTEE) (CUSTODIAN)
---------------- ------------------ ----------- ------------ ----------- --------------
1122(d)(4)(iv) Payments on pool assets, including X
any payoffs, made in accordance
with the related pool asset
documents are posted to the
Servicer's obligor records
maintained no more than two
business days after receipt, or
such other number of days
specified in the transaction
agreements, and allocated to
principal, interest or other items
(e.g., escrow) in accordance with
the related pool asset documents.
1122(d)(4)(v) The Servicer's records regarding X
the pool assets agree with the
Servicer's records with respect to
an obligor's unpaid principal
balance.
1122(d)(4)(vi) Changes with respect to the terms X
or status of an obligor's pool
assets (e.g., loan modifications
or re-agings) are made, reviewed
and approved by authorized
personnel in accordance with the
transaction agreements and related
pool asset documents.
1122(d)(4)(vii) Loss mitigation or recovery X
actions (e.g., forbearance plans,
modifications and deeds in lieu of
foreclosure, foreclosures and
repossessions, as applicable) are
initiated, conducted and concluded
in accordance with the timeframes
or other requirements established
by the transaction agreements.
1122(d)(4)(viii) Records documenting collection X
efforts are maintained during the
period a pool asset is delinquent
in accordance with the transaction
agreements. Such records are
maintained on at least a monthly
basis, or such other period
specified in the transaction
agreements, and describe the
entity's activities in monitoring
delinquent pool assets including,
for example, phone calls, letters
and payment rescheduling plans in
cases where delinquency is deemed
temporary (e.g., illness or
unemployment).
1122(d)(4)(ix) Adjustments to interest rates or X
rates of return for pool assets
with variable rates are computed
based on the related pool asset
documents.
1122(d)(4)(x) Regarding any funds held in trust X
for
R-4
THE BANK OF THE BANK OF
NEW YORK NEW YORK
JPMORGAN* TRUST TRUST
CHASE BANK, COMPANY, COMPANY, JPMORGAN CHASE
N.A. N.A. (PAYING N.A. BANK, N.A.
REG AB REFERENCE SERVICING CRITERIA (SERVICER) AGENT) (TRUSTEE) (CUSTODIAN)
---------------- ------------------ ----------- ------------ ----------- --------------
an obligor (such as escrow
accounts): (A) such funds are
analyzed, in accordance with the
obligor's pool asset documents, on
at least an annual basis, or such
other period specified in the
transaction agreements; (B)
interest on such funds is paid, or
credited, to obligors in
accordance with applicable pool
asset documents and state laws;
and (C) such funds are returned to
the obligor within 30 calendar
days of full repayment of the
related pool assets, or such other
number of days specified in the
transaction agreements.
1122(d)(4)(xi) Payments made on behalf of an X
obligor (such as tax or insurance
payments) are made on or before
the related penalty or expiration
dates, as indicated on the
appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar days
prior to these dates, or such
other number of days specified in
the transaction agreements.
1122(d)(4)(xii) Any late payment penalties in X
connection with any payment to be
made on behalf of an obligor are
paid from the Servicer's funds and
not charged to the obligor, unless
the late payment was due to the
obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an X
obligor are posted within two
business days to the obligor's
records maintained by the
servicer, or such other number of
days specified in the transaction
agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and X
uncollectible accounts are
recognized and recorded in
accordance with the transaction
agreements.
1122(d)(4)(xv) Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item
1115 of Regulation AB, is
maintained as set forth in the
transaction agreements.
* Certain obligations will be satisfied by Chase Home Finance LLC as
subservicer.
** Subject to further interpretation by the SEC.
R-5
EXHIBIT S
FORM OF XXXXXXXX-XXXXX CERTIFICATION
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Re: Chase Mortgage Finance Trust Series 2007-A1, Multi-Class Mortgage
Pass-Through Certificates, Series 2007-A1
I, [identify the certifying individual], certify that I have reviewed the
report on Form 10-K and all reports on Form 10-D required to be filed in respect
of the period covered by this report on Form 10-K of [identify the issuing
entity] (the "Exchange Act periodic reports");
1. Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
2. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;
3. [I am responsible for reviewing the activities performed by the
servicer(s) and based on my knowledge and the compliance review(s) conducted in
preparing the servicer compliance statement(s) required in this report under
Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic
reports, the servicer(s) [has/have] fulfilled [its/their] obligations under the
servicing agreement(s); and]
4. All of the reports on assessment of compliance with servicing criteria
for ABS and their related attestation reports on assessment of compliance with
servicing criteria for asset-backed securities required to be included in this
report in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form 10-K.
[In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties [name of
servicer, sub-servicer, co-servicer, depositor or trustee].]
