EXHIBIT 4
Pooling and Servicing Agreement
EXECUTION COPY
CHASE MORTGAGE FINANCE CORPORATION,
DEPOSITOR,
CHASE MANHATTAN MORTGAGE CORPORATION,
SERVICER
AND
WACHOVIA BANK, N.A.,
TRUSTEE
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2003
$400,033,795.00
Multi-Class Mortgage Pass-Through Certificates
Series 2003-S11
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .................................................................................. 1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; TRUST FUND ..................................................... 38
Section 2.01. Conveyance of Mortgage Loans ................................................................... 38
Section 2.02. Acceptance by Trustee .......................................................................... 42
Section 2.03. Trust Fund; Authentication of Certificates ..................................................... 43
Section 2.04. REMIC Elections. ............................................................................... 43
Section 2.05. Permitted Activities of Trust .................................................................. 50
Section 2.06. Qualifying Special Purpose Entity .............................................................. 50
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND THE SERVICER; REPURCHASE OF MORTGAGE
LOANS ........................................................................................ 50
Section 3.01. Representations and Warranties of the Depositor with respect to the Mortgage Loans. ............ 50
Section 3.02. Representations and Warranties of the Servicer ................................................. 58
Section 3.03. Option to Substitute ........................................................................... 58
ARTICLE IV THE CERTIFICATES ............................................................................. 59
Section 4.01. The Certificates. .............................................................................. 59
Section 4.02. Registration of Transfer and Exchange of Certificates. ......................................... 62
Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates .............................................. 65
Section 4.04. Persons Deemed Owners .......................................................................... 65
Section 4.05. Appointment of Paying Agent, Certificate Registrar and Backup Advancer; Certificate Account .... 65
Section 4.06. Authenticating Agents .......................................................................... 66
ARTICLE V ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ............................................... 67
Section 5.01. Servicer to Service Mortgage Loans ............................................................. 67
Section 5.02. Sub-Servicing Agreements Between Servicer and Sub-Servicers; Enforcement of Sub-Servicer's
Obligations .................................................................................... 68
Section 5.03. Successor Sub-Servicers ........................................................................ 69
Section 5.04. Liability of the Servicer ...................................................................... 69
Section 5.05. No Contractual Relationship Between Sub-Servicer and Trustee or Certificateholders ............. 69
Section 5.06. Termination of Sub-Servicing Agreement ......................................................... 69
Section 5.07. Collection of Mortgage Loan Payments ........................................................... 69
Section 5.08. Establishment of Collection Account; Deposit in Collection Account ............................. 69
Section 5.09. Permitted Withdrawals from the Collection Account .............................................. 71
Section 5.10. Establishment of Escrow Account; Deposits in Escrow Account .................................... 71
Section 5.11. Permitted Withdrawals from Escrow Account ...................................................... 72
Section 5.12. Payment of Taxes, Insurance and Other Charges .................................................. 72
Section 5.13. Transfer of Accounts ........................................................................... 72
Section 5.14. [Reserved] ..................................................................................... 72
Section 5.15. Maintenance of the Primary Insurance Policies .................................................. 72
Section 5.16. Maintenance of Standard Hazard Policies ........................................................ 73
Section 5.17. [Reserved] ..................................................................................... 73
Section 5.18. [Reserved] ..................................................................................... 73
Section 5.19. Fidelity Bond and Errors and Omissions Insurance ............................................... 73
Section 5.20. Collections under Insurance Policies; Enforcement of Due-On-Sale Clauses; Assumption Agreements 74
Section 5.21. Income and Realization from Defaulted Mortgage Loans ........................................... 74
Section 5.22. Trustee to Cooperate; Release of Mortgage Files ................................................ 76
Section 5.23. Servicing and Other Compensation ............................................................... 77
Section 5.24. 1934 Act Reports ............................................................................... 77
Section 5.25. Annual Statement as to Compliance ............................................................... 78
Section 5.26. Annual Independent Public Accountants' Servicing Report ........................................ 78
Section 5.27. Access to Certain Documentation; Rights of the Depositor in Respect of the Servicer ............ 78
Section 5.28. REMIC-Related Covenants ........................................................................ 79
ARTICLE VI PAYMENTS TO THE CERTIFICATEHOLDERS ........................................................... 80
Section 6.01. Distributions .................................................................................. 80
Section 6.02. Statements to the Certificateholders ........................................................... 87
Section 6.03. Advances by the Servicer ....................................................................... 88
Section 6.04. Allocation of Realized Losses .................................................................. 89
Section 6.05. Compensating Interest; Allocation of Certain Interest Shortfalls ............................... 91
Section 6.06. Subordination .................................................................................. 91
Section 6.07. Determination of LIBOR ......................................................................... 92
ARTICLE VII REPORTS TO BE PREPARED BY THE SERVICER ....................................................... 92
Section 7.01. Servicer Shall Provide Information as Reasonably Required ...................................... 92
Section 7.02. Federal Information Returns and Reports to Certificateholders .................................. 93
ARTICLE VIII THE DEPOSITOR AND THE SERVICER ............................................................... 94
Section 8.01. Indemnification; Third Party Claims ............................................................ 94
Section 8.02. Merger or Consolidation of the Depositor or the Servicer ...................................... 94
Section 8.03. Limitation on Liability of the Depositor, the Servicer, the Trustee and Others ................ 95
Section 8.04. Depositor and Servicer Not to Resign .......................................................... 95
Section 8.05. Successor to the Servicer ..................................................................... 95
Section 8.06. Maintenance of Ratings ........................................................................ 96
ARTICLE IX DEFAULT ...................................................................................... 97
Section 9.01. Events of Default ............................................................................. 97
Section 9.02. Waiver of Defaults ............................................................................ 98
Section 9.03. Trustee to Act; Appointment of Successor ...................................................... 98
Section 9.04. Notification to Certificateholders and the Rating Agencies .................................... 98
ARTICLE X CONCERNING THE TRUSTEE ....................................................................... 98
Section 10.01. Duties of Trustee ............................................................................. 98
Section 10.02. Certain Matters Affecting the Trustee ......................................................... 99
Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans ......................................... 100
Section 10.04. Trustee May Own Certificates .................................................................. 100
Section 10.05. Fees and Expenses ............................................................................. 100
Section 10.06. Eligibility Requirements for Trustee .......................................................... 100
Section 10.07. Resignation and Removal of the Trustee ........................................................ 101
Section 10.08. Successor Trustee ............................................................................. 101
Section 10.09. Merger or Consolidation of Trustee ............................................................ 102
Section 10.10. Appointment of Co-Trustee or Separate Trustee ................................................. 102
Section 10.11. Appointment of Office or Agency ............................................................... 103
ARTICLE XI TERMINATION .................................................................................. 103
Section 11.01. Termination ................................................................................... 103
ARTICLE XII MISCELLANEOUS PROVISIONS ..................................................................... 104
Section 12.01. Severability of Provisions .................................................................... 104
Section 12.02. Limitation on Rights of Certificateholders .................................................... 104
Section 12.03. Amendment ..................................................................................... 105
Section 12.04. Counterparts .................................................................................. 106
Section 12.05. Duration of Agreement ......................................................................... 106
Section 12.06. Governing Law ................................................................................. 106
Section 12.07. Notices ....................................................................................... 106
Section 12.08. Further Assurances ............................................................................ 106
EXHIBIT A-1 MORTGAGE LOAN SCHEDULE - TOTAL POOL
EXHIBIT A-2 MORTGAGE LOAN SCHEDULE - MORTGAGE GROUP ONE
EXHIBIT A-3 MORTGAGE LOAN SCHEDULE - MORTGAGE GROUP TWO
EXHIBIT A-4 MORTGAGE LOAN SCHEDULE - MORTGAGE GROUP THREE
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 ERISA REPRESENTATION LETTER
EXHIBIT N FORM OF OFFICER'S CERTIFICATE (SERVICER)
EXHIBIT O FOrM OF OFFICER'S CERTIficate (PAYING AGENT)
This Pooling and Servicing Agreement, dated as of October 1, 2003 is
executed among Chase Mortgage Finance Corporation, as depositor (together with
its permitted successors and assigns, the "Depositor"), Chase Manhattan Mortgage
Corporation ("CMMC"), as servicer (together with its permitted successors and
assigns, the "Servicer") and Wachovia Bank, N.A., as trustee (together with its
permitted successors and assigns, the "Trustee").
In consideration of the premises and the mutual agreements hereinafter set
forth, the Depositor, the Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
ACCEPTED SERVICING PRACTICES: With respect to any Mortgage Loan, those
mortgage servicing practices (including collection procedures) of prudent
mortgage banking institutions which service mortgage loans of the same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan), is located, and
which are in accordance with FNMA servicing practices and procedures for MBS
pool mortgages (as defined in the FNMA Guides, including future updates).
ADVANCE: The aggregate of the advances made by the Servicer with respect to
a particular Distribution Date pursuant to Section 6.03.
AFFILIATE: With respect to any specified Person, any other Person
controlling, controlled by or under common control with such Person. For the
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
AGENCY & TRUST OFFICE: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of execution of this instrument is located at 000 Xxxxx Xxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000-0000.
AGGREGATE CLASS A INTEREST ACCRUAL AMOUNT: On any Distribution Date, an
amount equal to the sum of the Class IA-1 Interest Accrual Amount, Class IIA-1
Interest Accrual Amount, Class IIA-2 Interest Accrual Amount, Class IIA-3
Interest Accrual Amount, Class IIA-4 Interest Accrual Amount, Class IIA-5
Interest Accrual Amount, Class IIA-6 Interest Accrual Amount, Class IIA-7
Interest Accrual Amount, Class IIA-8 Interest Accrual Amount, Class IIA-9
Interest Accrual Amount, Class IIA-10 Interest Accrual Amount, Class IIIA-1
Interest Accrual Amount, the Class A-R Interest Accrual Amount and the Class A-X
Interest Accrual Amount.
AGGREGATE CLASS A INTEREST SHORTFALL: On any Distribution Date, an amount
equal to the sum of the Class IA-1 Shortfall, Class IIA-1 Shortfall, Class IIA-2
Shortfall, Class IIA-3 Shortfall, Class IIA-4 Shortfall, Class IIA-5 Shortfall,
Class IIA-6 Shortfall, Class IIA-7 Shortfall, Class IIA-8 Shortfall, Class IIA-9
Shortfall, Class IIA-10 Shortfall, Class IIIA-1 Shortfall, the Class A-R
Shortfall and the Class A-X Shortfall.
AGREEMENT: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
APPRAISED VALUE: The value set forth in an appraisal or recertification
document made in connection with the origination of the related Mortgage Loan as
the value of the Mortgaged Property (or the related residential dwelling unit in
the Underlying Mortgaged Property, in the case of a Co-op Loan).
ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice of transfer
(or UCC-3 assignment (or equivalent instrument) with respect to each Co-op Loan)
or equivalent instrument, in recordable form (except in the case of a Co-op
Loan), sufficient under the laws of the jurisdiction where the related Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), is
located to reflect of record the sale and assignment of the Mortgage Loan to the
Trustee, which assignment, notice of transfer or equivalent instrument may, if
permitted by law, be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county.
AUTHENTICATING AGENT: The meaning specified in Section 4.06.
AVAILABLE DISTRIBUTION AMOUNT: As to any Mortgage Group, or as the context
requires, all three Mortgage Groups, on any Distribution Date, an amount equal
to the amount on deposit in the Collection Account with respect to such Mortgage
Group 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 Mortgage Group as
late payments or other recoveries of principal or interest (including
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 Mortgage Group;
(c) amounts representing the Servicing Fee attributable in each case to
Mortgage Loans in such Mortgage Group with respect to such Distribution Date ;
(d) amounts representing all or part of a Monthly Payment with respect to a
Mortgage Loan in such Mortgage Group 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 and condemnation awards with respect to Mortgage Loans in
such Mortgage Group received after the related Principal Prepayment Period, and
all related payments of interest representing interest for any period of time
after the last day of the related Due Period for such Mortgage Loans; and
(f) all income from Eligible Investments held in the Collection Account for
the account of the Servicer.