Date:
------------------------
----------------------------------------
[Signature]
----------------------------------------
[Title]
S-1
EXHIBIT T
FORM OF ITEM 1123 CERTIFICATION OF SERVICER
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Re: Chase Mortgage Finance Trust Series 2007-A1, Multi-Class Mortgage
Pass-Through Certificates, Series 2007-A1
I, [identify name of certifying individual], [title of certifying individual] of
JPMorgan Chase Bank, N.A. (the "Servicer"), hereby certify that:
(1) A review of the activities of the Servicer during the preceding
calendar year and of the performance of the Servicer under the Agreement has
been made under my supervision; and
(2) To the best of my knowledge, based on such review, the Servicer
has fulfilled all its obligations under the Agreement in all material respects
throughout such year or a portion thereof[, or, if there has been a failure to
fulfill any such obligation in any material respect, I have specified below each
such failure known to me and the nature and status thereof].
Date:
------------------------
JPMorgan Chase Bank, N.A.,
as Servicer
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
T-1
EXHIBIT U
[RESERVED]
U-1
EXHIBIT V
[RESERVED]
V-1
SCHEDULE X
ITEM ON FORM 8-K PARTY RESPONSIBLE
---------------- -----------------
*Item 1.01- Entry into a Material Definitive Agreement All parties
*Item 1.02- Termination of a Material Definitive Agreement All parties
Item 1.03- Bankruptcy or Receivership Depositor
Item 2.04- Triggering Events that Accelerate or Increase a Depositor
Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
*Item 3.03- Material Modification to Rights of Security Depositor, Servicer
Holders
Item 5.03- Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
Item 6.01- ABS Informational and Computational Material Depositor
*Item 6.02- Change of Servicer or Trustee Servicer, Trustee (as to change of Trustee only),
Paying Agent (as to change of Paying Agent only)
*Item 6.03- Change in Credit Enhancement or External Depositor
Support
*Item 6.04- Failure to Make a Required Distribution Paying Agent
Item 6.05- Securities Act Updating Disclosure Depositor
Item 7.01- Reg FD Disclosure Depositor
Item 8.01 Depositor
Item 9.01 Depositor
X-1
SCHEDULE Y
ITEM ON FORM 10-D PARTY RESPONSIBLE
----------------- -----------------
Item 1: Distribution and Pool Performance Information Paying Agent through the Item 602 statement based
Plus any information required by Item 1121 which is on information provided to it by the Servicer
NOT included on the monthly statement to
Certificateholders Servicer
Item 2: Legal Proceedings per Item 1117 of Reg AB All parties to the PSA (as to themselves), the
depositor/trustee/paying agent/servicer (to the
extent known) as to the issuing entity, the
depositor/servicer as to the sponsor, 1106(b)
originator and any 1100(d)(1) party
Item 3: Sale of Securities and Use of Proceeds Depositor
Item 4: Defaults Upon Senior Securities Servicer, Paying Agent (except as to 9.01(b) or
(d)) and Trustee (to the extent of knowledge
thereof)
Item 5: Submission of Matters to a Vote of Security Depositor, Paying Agent (to the extent it is
Holders submitting a matter to vote) and the Trustee (to
the extent it is submitting a matter to vote)
Item 6: Significant Obligors of Pool Assets Depositor/Sponsor/Mortgage Loan Seller/ Servicer
Item 7: Significant Enhancement Provider Information Depositor/Sponsor
Item 8: Other Information Servicer, Paying Agent and any other party
responsible for disclosure items on Form 10-D
Item 9: Exhibits Servicer
Y-1
SCHEDULE Z
Item on Form 10-K Party Responsible
----------------- -----------------
Item 1B: Unresolved Staff Comments Depositor
*Item 9B: Other Information Servicer, Paying Agent and any other party responsible
for disclosure items on Form 8-K
*Item 15: Exhibits, Financial Statement Schedules Servicer/subservicers/Depositor
*Additional Item: All parties to the PSA (as to themselves), the
Depositor/Trustee/Paying Agent/Servicer (to the extent
Disclosure per Item 1117 of Reg AB known) as to the issuing entity, the
depositor/servicer as to the sponsor, 1106(b)
originator, any 1100(d)(1) party
*Additional Item: All parties to the PSA, the sponsor, originator,
Disclosure per Item 1119 of Reg AB significant obligor, enhancement or support provider
Additional Item: Depositor/Sponsor/Mortgage Loan Seller/Servicer
Disclosure per Item 1112(b) of Reg AB
Additional Item: Depositor/Sponsor
Disclosure per Items 1114(b) and 1115(b) of Reg AB
Z-1