BACKUP ADVANCER: Initially, the Paying Agent acting with respect to the
obligation to make Advances under certain circumstances as set forth in Section
6.03.
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BANKRUPTCY AMOUNT: As of any date of determination, $100,000 minus all
Bankruptcy Losses on the Mortgage Loans, if any, previously allocated to the
Certificates in accordance with Section 6.04.
BANKRUPTCY CODE: Title 11 of the United States Code, as the same may be
amended from time to time.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Realized Loss
resulting from a Deficient Valuation or Debt Service Reduction.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any Book- Entry
Certificate through a Participant or an Indirect Participant or a Person holding
a beneficial interest in any Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates (other than the Class A- R
Certificates), Class M Certificates, Class B-1 Certificates and Class B-2
Certificates, referred to collectively.
BUSINESS DAY: Any day other than (a) a Saturday or Sunday, (b) a legal
holiday in the State of New York or (c) a day on which banking institutions in
the State of New York are authorized or obligated by law or executive order to
be closed.
CARRY-OVER SUBORDINATED PRINCIPAL AMOUNT: As of any Distribution Date, with
respect to any Class of Subordinated Certificates, an amount, if any, equal to
the amount of principal distributable to such Class on any prior Distribution
Date that has not been so distributed.
CASH LIQUIDATION: Recovery of all cash proceeds by the Servicer with respect
to the liquidation of any Mortgage Loan, including Insurance Proceeds and other
payments or recoveries (whether made at one time or over a period of time) which
the Servicer deems to be finally recoverable, in connection with the sale,
assignment or satisfaction of such Mortgage Loan, trustee's sale, foreclosure
sale or otherwise, but only if title to the related Mortgaged Property (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) was not acquired by
foreclosure or deed in lieu of foreclosure by the Servicer pursuant to Section
5.21.
CERTIFICATE: Any Class A, Class M or Class B Certificate.
CERTIFICATE ACCOUNT: The account created and maintained pursuant to Section
4.05.
CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent, waiver, request or demand pursuant to this Agreement, any
Certificate registered in the name of the Depositor, the Servicer, any
Sub-Servicer, or any of their respective Affiliates shall be disregarded and the
undivided Percentage Interest evidenced thereby shall not be taken into account
in determining whether the requisite amount of Percentage Interests necessary to
effect any such consent, waiver, request or demand has been obtained. The
Trustee and the Paying Agent shall be entitled to conclusively rely upon the
certificate of the Depositor or the Servicer as to the determination of which
Certificates are registered in the name of such Affiliates.
CERTIFICATE GROUP: Any of the Class IA, Class IIA or Class IIIA
Certificates.
CERTIFICATE OWNER: Any Person who is the beneficial owner of a Book-Entry
Certificate registered in the name of the Depository or its nominee.
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CERTIFICATE RATE: The per annum rate of interest borne by each Class of
Certificates (other than the Class A-P Certificates), which rate shall equal (i)
5.00% with respect to the Class IA-1 Certificates and Class A-R Certificates,
(ii) 4.35% with respect to the Class IIA-1 Certificates, (iii) 5.25% with
respect to the Class IIA-4, Class IIA-5 Class IIA-6, Class IIA-7, Class IIA-9
and Class IIA-10 Certificates, (iv) 4.00% with respect to the Class IIA-8
Certificates and (v) 5.50% with respect to the Class IIIA-1 and Class A-X
Certificates, in the case of each Class of Certificates, on the Outstanding
Certificate Principal Balance of each such Class. In the case of the Class IIA-2
Certificates, the Certificate Rate with respect to the first Distribution Date
will be 1.52%, and as to any Distribution Date thereafter, the Certificate Rate
on the Class IIA-2 Certificates will equal the lesser of (A) 0.40% plus LIBOR
and (B) 8.00%. In the case of the Class IIA-3 Certificates, the Certificate Rate
with respect to the first Distribution Date will be 6.48%, and as to any
Distribution Date thereafter, the Certificate Rate on the Class IIA-3
Certificates will equal 7.60% minus LIBOR, but not less than 0.00%. With respect
to any Distribution Date, the Certificate Rate on each Class of Subordinated
Certificates shall equal a fraction, expressed as a percentage, the numerator of
which shall equal the sum of (i) the product of (x) 5.00% and (y) the Group One
Subordinated Amount, (ii) the product of (x) 5.25% and (y) the Group Two
Subordinated Amount and (iii) the product of (x) 5.50% and (y) the Group Three
Subordinated Amount and the denominator of which shall equal the sum of the
Group One Subordinated Amount, the Group Two Subordinated Amount and the Group
Three Subordinated Amount. The Certificate Rate on each Class of Subordinated
Certificates with respect to the first Distribution Date will be 5.277%.
Interest with respect to each Class of Certificates (other than the Class A-P
Certificates) at the Certificate Rate 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, a New York State banking corporation, or its
successor in interest.
CLASS: Pertaining to the Class IA-1, Class IIA-1, Class IIA-2, Class IIA- 3,
Class IIA-4, Class IIA-5, Class IIA-6, Class IIA-7, Class IIA-8, Class IIA- 9,
Class IIA-10, Class IIIA-1, Class A-P, Class A-R, Class A-X, Class M, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 Certificates, any Lower-Tier REMIC
Interest, any Middle-Tier REMIC 1 Interest or any Middle-Tier 2 REMIC Interest,
as the case may be.
CLASS A CERTIFICATES: The Class IA-1, Class IIA-1, Class IIA-2, Class IIA-
3, Class IIA-4, Class IIA-5, Class IIA-6, Class IIA-7, Class IIA-8, Class IIA-
9, Class IIA-10, Class IIIA-1, Class A-P, Class A-X and Class A-R Certificates,
referred to collectively.
CLASS IA CERTIFICATES: The Class IA-1 and Class A-R Certificates, referred
to collectively.
CLASS IIA CERTIFICATES: The Class IIA-1, Class IIA-2, Class IIA-3, Class
IIA-4, Class IIA-5, Class IIA-6, Class IIA-7, Class IIA-8, Class IIA-9 and Class
IIA-10 Certificates, referred to collectively.
CLASS IIIA CERTIFICATES: The Class IIIA-1 Certificates.
CLASS A, CLASS M OR CLASS B: Pertaining to Class A Certificates, Class M
Certificates or Class B Certificates, as the case may be.
4
CLASS A-P AMOUNT: With respect to any Distribution Date, the applicable PO
Percentage of (i) all principal received on or in respect of each Discount
Mortgage Loan (exclusive of any amounts in respect of any Monthly Payment)
during the related Principal Prepayment Period and (ii) all principal received
as part of a Monthly Payment on or in respect of a Discount Mortgage Loan during
the related Due Period.
CLASS IIA-6 ACCRETION TERMINATION DATE: The earlier to occur of (i) the
Distribution Date following the Distribution Date on which the aggregate
Outstanding Certificate Principal Balance of the Class IIA-4, Class IIA-5 and
Class IIA-10 Certificates has been reduced to zero and (ii) the Distribution
Date following the Credit Support Depletion Date.
CLASS IIA-10 ACCRETION TERMINATION DATE: The earlier to occur of (i) the
Distribution Date following the Distribution Date on which the aggregate
Outstanding Certificate Principal Balance of the Class IIA-4 and Class IIA-5
Certificates has been reduced to zero and (ii) the Distribution Date following
the Credit Support Depletion Date.
CLASS IA-1 CERTIFICATE: Any one of the Class IA-1 Certificates, executed by
the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-1 CERTIFICATE: Any one of the Class IIA-1 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-2 CERTIFICATE: Any one of the Class IIA-2 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-3 CERTIFICATE: Any one of the Class IIA-3 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-4 CERTIFICATE: Any one of the Class IIA-4 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-5 CERTIFICATE: Any one of the Class IIA-5 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-6 CERTIFICATE: Any one of the Class IIA-6 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-7 CERTIFICATE: Any one of the Class IIA-7 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-8 CERTIFICATE: Any one of the Class IIA-8 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
5
CLASS IIA-9 CERTIFICATE: Any one of the Class IIA-9 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIA-10 CERTIFICATE: Any one of the Class IIA-10 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS IIIA-1 CERTIFICATE: Any one of the Class IIIA-1 Certificates, executed
by the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS A-P CERTIFICATE: Any one of the Class A-P Certificates, executed by
the Depositor and authenticated by the Trustee, senior in right of payment to
the Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS A-R CERTIFICATE: The Class A-R Certificate executed by the Depositor
and authenticated by the Trustee, substantially in the form of the Class A-R
Certificate set forth in Exhibit F hereto.
CLASS A-X CERTIFICATE: Any one of the Class A-X Certificates executed by the
Depositor and authenticated by the Trustee, senior in right of payment to the
Class M and Class B Certificates, substantially in the form of the Class A
Certificate set forth in Exhibit C hereto.
CLASS A-P COMPONENT ONE: The portion of the Class A-P Certificates so
designated in Section 4.01.
CLASS A-P COMPONENT THREE: The portion of the Class A-P Certificates so
designated in Section 4.01.
CLASS A-P COMPONENT TWO: The portion of the Class A-P Certificates so
designated in Section 4.01.
CLASS A-X COMPONENT ONE: The portion of the Class A-X Certificates so
designated in Section 4.01.
CLASS A-X COMPONENT THREE: The portion of the Class A-X Certificates so
designated in Section 4.01.
CLASS A-X COMPONENT TWO: The portion of the Class A-X Certificates so
designated in Section 4.01.
CLASS IA-1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IA-1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IA-1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class IA-1 Certificates on such
Distribution Date pursuant to Section 6.05(c), and (iii) any interest shortfall
resulting from the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.
allocated to the Class IA-1 Certificates on such Distribution Date pursuant to
Section 6.05(d).
6
CLASS IIA-1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-1 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-1
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-2 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-2 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-2
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-2 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-3 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-3
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-3 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-4 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-4 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-4
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-4 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-5 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-5
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-5 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-6 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-6 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-6 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-6
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940,
7
as amended. allocated to the Class IIA-6 Certificates on such Distribution
Date pursuant to Section 6.05(d).
CLASS IIA-7 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-7 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-7 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-7
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-7 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-8 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-8 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-8 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-8
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-8 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-9 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-9 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-9 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-9
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-9 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-10 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIA-10 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIA-10 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIA-10
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIA-10 Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIIA-1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class IIIA-1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class IIIA-1 Certificates on such
Distribution Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest
Shortfall resulting from an Excess Loss allocated to the Class IIIA-1
Certificates on such Distribution Date pursuant to Section 6.05(c), and (iii)
any interest shortfall resulting from the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended. allocated to the Class IIIA-1 Certificates on such
Distribution Date pursuant to Section 6.05(d).
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 Certificate minus (i) any Compensating
Interest Shortfall allocated to the Class A-R Certificate on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an
8
Excess Loss allocated to the Class A-R Certificate on such Distribution Date
pursuant to Section 6.05(c) and (iii) any interest shortfall resulting from
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended. allocated to
the Class A-R Certificates on such Distribution Date pursuant to Section
6.05(d).
CLASS A-X INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Class A-X Notional Amount
minus (i) any Compensating Interest Shortfall allocated to the Class A-X
Certificates on such Distribution Date pursuant to Section 6.05(b), (ii) any
Realized Loss Interest Shortfall resulting from an Excess Loss allocated to the
Class A-X Certificates on such Distribution Date pursuant to Section 6.05(c) and
(iii) any interest shortfall resulting from the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended allocated to the Class A-X Certificates on such
Distribution Date pursuant to Section 6.05(d).
CLASS A-X COMPONENT ONE INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date, one month's interest at the Certificate Rate on the Class A-X
Component One Notional Amount minus (i) any Compensating Interest Shortfall
allocated to Class A-X Component One on such Distribution Date pursuant to
Section 6.05(b), (ii) any Realized Loss Interest Shortfall allocated to Class
A-X Component One on such Distribution Date pursuant to Section 6.05(c) and
(iii) any interest shortfall resulting from the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended allocated to the Class A-X Component One on such
Distribution Date pursuant to Section 6.05(d).
CLASS A-X COMPONENT THREE INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date, one month's interest at the Certificate Rate on the Class A-X
Component Three Notional Amount minus (i) any Compensating Interest Shortfall
allocated to Class A-X Component Three on such Distribution Date pursuant to
Section 6.05(b) and (ii) any Realized Loss Interest Shortfall allocated to Class
A-X Component Three on such Distribution Date pursuant to Section 6.05(c) and
(iii) any interest shortfall resulting from the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended allocated to the Class A-X Component Three on
such Distribution Date pursuant to Section 6.05(d).
CLASS A-X COMPONENT TWO INTEREST ACCRUAL AMOUNT: With respect to any
Distribution Date, one month's interest at the Certificate Rate on the Class A-X
Component Two Notional Amount minus (i) any Compensating Interest Shortfall
allocated to Class A-X Component Two on such Distribution Date pursuant to
Section 6.05(b), (ii) any Realized Loss Interest Shortfall allocated to Class
A-X Component Two on such Distribution Date pursuant to Section 6.05(c) and
(iii) any interest shortfall resulting from the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended allocated to the Class A-X Component Two on such
Distribution Date pursuant to Section 6.05(d).
CLASS IIA-3 NOTIONAL AMOUNT: With respect to any Distribution Date, an
amount equal to the Outstanding Certificate Principal Balance of the Class IIA-2
Certificates (prior to giving effect to the distributions made on such
Distribution Date).
CLASS A-X NOTIONAL AMOUNT: With respect to any Distribution Date, an amount
equal to the sum of the Class A-X Component One Notional Amount, the Class A-X
Component Two Notional Amount and the Class A-X Component Three Notional Amount.
CLASS A-X COMPONENT ONE NOTIONAL AMOUNT: With respect to any Distribution
Date, an amount equal to the product of (a) the aggregate Scheduled Principal
Balance of the Non-Discount Mortgage Loans in Mortgage Group One and (b) a
fraction the numerator of which is the weighted average of the Stripped Interest
Rates of the Non-Discount Mortgage Loans in Mortgage Group One and the
denominator of which is 5.50%.
CLASS A-X COMPONENT THREE NOTIONAL AMOUNT: With respect to any Distribution
Date, an amount equal to the product of (a) the aggregate Scheduled Principal
Balance of the Non-
9
Discount Mortgage Loans in Mortgage Group Three and (b) a fraction the
numerator of which is the weighted average of the Stripped Interest Rates of
the Non-Discount Mortgage Loans in Mortgage Group Three and the denominator of
which is 5.50%.
CLASS A-X COMPONENT TWO NOTIONAL AMOUNT: With respect to any Distribution
Date, an amount equal to the product of (a) the aggregate Scheduled Principal
Balance of the Non-Discount Mortgage Loans in Mortgage Group Two and (b) a
fraction the numerator of which is the weighted average of the Stripped Interest
Rates of the Non-Discount Mortgage Loans in Mortgage Group Two and the
denominator of which is 5.50%.
CLASS A PERCENTAGE: As of any Distribution Date, the percentage obtained by
dividing the Class A Principal Balance by the Mortgage Pool Principal Balance,
but not more than 100%.
CLASS IA PERCENTAGE: As of any Distribution Date, the percentage obtained by
dividing the Non-PO Class IA Principal Balance by the Group One Mortgage Pool
Principal Balance, but not more than 100%.
CLASS IIA PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Non-PO Class IIA Principal Balance by the Group Two Mortgage
Pool Principal Balance, but not more than 100%.
CLASS IIIA PERCENTAGE: As of any Distribution Date, the percentage obtained
by dividing the Non-PO Class IIIA Principal Balance by the Group Three Mortgage
Pool Principal Balance, but not more than 100%.
CLASS A PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class A
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class A Certificateholders on such preceding
Distribution Date allocable to principal (including the principal portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized Losses
allocated to the Class A Certificates pursuant to Section 6.04); provided that
the Class A Principal Balance on the first Distribution Date shall be the
Original Class A Principal Balance.
CLASS IA PRINCIPAL BALANCE: As of any Distribution Date, (a) the Non-PO
Class IA Principal Balance for the immediately preceding Distribution Date less
(b) amounts distributed to the Class IA 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 IA Certificates pursuant to Section 6.04); provided that
the Non-PO Class IA Principal Balance on the first Distribution Date shall be
the Original Non-PO Class IA Principal Balance.
CLASS IIA PRINCIPAL BALANCE: As of any Distribution Date, (a) the Non-PO
Class IIA Principal Balance for the immediately preceding Distribution Date less
(b) amounts distributed to the Class IIA 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 IIA Certificates pursuant to Section 6.04); provided that
the Non-PO Class IIA Principal Balance on the first Distribution Date shall be
the Original Non-PO Class IIA Principal Balance.
CLASS IIIA PRINCIPAL BALANCE: As of any Distribution Date, (a) the Non-PO
Class IIIA Principal Balance for the immediately preceding Distribution Date
less (b) amounts distributed to the Class IIIA 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 IIIA Certificates pursuant to Section 6.04);
provided that the Non-PO Class IIIA
10
Principal Balance on the first Distribution Date shall be the Original Non-PO
Class IIIA Principal Balance.
CLASS IA-1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IA-1 Interest Accrual Amount over the
amount actually distributed to the Class IA-1 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(A).
CLASS IIA-1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-1 Interest Accrual Amount over the
amount actually distributed to the Class IIA-1 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(B).
CLASS IIA-2 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-2 Interest Accrual Amount over the
amount actually distributed to the Class IIA-2 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(C).
CLASS IIA-3 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-3 Interest Accrual Amount over the
amount actually distributed to the Class IIA-3 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(D).
CLASS IIA-4 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-4 Interest Accrual Amount over the
amount actually distributed to the Class IIA-4 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(E).
CLASS IIA-5 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-5 Interest Accrual Amount over the
amount actually distributed to the Class IIA-5 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(F).
CLASS IIA-6 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-6 Interest Accrual Amount over the
amount actually distributed to the Class IIA-6 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(G).
CLASS IIA-7 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-7 Interest Accrual Amount over the
amount actually distributed to the Class IIA-7 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(H).
CLASS IIA-8 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-8 Interest Accrual Amount over the
amount actually distributed to the Class IIA-8 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(I).
CLASS IIA-9 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-9 Interest Accrual Amount over the
amount actually distributed to the Class IIA-9 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(J).
CLASS IIA-10 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIA-10 Interest Accrual Amount over
the amount actually distributed to the Class IIA-10 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(K).
CLASS IIIA-1 SHORTFALL: With respect to any Distribution Date, the amount
equal to the excess, if any, of the Class IIIA-1 Interest Accrual Amount over
the amount actually distributed to the Class IIIA-1 Certificateholders on such
Distribution Date pursuant to Section 6.01(b)(i)(L).
11
CLASS A-R SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class A-R Interest Accrual Amount over the amount
actually distributed to the Class A-R Certificateholders on such Distribution
Date pursuant to Section 6.01(b)(i)(N).
CLASS A-X SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class A-X Interest Accrual Amount over the amount
actually distributed to the Class A-X Certificates on such Distribution Date
pursuant to Section 6.01(b)(i)(M).
CLASS A-P SHORTFALL AMOUNT: With respect to any Distribution Date prior to
and including the Credit Support Depletion Date, to the extent of amounts
available to pay the Subordinated Optimal Principal Amount (without regard to
clause (b)(2) of the definition of such term), an amount equal to the sum of (i)
the applicable PO Percentage of the principal portion of any Realized Loss
(other than an Excess Loss) with respect to a Discount Mortgage Loan and (ii)
the sum of amounts, if any, by which the amounts specified in clause (i) with
respect to each prior Distribution Date exceeded the amount actually distributed
in respect thereof on such prior Distribution Date and not subsequently
distributed to the Class A-P Certificateholders.
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates, referred to collectively.
CLASS B-1 CERTIFICATE: Any one of the Class B-1 Certificates executed by the
Depositor and authenticated by the Trustee, subordinated in right of payment to
the Class A and Class M Certificates, substantially in the form of the Class B
Certificate set forth in Exhibit E hereto.
CLASS B-2 CERTIFICATE: Any one of the Class B-2 Certificates executed by the
Depositor and authenticated by the Trustee, subordinated in right of payment to
the Class A, Class M and Class B-1 Certificates, substantially in the form of
the Class B Certificate set forth in Exhibit E hereto.
CLASS B-3 CERTIFICATE: Any one of the Class B-3 Certificates executed by the
Depositor and authenticated by the Trustee, subordinated in right of payment to
the Class A, Class M, Class B-1 and Class B-2 Certificates, substantially in the
form of the Class B Certificate set forth in Exhibit E hereto.
CLASS B-4 CERTIFICATE: Any one of the Class B-4 Certificates executed by the
Depositor and authenticated by the Trustee, subordinated in right of payment to
the Class A, Class M, Class B-1, Class B-2 and Class B-3 Certificates,
substantially in the form of the Class B Certificate set forth in Exhibit E
hereto.
CLASS B-5 CERTIFICATE: Any one of the Class B-5 Certificates executed by the
Depositor and authenticated by the Trustee, subordinated in right of payment to
the Class A, Class M, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, substantially in the form of the Class B Certificate set forth in
Exhibit E hereto.
CLASS B-1 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class B-1 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class B-1 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class B-1 Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall
resulting from the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.
allocated to the Class Bi1 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-2 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class B-2
12
Certificates minus (i) any Compensating Interest Shortfall allocated to the
Class B-2 Certificates on such Distribution Date pursuant to Section 6.05(b),
(ii) any Realized Loss Interest Shortfall resulting from an Excess Loss
allocated to the Class B-2 Certificates on such Distribution Date pursuant to
Section 6.05(c) and (iii) any interest shortfall resulting from the Soldiers'
and Sailors' Civil Relief Act of 1940, as amended. allocated to the Class B-2
Certificates on such Distribution Date pursuant to Section 6.05(d).
CLASS B-3 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class B-3 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class B-3 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class B-3 Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall
resulting from the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.
allocated to the Class B-3 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-4 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class B-4 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class B-4 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class B-4 Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall
resulting from the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.
allocated to the Class B-4 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-5 INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date,
one month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class B-5 Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class B-5 Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class B-5 Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall
resulting from the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.
allocated to the Class B-5 Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS B-1 SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class B-1 Interest Accrual Amount over the amount
actually distributed to the Class B-1 Certificates on such Distribution Date
pursuant to Section 6.01(d)(1) (A) and (B).
CLASS B-2 SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class B-2 Interest Accrual Amount over the amount
actually distributed to the Class B-2 Certificates on such Distribution Date
pursuant to Section 6.01(d)(2) (A) and (B).
CLASS B-3 SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class B-3 Interest Accrual Amount over the amount
actually distributed to the Class B-3 Certificates on such Distribution Date
pursuant to Section 6.01(d)(3) (A) and (B).
CLASS B-4 SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class B-4 Interest Accrual Amount over the amount
actually distributed to the Class B-4 Certificates on such Distribution Date
pursuant to Section 6.01(d)(4) (A) and (B).
CLASS B-5 SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class B-5 Interest Accrual Amount over the amount
actually distributed to the Class B-5 Certificates on such Distribution Date
pursuant to Section 6.01(d)(5) (A) and (B).
CLASS B PERCENTAGE: As of any Distribution Date, the difference between 100%
and the sum of (i) the Class A Percentage and (ii) the Class M Percentage for
such Distribution Date.
13
CLASS B PRINCIPAL BALANCE: As of any Distribution Date, the excess of the
Mortgage Pool Principal Balance (together with the principal portion of any
Monthly Payment due but not paid with respect to which an Advance has not been
made) over the sum of (i) the Class A Principal Balance and (ii) the Class M
Principal Balance.
CLASS LT-R INTEREST: The sole residual interest in the Lower-Tier REMIC.
CLASS M CERTIFICATE: Any one of the Class M Certificates executed by the
Depositor and authenticated by the Trustee, subordinated in right of payment to
the Class A Certificates, substantially in the form of the Class M Certificate
set forth in Exhibit D hereto.
CLASS M INTEREST ACCRUAL AMOUNT: With respect to any Distribution Date, one
month's interest at the Certificate Rate on the Outstanding Certificate
Principal Balance of the Class M Certificates minus (i) any Compensating
Interest Shortfall allocated to the Class M Certificates on such Distribution
Date pursuant to Section 6.05(b), (ii) any Realized Loss Interest Shortfall
resulting from an Excess Loss allocated to the Class M Certificates on such
Distribution Date pursuant to Section 6.05(c) and (iii) any interest shortfall
resulting from the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.
allocated to the Class M Certificates on such Distribution Date pursuant to
Section 6.05(d).
CLASS M PERCENTAGE: As of any Distribution Date, the percentage obtained by
dividing the Class M Principal Balance by the Mortgage Pool Principal Balance,
but not more than 100%; provided, however, that on any Distribution Date on
which the Class B Percentage equals 0%, the Class M Percentage shall equal 100%
minus the Class A Percentage.
CLASS M PRINCIPAL BALANCE: As of any Distribution Date, (a) the Class M
Principal Balance for the immediately preceding Distribution Date less (b)
amounts distributed to the Class M Certificateholders on such preceding
Distribution Date allocable to principal (including the principal portion of
Advances of the Servicer made pursuant to Section 6.03 and Realized Losses
allocated to the Class M Certificates pursuant to Section 6.04); provided that
the Class M Principal Balance on the first Distribution Date shall be the
Original Class M Principal Balance, and provided further that if the aggregate
Outstanding Certificate Principal Balance of the Class B Certificates has been
reduced to zero, as of any Distribution Date, the Class M Principal Balance will
equal the excess of the Mortgage Pool Principal Balance (together with the
portion of any Monthly Payment due but not paid with respect to which an Advance
has not been made) over the Class A Principal Balance.
CLASS M SHORTFALL: With respect to any Distribution Date, the amount equal
to the excess, if any, of the Class M Interest Accrual Amount over the amount
actually distributed to the Class M Certificateholders on such Distribution Date
pursuant to Section 6.01(c)(A) and (B).
CLASS MT1-R INTEREST: The sole residual interest in the Middle-Tier 1 REMIC.
CLASS MT2-R INTEREST: The sole residual interest in the Middle-Tier 2 REMIC.
CLOSING DATE: October 29, 2003.
CMMC: Chase Manhattan Mortgage Corporation, a New Jersey corporation, or its
successor in interest.
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.
14
COLLECTION ACCOUNT: The account created and maintained pursuant to Section
5.08.
COMPENSATING INTEREST: The meaning specified in Section 6.05(a).
COMPENSATING INTEREST SHORTFALL: The meaning specified in Section 6.05(b).
CO-OP LEASE: With respect to a Co-op Loan, the lease with respect to a
dwelling unit occupied by the Mortgagor and relating to the stock allocated to
the related dwelling unit.
CO-OP LOAN: A Mortgage Loan secured by the pledge of stock allocated to a
dwelling unit in a residential cooperative housing corporation and a collateral
assignment of the related Co-op Lease.
CREDIT SUPPORT: With respect to each Class of Subordinated Certificates
(other than the Class B-5 Certificates), the level of credit support supporting
such Class, expressed as a percentage of the aggregate Outstanding Certificate
Principal Balance of all Classes of Certificates (other than the Class A-P
Certificates). With respect to each Distribution Date, Credit Support for each
such Class will equal in each case the percentage, rounded to two decimal
places, obtained by dividing the aggregate Outstanding Certificate Principal
Balances immediately prior to such Distribution Date of all Classes of
Subordinated Certificates having higher numerical class designations than such
Class (for this purpose, the Class M Certificates shall be deemed to have a
lower numerical class designation than each Class of Class B Certificates) by
the aggregate Outstanding Certificate Principal Balance of all Classes of
Certificates (other than the Class A-P Certificates) immediately prior to such
Distribution Date.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
aggregate Outstanding Certificate Principal Balance of the Subordinated
Certificates has been or will be reduced to zero.
CUT-OFF DATE: October 1, 2003.
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).
15
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan having a Net Mortgage Rate less
than the Remittance Rate.
DISQUALIFIED ORGANIZATION: An organization referred to in Section 860E(e)(5)
of the Code.
DISTRIBUTION DATE: The 25th day of any month, or if such 25th day is not a
Business Day, the first Business Day immediately following, beginning with
November 25, 2003.
DUE DATE: The first day of each month, being the day of the month on which
each Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
DUE PERIOD: With respect to any Distribution Date, the period from the
second day of the month preceding the month in which such Distribution Date
occurs through the first day of the month in which such Distribution Date
occurs.
ELIGIBLE ACCOUNT: An account that is (i) maintained with a depository
institution the long-term unsecured debt obligations of which are rated by each
Rating Agency in one of its two highest rating categories, or (ii) maintained
with the corporate trust department of a national bank or banking corporation
which (a) has a rating of at least Baa3 or P-3 by Moody's and (b) is either
Chase or is the corporate trust department of a national bank or banking
corporation which has a rating of at least A-1 by S&P or F-1 by Fitch Ratings,
or (iii) an account or accounts the deposits in which are fully insured by the
FDIC, or (iv) an account or accounts in a depository institution in which such
accounts are insured by the FDIC (to the limit established by the FDIC), the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to and acceptable to the Trustee
and each Rating Agency, the Certificateholders have a claim with respect to the
funds in such account and a perfected first security interest against any
collateral (which shall be limited to Eligible Investments) securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, provided, however,
that such uninsured deposits do not result in the reduction of the ratings
assigned to the Certificates by the Rating Agencies as evidenced by a letter
from each Rating Agency or (v) otherwise acceptable to each Rating Agency
without reduction or withdrawal of the rating of any Class of Certificates, as
evidenced by a letter from each Rating Agency.
ELIGIBLE INVESTMENTS: One or more of the following:
(i) obligations of, or guaranteed as to principal and interest by, the
United States or obligations of any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
provided that any such obligation held as a "cash flow investment" within the
meaning of section 860G(a)(6) of the Code shall mature before the next
Distribution Date;
(ii) repurchase agreements on obligations specified in clause (i) maturing
not more than two months from the date of acquisition thereof, provided that the
long-term unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency with its highest rating
and the short-term debt obligations of the party agreeing to repurchase are
rated with one of the two highest ratings by S&P or Moody's;
(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
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Rating Agency with its highest rating and the short-term obligations of such
depository institution or trust company are rated A-1+ by S&P and P-1 by
Moody's;
(iv) commercial paper (other than commercial paper issued by Chase or any of
its Affiliates) (having original maturities of not more than 365 days) of any
corporation incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by each Rating Agency in
its highest short-term unsecured commercial paper rating category; provided that
such commercial paper shall have a remaining maturity of not more than 45 days;
(v) units of taxable money market funds (including those for which the
Trustee or the Servicer or any Affiliate thereof receives compensation with
respect to such investment) which may be 12b-1 funds, as contemplated under the
rules promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, and which funds have been rated by each Rating
Agency in its highest rating category or which have been designated in writing
by each Rating Agency as Eligible Investments with respect to this definition;
or
(vi) other obligations or securities (other than investments or obligations
of Chase or any of its Affiliates) acceptable to each Rating Agency rating the
Certificates as an Eligible Investment hereunder and will not result in a
reduction or withdrawal in the then current rating of any Class of Certificates,
as evidenced by a letter to such effect from each Rating Agency.
Provided that no such instrument shall be an Eligible Investment if such
instrument evidences either (a) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (b) both principal and
interest payments derived from obligations underlying such instrument where the
interest and principal payments with respect to such instrument provide a yield
to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations; and provided further that no such instrument shall be
purchased above par; and provided further that each Eligible Investment must be
a "permitted investment" within the meaning of Section 860G(a)(5) of the Code.
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 RESTRICTED CERTIFICATE: Any Class B-3, Class B-4 or Class B-5
Certificate or any other Certificate which at the date of determination is not
rated in one of the four highest generic rating categories by any Rating Agency.
ESCROW ACCOUNT: The account or accounts created and maintained pursuant to
Section 5.10.
ESCROW PAYMENTS: The amounts constituting applicable ground rents, taxes,
assessments, water rates, Standard Hazard Policy premiums and other payments
required to be escrowed by the Mortgagor with the mortgagee pursuant to a
Mortgage Loan.
EVENT OF DEFAULT: Any of the events specified in Section 9.01.
EXCEPTION REPORT: The report of the Trustee referred to in Section 2.02.
EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
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EXCESS FRAUD LOSS: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
EXCESS LOSSES: Excess Bankruptcy Losses, Excess Fraud Losses and Excess
Special Hazard Losses, referred to collectively.
EXCESS PROCEEDS: All amounts (net of the related Servicing Advances)
received on any Mortgage Loan (whether as regular principal payments, Principal
Prepayments, Repurchase Proceeds, Liquidation Proceeds, Insurance Proceeds,
condemnation awards, or with respect to a disposition of a Mortgaged Property
(or stock allocated to a dwelling unit, in the case of a Co-op Loan) which has
been acquired by foreclosure or deed in lieu of foreclosure or otherwise) in
excess of the Principal Balance at the Cut-off Date of such Mortgage Loan and
accrued interest thereon at its Mortgage Rate to the Due Date immediately
succeeding the date of prepayment, repurchase or liquidation, as the case may
be.
EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
FDIC: The Federal Deposit Insurance Corporation or any successor
organization.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
organization.
FIDELITY BOND: The fidelity bond and errors and omissions insurance to be
maintained by the Servicer pursuant to Section 5.19.
FINAL SCHEDULED DISTRIBUTION DATE: October 25, 2033.
FITCH RATINGS: Fitch, Inc. or its successor in interest.
FNMA: The Federal National Mortgage Association, or any successor
organization.
FNMA GUIDES: The FNMA Sellers' Guide and the FNMA Servicers' Guide, and all
amendments or additions thereto.
FRAUD LOSS: Any Realized Loss or portion thereof sustained by reason of a
default arising from fraud, dishonesty or misrepresentation in connection with
the related Mortgage Loan, including by reason of the denial of coverage under
any related Primary Insurance Policy.
FRAUD LOSS AMOUNT: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the third anniversary of the Cut-off Date,
1.00% (initially, $4,000,338) of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Loss on the Mortgage Loans allocated to the Certificates in accordance
with Section 6.04 since the Cut-off Date up to such date of determination and
(Y) from the third to the fifth anniversary of the Cut-off Date, (1) 0.50% of
the aggregate outstanding Principal Balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses
allocated to the Certificates in accordance with Section 6.04 since the most
recent anniversary of the Cut-off Date up to such date of determination. On and
after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be
zero.
GROUP ONE CLASS A-P AMOUNT: With respect to any Distribution Date, the
applicable PO Percentage of (i) all principal received on or in respect of each
Discount Mortgage Loan in Mortgage Group One (exclusive of any amounts in
respect of any Monthly Payment) during the related Principal
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Prepayment Period and (ii) all principal received as part of a Monthly Payment
on or in respect of a Discount Mortgage Loan in Mortgage Group One during the
related Due Period.
GROUP ONE MORTGAGE LOANS: The Mortgage Loans in Mortgage Group One.
GROUP ONE MORTGAGE POOL PRINCIPAL BALANCE: As of any date of determination,
the aggregate of the Principal Balances of each Outstanding Mortgage Loan in
Mortgage Group One 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.
GROUP ONE NON-PO ALLOCATED AMOUNT: At the time of any determination, the
amount derived by (i) multiplying the Outstanding Certificate Principal Balance
of each Mortgage Loan in Mortgage Group One on such date of determination by the
Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the
results.
GROUP ONE REMITTANCE RATE: 5.00% per annum.
GROUP ONE STRIPPED INTEREST RATE: The excess of the weighted average Net
Mortgage Rate of the Group One Mortgage Loans that are Non Discount Mortgage
Loans over the Group One Remittance Rate.
GROUP ONE SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Non-PO Principal Balance of the Group One Mortgage Loans over the sum
of (I) the aggregate outstanding Principal Balance of the Class IA Certificates
(prior to giving effect to distributions to be made on such Distribution Date)
and (II) the outstanding Principal Balance of the Class A-P Component One (prior
to giving effect to distributions to be made on such Distribution Date).
GROUP THREE CLASS A-P AMOUNT: With respect to any Distribution Date, the
applicable PO Percentage of (i) all principal received on or in respect of each
Discount Mortgage Loan in Mortgage Group Three (exclusive of any amounts in
respect of any Monthly Payment) during the related Principal Prepayment Period
and (ii) all principal received as part of a Monthly Payment on or in respect of
a Discount Mortgage Loan in Mortgage Group Three during the related Due Period.
GROUP THREE MORTGAGE LOANS: The Mortgage Loans in Mortgage Group Three.
GROUP THREE MORTGAGE POOL PRINCIPAL BALANCE: As of any date of
determination, the aggregate of the Principal Balances of each Outstanding
Mortgage Loan in Mortgage Group Three 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.
GROUP THREE NON-PO ALLOCATED AMOUNT: At the time of any determination, the
amount derived by (i) multiplying the Outstanding Certificate Principal Balance
of each Mortgage Loan in Mortgage Group Three on such date of determination by
the Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the
results.
GROUP THREE REMITTANCE RATE: 5.50% per annum.
GROUP THREE STRIPPED INTEREST RATE: The excess of the weighted average Net
Mortgage Rate of the Group Three Mortgage Loans that are Non Discount Mortgage
Loans over the Group Three Remittance Rate.
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GROUP THREE SUBORDINATED AMOUNT: For any Distribution Date, the excess of
the aggregate Non-PO Principal Balance of the Group Three Mortgage Loans over
the sum of (I) the aggregate outstanding Principal Balance of the Class IIIA
Certificates (prior to giving effect to distributions to be made on such
Distribution Date) and (II) the outstanding Principal Balance of the Class A-P
Component Three (prior to giving effect to distributions to be made on such
Distribution Date).
GROUP TWO CLASS A-P AMOUNT: With respect to any Distribution Date, the
applicable PO Percentage of (i) all principal received on or in respect of each
Discount Mortgage Loan in Mortgage Group Two (exclusive of any amounts in
respect of any Monthly Payment) during the related Principal Prepayment Period
and (ii) all principal received as part of a Monthly Payment on or in respect of
a Discount Mortgage Loan in Mortgage Group Two during the related Due Period.
GROUP TWO MORTGAGE LOANS: The Mortgage Loans in Mortgage Group Two.
GROUP TWO MORTGAGE POOL PRINCIPAL BALANCE: As of any date of determination,
the aggregate of the Principal Balances of each Outstanding Mortgage Loan in
Mortgage Group Two 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.
GROUP TWO NON-PO ALLOCATED AMOUNT: At the time of any determination, the
amount derived by (i) multiplying the Outstanding Certificate Principal Balance
of each Mortgage Loan in Mortgage Group Two on such date of determination by the
Non-PO Percentage with respect to such Mortgage Loan and (ii) summing the
results.
GROUP TWO REMITTANCE RATE: 5.25% per annum.
GROUP TWO STRIPPED INTEREST RATE: The excess of the weighted average Net
Mortgage Rate of the Group Two Mortgage Loans that are Non Discount Mortgage
Loans over the Group Two Remittance Rate.
GROUP TWO SUBORDINATED AMOUNT: For any Distribution Date, the excess of the
aggregate Non-PO Principal Balance of the Group Two Mortgage Loans over the sum
of (I) the aggregate outstanding Principal Balance of the Class IIA Certificates
(prior to giving effect to distributions to be made on such Distribution Date)
and (II) the outstanding Principal Balance of the Class A-P Component Two (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).
INSURED EXPENSES: Expenses covered by any insurance policy.
INTEREST ACCRUAL PERIOD: With respect to any Distribution Date and any Class
of Certificates (other than the Class IIA-2, Class IIA-3 and A-P Certificates),
the calendar month immediately preceding the month in which the related
Distribution Date occurs. With respect to any Distribution Date and the Class
IIA-2 and Class IIA-3 Certificates, the period from and including the 25th
20
day of the month immediately preceding the month in which such Distribution
Date occurs to, but excluding, the 25th day of the month in which such
Distribution Date occurs.
LATE COLLECTIONS: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Liquidation Proceeds, condemnation proceeds, Insurance Proceeds, or with respect
to a disposition of a Mortgaged Property (or stock allocated to a dwelling unit,
in the case of a Co-op Loan) which has been acquired by foreclosure or deed in
lieu of foreclosure or otherwise, which represent late payments or collections
of Monthly Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR: With respect to any Distribution Date and the Certificate Rates on
the Class IIA-2 and Class IIA-3 Certificates, LIBOR as determined in accordance
with Section 6.07.
LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the city of London, England are required or
authorized by law to be closed.
LIQUIDATED MORTGAGE LOAN: Any Mortgage Loan (a) as to which the Servicer has
determined that all amounts which it expects to recover from or on account of
such Mortgage Loan or property acquired in respect thereof have been recovered,
(b) as to which a Cash Liquidation has taken place or (c) with respect to which
the Mortgaged Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan) has been acquired by foreclosure or deed in lieu of foreclosure and
a disposition (the term disposition shall include, for purposes of a repurchase
pursuant to Section 11.01, any repurchase of a Mortgaged Property (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) pursuant to such
Section) of such Mortgaged Property (or stock allocated to a dwelling unit, in
the case of a Co-op Loan) has occurred.
LIQUIDATION EXPENSES: Expenses which are incurred by the Servicer or any
Sub-Servicer in connection with the liquidation of any defaulted Mortgage Loan
or property acquired in respect thereof including, without limitation, legal
fees and expenses, any unreimbursed amount expended by the Servicer pursuant to
Sections 5.16 and 5.21 respecting the related Mortgage Loan and any related and
unreimbursed expenditures for real estate property taxes or for property
restoration or preservation.
LIQUIDATION PROCEEDS: Cash (including Insurance Proceeds) received by the
Servicer in connection with the liquidation of any Mortgage Loan or Mortgaged
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)
acquired in respect thereof, whether through the sale or assignment of such
Mortgage Loan (other than pursuant to Section 5.21), trustee's sale, foreclosure
sale or otherwise, or the sale of the Mortgaged Property (or stock allocated to
a dwelling unit, in the case of a Co-op Loan) if the Mortgaged Property (or
stock allocated to a dwelling unit, in the case of a Co-op Loan) is acquired in
satisfaction of the Mortgage Loan other than amounts required to be paid to the
Mortgagor pursuant to law or the terms of the applicable Mortgage Note.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the numerator
of which is the principal amount of the related Mortgage Loan at the time of
origination (or, (i) for purposes of Section 5.15, at the time of determination
and (ii) for purposes of a Mortgage Loan with respect to which a conversion from
adjustable rate to fixed rate has occurred, at the time of initial origination)
and the denominator of which is the Appraised Value of the related Mortgaged
Property (or applicable dwelling unit, in the case of a Co-op Loan) at the time
of origination or, in the case of a Mortgage Loan financing the acquisition of
the Mortgaged Property (or applicable dwelling unit, in the case of a Co-op
Loan), the sales price of the Mortgaged Property (or applicable dwelling unit,
in the case of a Co-op Loan), if such sales price is less than such appraised
value.
21
LOCKOUT PERCENTAGE: With respect to any Distribution Date through October
2008, 0% and for any Distribution Date thereafter, the lesser of (I) (A) the
Outstanding Certificate Principal Balance of the Class IIA-7 and Class IIA-9
Certificates divided by (B) the outstanding principal balance of the Class IIA
Certificates, in each case immediately prior to the Distribution Date and (II)
100.00%.
LOCKOUT PREPAYMENT PERCENTAGE: The product of (a) the Lockout Percentage and
(b) the Step Down Percentage.
LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution
Date, the sum of (I) the Lockout Percentage of the amount with respect to
Mortgage Group Two which is referred to in clauses (i), (iii) and (iv) of the
definition of Non-PO Class IIA Optimal Principal Amount and (II) the Lockout
Prepayment Percentage of the amount with respect to Mortgage Group Two which is
referred to in clauses (ii) and (v) of the definition of Non-PO Class IIA
Optimal Principal Amount.
LOWER-TIER REMIC: The Lower-Tier REMIC as described in Section 2.04.
LOWER-TIER REMIC INTEREST: Any one of the classes of Lower-Tier REMIC
Interests described in Section 2.04.
LOWER-TIER REMIC REGULAR INTEREST: Any one of the Lower-Tier REMIC Interests
other than the Class LT-R Interest.
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 1 REMIC: The Middle-Tier 1 REMIC as described in Section 2.04.
MIDDLE-TIER 1 REMIC INTEREST: Any one of the classes of Middle-Tier 1 REMIC
Interests described in Section 2.04.
MIDDLE-TIER 1 REMIC REGULAR INTEREST: Any one of the Middle-Tier 1 REMIC
Interests other than the Class MT1-R Interest.
MIDDLE-TIER 1 REMIC SUBORDINATED BALANCE RATIO: The ratio among the
Uncertificated Principal Balances of each of the Middle-Tier 1 REMIC Regular
Interests ending with the designation "A" that is equal to the ratio among, with
respect to each such Middle-Tier 1 REMIC Regular Interest, the excess of (x) the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related
Mortgage Group over (y) the aggregate class principal amounts of the Certificate
Group and the Middle-Tier 1 REMIC Regular Interest ending with the designation
"P" related to such Mortgage Group.
MIDDLE-TIER 2 REMIC: The Middle-Tier 2 REMIC as described in Section 2.04.
MIDDLE-TIER 2 REMIC INTEREST: Any one of the classes of Middle-Tier 2 REMIC
Interests described in Section 2.04.
MIDDLE-TIER 2 REMIC REGULAR INTEREST: Any one of the Middle-Tier 2 REMIC
Interests other than the Class MT2-R Interest.
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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.
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 Mortgage Group One, Mortgage Group Two or
Mortgage Group Three, as the case may be.
MORTGAGE GROUP ONE: The Mortgage Loans in the Trust Fund that are
designated in the Mortgage Loan Schedule attached hereto as Exhibit A-2 as
comprising Mortgage Group One.
MORTGAGE GROUP ONE SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Non-PO Class IA Percentage.
MORTGAGE GROUP ONE SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date, the difference between 100% and the Non-PO Class IA
Prepayment Percentage.
MORTGAGE GROUP THREE: The Mortgage Loans in the Trust Fund that are
designated in the Mortgage Loan Schedule attached hereto as Exhibit A-4 as
comprising Mortgage Group Three.
MORTGAGE GROUP THREE SUBORDINATED PERCENTAGE: As of any Distribution Date,
the difference between 100% and the Non-PO Class IIIA Percentage.
MORTGAGE GROUP THREE SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date, the difference between 100% and the Non-PO Class IIIA
Prepayment Percentage.
MORTGAGE GROUP TWO: The Mortgage Loans in the Trust Fund that are designated
in the Mortgage Loan Schedule attached hereto as Exhibit A-3 as comprising
Mortgage Group Two.
MORTGAGE GROUP TWO SUBORDINATED PERCENTAGE: As of any Distribution Date, the
difference between 100% and the Non-PO Class IIA Percentage.
MORTGAGE GROUP TWO SUBORDINATED PREPAYMENT PERCENTAGE: As of any
Distribution Date, the difference between 100% and the Non-PO Class IIA
Prepayment Percentage.
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
23
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-1 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; (xi) the
amount of the current Monthly Payment; (xii) the Mortgage Group within which
such Mortgage Loan is contained; and (xiii) the PO Percentage with respect to
such Mortgage Loan.
MORTGAGE NOTE: The note or other evidence of the indebtedness of a Mortgagor
secured by a Mortgage.
MORTGAGE POOL: The pool of Mortgage Loans held in the Trust Fund.
MORTGAGE POOL PRINCIPAL BALANCE: As of any date of determination, the
aggregate of the Principal Balances of each Outstanding Mortgage Loan on such
date of determination less the principal portion of any Monthly Payment due but
not paid with respect to which an Advance has not been made, initially
$400,033,795.00.
MORTGAGED PROPERTY: The property securing a Mortgage Note.
MORTGAGE RATE: With respect to each Mortgage Loan, the per annum rate of
interest borne by the Mortgage Loan, as specified in the Mortgage Note. The
Mortgage Rate for any Mortgage Loan shall be zero with respect to the period
prior to the period during which interest accrues with respect to such Mortgage
Loan's first Monthly Payment.
MORTGAGOR: The obligor on a Mortgage Note.
NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE RATE: With respect to each Mortgage Loan, a per annum rate of
interest for the applicable period equal to the Mortgage Rate less (i) the
Servicing Fee Rate and (ii) in the case of a substitute Mortgage Loan, any
excess of the Mortgage Rate on the substitute Mortgage Loan over the Mortgage
Rate on the removed Mortgage Loan.
NON-DISCOUNT MORTGAGE LOANS: Any Mortgage Loans having a Net Mortgage Rate
in excess of the applicable Remittance Rate.
NON-MERS MORTGAGE LOAN: Any Mortgage Loan other than a MERS Mortgage Loan.
NON-PO CLASS IA OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution
Date, the lesser of (a) the Non-PO Class IA Principal Balance and (b) the sum
of:
24
(i) the Non-PO Class IA Percentage of the applicable Non-PO Percentage of
the principal portion of all Monthly Payments, whether or not received, which
were due during the related Due Period on Group One Mortgage Loans which were
outstanding during such Due Period;
(ii) the Non-PO Class IA Prepayment Percentage of the applicable Non-PO
Percentage of all Principal Prepayments made on any Group One Mortgage Loan
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Loan not described in (iv) below, the
Non-PO Class IA Percentage of the applicable Non-PO Percentage of the principal
portion of all Insurance Proceeds, condemnation awards and any other cash
proceeds from a source other than the applicable Mortgagor, to the extent
required to be deposited in the Collection Account pursuant to Section 5.08(iv)
and (v), which were received during the related Principal Prepayment Period with
respect to a Group One 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 One Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period, the
lesser of (A) the Non-PO Class IA Percentage of the applicable Non-PO Percentage
of an amount equal to the Principal Balance of such Liquidated Mortgage Loan as
of the Due Date immediately preceding the date on which it became a Liquidated
Mortgage Loan and (B) the Non-PO Class IA Prepayment Percentage of the
applicable Non-PO Percentage of the Net Liquidation Proceeds with respect to
such liquidated Mortgage Loan (net of any unreimbursed Advances);
(v) with respect to each Group One Mortgage Loan repurchased during the
related Principal Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21
or 11.01, an amount equal to the Non-PO Class IA Prepayment Percentage of the
applicable Non-PO Percentage of the principal portion of the Purchase Price (net
of amounts with respect to which a distribution of principal has previously been
made to the Non-PO Class IA Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the excess of the Non-
PO Class IA 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 Group One Non-PO Allocated Amount, if any, as of the
preceding Distribution Date.
NON-PO CLASS IIA OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution
Date, the lesser of (a) the Non-PO Class IIA Principal Balance and (b) the sum
of:
(i) the Non-PO Class IIA Percentage of the applicable Non-PO Percentage of
the principal portion of all Monthly Payments, whether or not received, which
were due during the related Due Period on Group Two Mortgage Loans which were
outstanding during such Due Period;
(ii) the Non-PO Class IIA Prepayment Percentage of the applicable Non-PO
Percentage of all Principal Prepayments made on any Group Two Mortgage Loan
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Loan not described in (iv) below, the
Non-PO Class IIA Percentage of the applicable Non-PO Percentage of the principal
portion of all Insurance Proceeds, condemnation awards and any other cash
proceeds from a source other than the applicable Mortgagor, to the extent
required to be deposited in the Collection Account pursuant to Section 5.08(iv)
and (v), which were received during the related Principal Prepayment Period with
respect to a Group Two Mortgage
25
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 Two Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period, the
lesser of (A) the Non-PO Class IIA Percentage of the applicable Non-PO
Percentage of an amount equal to the Principal Balance of such Liquidated
Mortgage Loan as of the Due Date immediately preceding the date on which it
became a Liquidated Mortgage Loan and (B) the Non-PO Class IIA Prepayment
Percentage of the applicable Non-PO Percentage of the Net Liquidation Proceeds
with respect to such liquidated Mortgage Loan (net of any unreimbursed
Advances);
(v) with respect to each Group Two Mortgage Loan repurchased during the
related Principal Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21
or 11.01, an amount equal to the Non-PO Class IIA Prepayment Percentage of the
applicable Non-PO Percentage of the principal portion of the Purchase Price (net
of amounts with respect to which a distribution of principal has previously been
made to the Non-PO Class IIA Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the excess of the Non-
PO Class IIA 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 Group Two Non-PO Allocated Amount, if any, as of the
preceding Distribution Date.
NON-PO CLASS IIIA OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution
Date, the lesser of (a) the Non-PO Class IIIA Principal Balance and (b) the sum
of:
(i) the Non-PO Class IIIA Percentage of the applicable Non-PO Percentage of
the principal portion of all Monthly Payments, whether or not received, which
were due during the related Due Period on Group Three Mortgage Loans which were
outstanding during such Due Period;
(ii) the Non-PO Class IIIA Prepayment Percentage of the applicable Non-PO
Percentage of all Principal Prepayments made on any Group Three Mortgage Loan
during the related Principal Prepayment Period;
(iii) with respect to each Mortgage Loan not described in (iv) below, the
Non-PO Class IIIA Percentage of the applicable Non-PO Percentage of the
principal portion of all Insurance Proceeds, condemnation awards and any other
cash proceeds from a source other than the applicable Mortgagor, to the extent
required to be deposited in the Collection Account pursuant to Section 5.08(iv)
and (v), which were received during the related Principal Prepayment Period with
respect to a Group Three 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 Three Mortgage Loan which has become a
Liquidated Mortgage Loan during the related Principal Prepayment Period, the
lesser of (A) the Non-PO Class IIIA Percentage of the applicable Non-PO
Percentage of an amount equal to the Principal Balance of such Liquidated
Mortgage Loan as of the Due Date immediately preceding the date on which it
became a Liquidated Mortgage Loan and (B) the Non-PO Class IIIA Prepayment
Percentage of the applicable Non-PO Percentage of the Net Liquidation Proceeds
with respect to such liquidated Mortgage Loan (net of any unreimbursed
Advances);
26
(v) with respect to each Group Three Mortgage Loan repurchased during the
related Principal Prepayment Period pursuant to Section 2.02, 3.01, 5.01, 5.21
or 11.01, an amount equal to the Non-PO Class IIIA Prepayment Percentage of the
applicable Non-PO Percentage of the principal portion of the Purchase Price (net
of amounts with respect to which a distribution of principal has previously been
made to the Non-PO Class IIIA Certificateholders); and
(vi) on or after the Credit Support Depletion Date, the excess of the Non-
PO Class IIIA 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 Group Three Non-PO Allocated Amount, if any, as of the
preceding Distribution Date.
NON-PO CLASS IA PERCENTAGE : As of any Distribution Date, a fraction,
expressed as a percentage (which shall never exceed 100%), the numerator of
which is the Non-PO Class IA Principal Balance and the denominator of which is
the Group One Non-PO Allocated Amount as of the immediately preceding Due Date.
NON-PO CLASS IIA PERCENTAGE : As of any Distribution Date, a fraction,
expressed as a percentage (which shall never exceed 100%), the numerator of
which is the Non-PO Class IIA Principal Balance and the denominator of which is
the Group Two Non-PO Allocated Amount of the immediately preceding Due Date.
NON-PO CLASS IIIA PERCENTAGE : As of any Distribution Date, a fraction,
expressed as a percentage (which shall never exceed 100%), the numerator of
which is the Non-PO Class IIIA Principal Balance and the denominator of which is
the Group Three Non-PO Allocated Amount of the immediately preceding Due Date.
NON-PO CLASS IA PREPAYMENT PERCENTAGE: As of any Distribution Date up to and
including the Distribution Date in October 2008, 100%; as of any Distribution
Date in the first year thereafter, the Non-PO Class IA Percentage plus 70% of
the Mortgage Group One Subordinated Percentage for such Distribution Date; as of
any Distribution Date during the second year thereafter, the Non-PO Class IA
Percentage plus 60% of the Mortgage Group One Subordinated Percentage for such
Distribution Date; as of any Distribution Date during the third year thereafter,
the Non-PO Class IA Percentage plus 40% of the Mortgage Group One Subordinated
Percentage for such Distribution Date; as of any Distribution Date during the
fourth year thereafter, the Non-PO Class IA Percentage plus 20% of the Mortgage
Group One Subordinated Percentage for such Distribution Date; and as of any
Distribution Date after the fourth year thereafter, the Non-PO Class IA
Percentage; provided that, if the Non-PO Class IA Percentage as of any such
Distribution Date is greater than the Non- PO Class IA Percentage on the first
Distribution Date, the Non-PO Class IA Prepayment Percentage shall be 100%; and
provided further, however, that whenever the Non-PO Class IA Percentage equals
0%, the Non-PO Class IA Prepayment Percentage shall equal 0%; and provided
further that no reduction of the Non-PO Class IA Prepayment Percentage below the
level in effect for the most recent period shall occur with respect to any
Distribution Date unless, as of the last day of the month preceding such
Distribution Date, (A) the aggregate outstanding Principal Balance of Mortgage
Loans with respect to all three Mortgage Groups, each taken individually,
delinquent 60 days or more (including Mortgage Loans in foreclosure and with
respect to which the related Mortgaged Property (or stock allocated to a
dwelling unit, in the case of a Co-op Loan) has been acquired by the Trust Fund)
does not exceed 50% of the Mortgage Group One Subordinated Percentage of the
Mortgage Pool Principal Balance with respect to Mortgage Group One as of such
date and (B) cumulative Realized Losses with respect to both Mortgage Groups,
each taken individually, do not exceed (i) if such Distribution Date occurs
between and including November 2008 and October 2009 inclusive, 30% of the
related Subordinated Percentage of the Mortgage Pool Principal Balance with
respect to the related Mortgage Group as of the date of issuance of the
Certificates (the
27
related "Original Subordinated Principal Balance"), (ii) if such
Distribution Date occurs between and including November 2009 and October 2010
inclusive, 35% of the related Original Subordinated Principal Balance, (iii) if
such Distribution Date occurs between and including November 2010 and October
2011 inclusive, 40% of the related Original Subordinated Principal Balance, (iv)
if such Distribution Date occurs between and including November 2011 and October
2012 inclusive, 45% of the related Original Subordinated Principal Balance and
(v) if such Distribution Date occurs in November 2012 and thereafter, 50% of the
related Original Subordinated Principal Balance.
NON-PO CLASS IIA PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and including the Distribution Date in October 2008, 100%; as of any
Distribution Date during the first year thereafter, the Non-PO Class IIA
Percentage plus 70% of the Mortgage Group Two Subordinated Percentage for such
Distribution Date; as of any Distribution Date during the second year
thereafter, the applicable Non-PO Class IIA Percentage plus 60% of the Mortgage
Group Two Subordinated Percentage for such Distribution Date; as of any
Distribution Date during the third year thereafter, the Non-PO Class IIA
Percentage plus 40% of the Mortgage Group Two Subordinated Percentage for such
Distribution Date; as of any Distribution Date during the fourth year
thereafter, the applicable Non-PO Class IIA Percentage plus 20% of the Mortgage
Group Two Subordinated Percentage for such Distribution Date; and as of any
Distribution Date after the fourth year thereafter, the Non-PO Class IIA
Percentage; provided that, if the Non-PO Class IIA Percentage on the first
Distribution Date is greater than the Non-PO Class IIA Percentage, the Non-PO
Class IIA Prepayment Percentage shall be 100%; and provided further, however,
that whenever the Non-PO Class IIA Percentage equals 0%, the Non-PO Class IIA
Prepayment Percentage shall equal 0%; and provided further that no reduction of
the Non-PO Class IIA Prepayment Percentage below the level in effect for the
most recent period shall occur with respect to any Distribution Date unless, as
of the last day of the month preceding such Distribution Date, (A) the aggregate
outstanding Principal Balance of Mortgage Loans with respect to both Mortgage
Groups, each taken individually, delinquent 60 days or more (including for this
purpose any Mortgage Loans in foreclosure and Mortgage Loans with respect to
which the related Mortgaged Property has been acquired by the Trust Fund) does
not exceed 50% of the Mortgage Group Two Subordinated Percentage of the Mortgage
Pool Principal Balance with respect to Mortgage Group Two as of such date and
(B) cumulative Realized Losses with respect to both Mortgage Groups, each taken
individually, do not exceed (i) if such Distribution Date occurs between and
including November 2008 and October 2009 inclusive, 30% of the related Original
Subordinated Principal Balance, (ii) if such Distribution Date occurs between
and including November 2009 and October 2010 inclusive, 35% of the related
Original Subordinated Principal Balance, (iii) if such Distribution Date occurs
between and including November 2010 and October 2011 inclusive, 40% of the
related Original Subordinated Principal Balance, (iv) if such Distribution Date
occurs between and including November 2011 and October 2012 inclusive, 45% of
the related Original Subordinated Principal Balance and (v) if such Distribution
Date occurs in November 2012 and thereafter, 50% of the related Original
Subordinated Principal Balance.
NON-PO CLASS IIIA PREPAYMENT PERCENTAGE: As of any Distribution Date up to
and including the Distribution Date in October 2008, 100%; as of any
Distribution Date during the first year thereafter, the Non-PO Class IIA
Percentage plus 70% of the Mortgage Group Two Subordinated Percentage for such
Distribution Date; as of any Distribution Date during the second year
thereafter, the applicable Non-PO Class IIA Percentage plus 60% of the Mortgage
Group Two Subordinated Percentage for such Distribution Date; as of any
Distribution Date during the third year thereafter, the Non-PO Class IIA
Percentage plus 40% of the Mortgage Group Two Subordinated Percentage for such
Distribution Date; as of any Distribution Date during the fourth year
thereafter, the applicable Non-PO Class IIA Percentage plus 20% of the Mortgage
Group Two Subordinated Percentage for such Distribution Date; and as of any
Distribution Date after the fourth year thereafter, the Non-PO Class IIA
Percentage; provided that, if the Non-PO Class IIA Percentage on the first
Distribution Date is greater than the Non-PO Class IIA Percentage, the Non-PO
Class IIA Prepayment Percentage shall be 100%; and provided
28
further, however, that whenever the Non-PO Class IIA Percentage equals 0%,
the Non-PO Class IIA Prepayment Percentage shall equal 0%; and provided further
that no reduction of the Non-PO Class IIA Prepayment Percentage below the level
in effect for the most recent period shall occur with respect to any
Distribution Date unless, as of the last day of the month preceding such
Distribution Date, (A) the aggregate outstanding Principal Balance of Mortgage
Loans with respect to both Mortgage Groups, each taken individually, delinquent
60 days or more (including for this purpose any Mortgage Loans in foreclosure
and Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust Fund) does not exceed 50% of the Mortgage Group Two
Subordinated Percentage of the Mortgage Pool Principal Balance with respect to
Mortgage Group Two as of such date and (B) cumulative Realized Losses with
respect to both Mortgage Groups, each taken individually, do not exceed (i) if
such Distribution Date occurs between and including November 2008 and October
2009 inclusive, 30% of the related Original Subordinated Principal Balance, (ii)
if such Distribution Date occurs between and including November 2009 and October
2010 inclusive, 35% of the related Original Subordinated Principal Balance,
(iii) if such Distribution Date occurs between and including November 2010 and
October 2011 inclusive, 40% of the related Original Subordinated Principal
Balance, (iv) if such Distribution Date occurs between and including November
2011 and October 2012 inclusive, 45% of the related Original Subordinated
Principal Balance and (v) if such Distribution Date occurs in November 2012 and
thereafter, 50% of the related Original Subordinated Principal Balance.
NON-PO CLASS IA PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Non-PO Class IA Principal Balance for the immediately preceding Distribution
Date less (b) amounts distributed (or deemed distributed) to the Class IA
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 IA Certificates pursuant
to Section 6.04); provided that the Non-PO Class IA Principal Balance on the
first Distribution Date shall be the Original Non-PO Class IA Principal Balance.
NON-PO CLASS IIA PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Non-PO Class IIA Principal Balance for the immediately preceding Distribution
Date less (b) amounts distributed (or deemed distributed) to the Class IIA
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 IIA Certificates
pursuant to Section 6.04); provided that the Non-PO Class IIA Principal Balance
on the first Distribution Date shall be the Original Non-PO Class IIA Principal
Balance.
NON-PO CLASS IIIA PRINCIPAL BALANCE: As of any Distribution Date, (a) the
Non-PO Class IIIA Principal Balance for the immediately preceding Distribution
Date less (b) amounts distributed (or deemed distributed) to the Class IIA
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 IIIA Certificates
pursuant to Section 6.04); provided that the Non-PO Class IIIA Principal Balance
on the first Distribution Date shall be the Original Non-PO Class IIIA Principal
Balance.
NON-PO CLASS IA PRINCIPAL PAYMENT RULES: With respect to any Distribution
Date, distributions to the Non-PO Class IA Certificateholders pursuant to
Section 6.01(b)(ii)(A) shall be made sequentially to the Class A-R and Class
IA-1 Certificates until the Outstanding Certificate Principal Balance of each
such Class has been reduced to zero.
NON-PO CLASS IIA PRINCIPAL PAYMENT RULES:
29
(I) With respect to any Distribution Date prior to the Credit Support
Depletion Date, distributions to the Non-PO Class IIA Certificateholders
pursuant to Section 6.01(b)(ii)(B) shall be made in the following amounts and
priority:
first, to the Class IIA-7 and Class IIA-9 Certificates, pro rata based upon
their Outstanding Certificate Principal Balance, up to the Lockout Principal
Distribution Amount, until the Outstanding Certificate Principal Balance of each
such Class has been reduced to zero;
second, to the Class IIA-1, Class IIA-2 and Class IIA-8 Certificates, pro
rata based upon their Outstanding Certificate Principal Balance, until the
Outstanding Certificate Principal Balance of each such Class has been reduced to
zero;
third, sequentially, to the Class IIA-4, Class IIA-5, Class IIA-10 and Class
IIA-6 Certificates, until the Outstanding Certificate Principal Balance of each
such Class has been reduced to zero; and
fourth, to the Class IIA-7 and Class IIA-9 Certificates, pro rata based upon
their Outstanding Certificate Principal Balance, until the Outstanding
Certificate Principal Balance of each such Class has been reduced to zero.
(II) With respect to any Distribution Date after the Credit Support
Depletion Date, distributions pursuant to Section 6.01(b)(ii)(B) shall be made
pro rata among the outstanding Classes of Class IIA Certificates in relation to
the respective Outstanding Certificate Principal Balances of such outstanding
Classes, and not in accordance with the priority of payments among such Classes
set forth in clause (I) above.
NON-PO CLASS IIIA PRINCIPAL PAYMENT RULES: With respect to any Distribution
Date, distributions to the Non-PO Class IIIA Certificateholders pursuant to
Section 6.01(b)(ii)(C) shall be made to the Class IIIA-1 Certificates until the
Outstanding Certificate Principal Balance of such Class has been reduced to
zero.
NON-PO PERCENTAGE: With respect to each Mortgage Loan, the fraction,
expressed as a percentage (but not greater than 100%), the numerator of which
equals the applicable Net Mortgage Rate and the denominator of which equals the
applicable Remittance Rate.
NON-PO PRINCIPAL BALANCE: In the case of a Non-Discount Mortgage Loan, the
Scheduled Principal Balance of such Mortgage Loan and, in the case of a Discount
Mortgage Loan, the product of (i) the Scheduled Principal Balance of such
Mortgage Loan and (ii) the Non-PO Percentage for such 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.
30
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 or
Component of Certificates, the amount specified for such Class or Component in
Section 4.01(d).
ORIGINAL CLASS A PRINCIPAL BALANCE: $389,231,385.00
ORIGINAL CLASS IA PRINCIPAL BALANCE: $ 63,898,100.00
ORIGINAL CLASS IIA PRINCIPAL BALANCE: $217,910,000.00
ORIGINAL CLASS IIIA PRINCIPAL BALANCE: $105,689,000.00
ORIGINAL CLASS M PRINCIPAL BALANCE: $ 5,401,000.00
ORIGINAL CLASS B PRINCIPAL BALANCE: $ 5,401,408.00
ORIGINAL NON-PO CLASS A PRINCIPAL BALANCE: $387,497,100.00
ORIGINAL CREDIT SUPPORT: With respect to any Class of Subordinated
Certificates (other than the Class B-5 Certificates), the level of Credit
Support indicated below:
Class M: 1.35%
Class B-1: 0.85%
Class B-2: 0.50%
Class B-3: 0.30%
Class B-4: 0.15%
ORIGINAL SUBORDINATED PRINCIPAL BALANCE: The aggregate Original Certificate
Principal Balance of the Subordinated Certificates.
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE: With respect to any Class or
Component (other than the Class IIA-3 and Class A-X Certificates) of
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 or Component prior to such
Distribution Date plus, in the case of the Class IIA-6 Certificates, on each
Distribution Date prior to the Class IIA-6 Accretion Date, the amounts
calculated for such Distribution Date pursuant to Section 6.01(b)(i)(O), and in
the case of the Class IIA-10 Certificates, on each Distribution Date prior to
the Class IIA-10 Accretion Date, the amounts calculated for such Distribution
Date pursuant to Section 6.01(b)(i)(P); provided, however, that (I) with respect
to the Class of Class B Certificates then outstanding having the highest
numerical class designation, the Outstanding Certificate Principal Balance of
such Class shall equal the excess of the Mortgage Pool Principal Balance
(together with the principal portion of any Monthly Payment due but not paid
with respect to which an Advance has not been made) over the sum of the
Outstanding Certificate Principal Balances of all Classes of Certificates (other
than the Class of Class B Certificates then outstanding having the highest
numerical class designation); and (II) during such time as the Outstanding
Certificate Principal Balance of the Class B-1 Certificates equals zero, with
respect to the Class M Certificates, the Outstanding Certificate Principal
Balance of such Class shall equal the excess of
31
the Mortgage Pool Principal Balance (together with the principal portion of
any Monthly Payment due but not paid with respect to which an Advance has not
been made) over the Class A Principal Balance.
OUTSTANDING MORTGAGE LOAN: As to any Distribution Date, a Mortgage Loan
which was not paid in full during the related or any previous Principal
Prepayment Period, which did not become a Liquidated Mortgage Loan during the
related or any previous Principal Prepayment Period and which was not
repurchased under Section 2.02, 3.01, 5.01, 5.21 or 11.01 during the related or
any previous Principal Prepayment Period.
PASS-THRU ENTITY: A "Pass-Thru Entity" as defined in Section 860E(e)(6) of
the Code.
PAYING AGENT: The Person appointed by the Trustee as Paying Agent pursuant
to Section 4.05.
PERCENTAGE INTEREST: As to any Certificate (other than the Class IIA-3 or
A-X Certificates), 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 the Certificates. With
respect to any Class IIA-3 or A-X Certificate, the percentage interest specified
on the face of such Certificate.
PERMITTED ACTIVITIES: The primary activities of the Trust created pursuant
to this Agreement which shall be: (i) holding Mortgage Loans transferred from
the Depositor and other assets of the Trust Fund, including any credit
enhancement and passive derivative financial instruments that pertain to
beneficial interests issued or sold to parties other than the Depositor, its
Affiliates, or its agents; (ii) issuing certificates and other interests in the
assets of the Trust Fund; (iii) receiving collections on the Mortgage Loans and
making payments on such certificates and interests in accordance with the terms
of this Agreement; and (iv) engaging in other activities that are necessary or
incidental to accomplish these limited purposes, which activities cannot be
contrary to the status of the Trust Fund as a qualified special purpose entity
under existing accounting literature.
PERSON: Any individual, corporation, partnership, limited liability company,
limited liability partnership, joint venture, association, joint- stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
PO PERCENTAGE: The PO Percentage with respect to each Mortgage Loan as
identified on the Mortgage Loan Schedule, such percentage being equal to the
fraction, expressed as a percentage (but not less than 0%), the numerator of
which equals the excess of the applicable Remittance Rate over the applicable
Net Mortgage Rate and the denominator of which equals the applicable Remittance
Rate.
PRIMARY INSURANCE POLICY: Each primary policy of mortgage guaranty insurance
or any replacement policy therefor referred to in Section 5.15 hereof.
PRINCIPAL BALANCE: At the time of any determination, the principal balance
of a Mortgage Loan remaining to be paid at the close of business on the Cut- off
Date (after deduction of all principal payments due on or before the Cut- off
Date whether or not paid) (or, in the case of a substitute Mortgage Loan
included in the Trust Fund pursuant to Section 3.04, the close of business as of
the date of substitution) reduced by all amounts previously distributed to
Certificateholders that are allocable to payments of principal on such Mortgage
Loan (including the principal portion of Advances of the Servicer made pursuant
to Section 6.03).
32
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, condemnation awards or
other cash proceeds from a source other than the applicable Mortgagor.
PRINCIPAL PREPAYMENT PERIOD: With respect to any Distribution Date, the
period beginning on the first day of the month preceding the month in which such
Distribution Date occurs and ending on the last day of such month.
PURCHASE PRICE: With respect to any Mortgage Loan required to be purchased
on any date pursuant to Section 2.02, 3.01, 5.01, 5.21 or 11.01, an amount equal
to the sum of (a) 100% of the Principal Balance thereof, (b) unpaid accrued
interest at the Mortgage Rate thereon from the Due Date on which interest was
last paid by the Mortgagor or Advanced by the Servicer to the Due Date next
following the date of repurchase, (c) the aggregate of any unreimbursed Advances
and any unreimbursed Servicing Advances and (d) any unreimbursed costs,
penalties and/or damages incurred by the Trust Fund and/or the Trustee in
connection with any violation relating to such Mortgage Loan of any predatory or
abusive lending law.
QUALIFIED INSURER: An insurance company duly qualified as such under the
laws of the states in which the Mortgaged Properties are located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, approved as an insurer by FNMA and
FHLMC and whose claims-paying ability is rated in the two highest rating
categories by S&P and Xxxxx'x 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.
REALIZED LOSS: With respect to (i) a Liquidated Mortgage Loan, the amount,
if any, by which the unpaid Principal Balance and accrued interest thereon at a
rate equal to the Net Mortgage Rate exceeds the amount actually recovered by the
Servicer with respect thereto (net of reimbursement of Advances and Servicing
Advances) at the time such Mortgage Loan became a Liquidated Mortgage Loan or
(ii) with respect to a Mortgage Loan which is not a Liquidated Mortgage Loan,
any amount of principal that the Mortgagor is no longer legally required to pay
(except for the extinguishment of debt that results from the exercise of
remedies due to default by the Mortgagor).
REALIZED LOSS INTEREST SHORTFALL: The meaning specified in Section 6.05(c).
RECORD DATE: The close of business of the last Business Day of the month
preceding the month of the related Distribution Date.
REFERENCE BANK RATE: As of 11:00 A.M. London time, on the day that is two
LIBOR Business Days prior to the immediately preceding Distribution Date, the
rate at which deposits are offered
33
in U.S. Dollars by the reference banks (which shall be three major banks
engaged in transactions in the London interbank market, selected by the
Servicer) to prime banks in the London interbank market for a period of one
month in amounts approximately equal to the aggregate Outstanding Certificate
Principal Balance or outstanding notional amount, as applicable of the Class
IIA-2 and Class IIA-3 Certificates in accordance with the following
procedures. The Servicer will request the principal London office of each of
the reference banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate will be the arithmetic mean of the
quotations. If on such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Servicer as of 11:00 A.M.,
New York City time, on such date for loans in U.S. Dollars to leading European
banks for a period of one month in amounts approximately equal to the
aggregate Outstanding Certificate Principal Balance or outstanding notional
amount, as applicable of the Class IIA-2 and Class IIA-3 Certificates. In the
event no such quotations can be obtained, the rate will be LIBOR for the prior
Distribution Date, or in the case of the first Rate Adjustment Date, 1.12%.
RELEVANT MORTGAGE LOAN: The meaning specified in Section 5.01.
REMIC: A "real estate mortgage investment conduit," as such term is defined
in Section 860D of the Code. References herein to "a REMIC" or "the REMICs"
shall mean one or all as the context requires, of the REMICs created hereunder.
REMIC POOL: Each of the Lower-Tier REMIC, the Middle-Tier 1 REMIC, the
Middle-Tier 2 REMIC and the Upper-Tier REMIC.
REMIC PROVISIONS: Provisions of the federal income tax law relating to
REMICs which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations and rulings promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
REMITTANCE RATE: The Group One Remittance Rate, the Group Two Remittance
Rate or the Group Three Remittance Rate, as applicable.
REPURCHASE PROCEEDS: All proceeds of any Mortgage Loan or property acquired
in respect thereof repurchased pursuant to Section 2.02, 3.01, 5.01, 5.21 or
11.01.
RESIDUAL INTEREST: The interest represented by amounts paid in respect of
the Class A-R Certificates other than amounts attributable to the Class LT-R
Interest, the Class MT1-R Interest or the Class MT2-R Interest.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any senior vice
president, any vice president, any assistant vice president, any senior trust
officer, any trust officer or any other officer of the Trustee in its Agency &
Trust Office customarily performing functions similar to those performed by any
of the above designated officers and also, with respect to a particular matter,
any other officer in its Agency & Trust Office to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
SFAS 140: Statement of Financial Accounting Standards No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities dated September 2000, published by the Financial Standards
Accounting Board of the Financial Accounting Foundation.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. or its
successor in interest.
34
SALE AGREEMENT: The Mortgage Loan Sale Agreement dated as of October 29,
2003 between the Depositor and CMMC.
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).
SELLER: CMMC.
SERVICER: CMMC or any successor under this Agreement as herein provided.
SERVICING ADVANCES: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance by the Servicer of its servicing
obligations and which are "unanticipated expenses" (within the meaning of
Treasury regulations section 1.860G-1(b)(3)(ii)) including, but not limited to,
the cost of (i) the preservation, restoration and protection of the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co- op Loan), (ii)
any enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the Mortgaged Property (or stock allocated to a
dwelling unit, in the case of a Co-op Loan) if the Mortgaged Property (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) is acquired in
satisfaction of the Mortgage, (iv) taxes and assessments on the Mortgaged
Properties subject to the Mortgage Loans and (v) compliance with the obligations
under Section 5.21.
SERVICING FEE: The amount of the monthly fee paid for the servicing of the
Mortgage Loans, equal to, as of any Distribution Date, with respect to each
Mortgage Loan, one-twelfth of the Servicing Fee Rate of the Principal Balance
thereof as of the Determination Date in the preceding month, subject to
adjustment as provided in Section 6.05. The Servicing Fee shall be payable only
at the time of and with respect to those Mortgage Loans for which payment is in
fact made of the entire amount of the Monthly Payments that shall have come due
and only at the time such Monthly Payment shall be made. The right to receive
the Servicing Fee is limited to, and the Servicing Fee is payable solely from,
the interest portion of such Monthly Payments (or the interest portion of any
Principal Prepayment in full) collected by the Servicer, or as otherwise
provided under Section 5.09 or 5.23.
SERVICING FEE RATE: 0.2780% 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.
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).
35
SPECIAL HAZARD AMOUNT: Initially, $4,000,338. As of the first anniversary of
the Cut-off Date, the Special Hazard Amount shall be reduced, but not increased,
to the lesser of (i) the initial Special Hazard Amount less the sum of all
amounts allocated to the Subordinated Certificates in respect of Special Hazard
Losses on the Mortgage Loans during such year or (ii) the Adjustment Amount for
such anniversary. As of each subsequent anniversary of the Cut-off Date, the
Special Hazard Amount shall be reduced, but not increased, to the lesser of (i)
the Special Hazard Amount on the immediately preceding anniversary of the
Cut-off Date less the sum of all amounts allocated to the Subordinated
Certificates in respect of Special Hazard Losses on the Mortgage Loans during
such year and (ii) the Adjustment Amount for such anniversary. The "Adjustment
Amount" with respect to each anniversary of the Cut-off Date will be equal to
the greatest of (i) 1.00% multiplied by the aggregate outstanding Principal
Balance of the Mortgage Loans, (ii) the aggregate outstanding Principal Balance
of the Mortgage Loans secured by Mortgaged Properties located in the California
postal zip code area in which the highest percentage of Mortgage Loans by
Principal Balance are located and (iii) twice the outstanding Principal Balance
of the Mortgage Loan having the largest outstanding Principal Balance.
SPECIAL HAZARD LOSS: With respect to any Mortgage Loan, any Realized Loss or
portion thereof resulting from direct physical loss or damage to the related
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), which is not insured against under the Standard Hazard Policy required to
be maintained hereunder.
STANDARD HAZARD POLICY: Each standard hazard insurance policy or replacement
therefor referred to in Section 5.16.
STARTUP DAY: The meaning specified in Section 2.04(a).
STEP DOWN PERCENTAGE: With respect to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring in Step Down Percentage
November 2003 through October 2008 0%
November 2008 through October 2009 30%
November 2009 through October 2010 40%
November 2010 through October 2011 60%
November 2011 through October 2012 80%
November 2012 and thereafter 100%
SUBORDINATED CERTIFICATES: The Class M and Class B Certificates, referred to
collectively.
SUBORDINATED OPTIMAL PRINCIPAL AMOUNT: With respect to any Distribution
Date, the lesser of (a) the aggregate Outstanding Certificate Principal Balance
of the Subordinated Certificates (before giving effect to any distributions of
principal on such Distribution Date) and (b)(1) the sum of: (i) the applicable
Subordinated Percentage of the applicable Non-PO Percentage of the principal
portion of all Monthly Payments, whether or not received, which were due during
the related Due Period on Mortgage Loans which were outstanding during such Due
Period; (ii) the applicable Subordinated Prepayment Percentage of the applicable
Non-PO Percentage of all Principal Prepayments made on any Mortgage Loan during
the related Principal Prepayment Period; (iii) with respect to each Mortgage
Loan not described in (iv) below, the applicable Subordinated Percentage of the
applicable Non-PO Percentage of the principal portion of all Insurance Proceeds,
condemnation awards and any other cash proceeds from a source other than the
applicable Mortgagor, to the extent required to be deposited in the Collection
36
Account pursuant to Section 5.08(d) and (e), which were received during the
related Principal Prepayment Period, net of related unreimbursed Servicing
Advances and net of any portion thereof which, as to any such Mortgage Loan,
constitutes Late Collections that have been the subject of an Advance on any
prior Distribution Date; (iv) with respect to each Mortgage Loan which has
become a Liquidated Mortgage Loan during the related Principal Prepayment
Period, an amount equal to the portion (if any) of the Net Liquidation
Proceeds with respect to such liquidated Mortgage Loan (net of any
unreimbursed Advances) that was not included in the Class A-P Amount, the Non-
PO Class IA Optimal Principal Amount, the Non-PO Class IIA Optimal Principal
Amount or the Non-PO Class IIIA Optimal Principal Amount, with respect to such
Distribution Date; and (v) with respect to each Mortgage Loan repurchased
during the related Principal Prepayment Period pursuant to Section 2.02, 3.01,
5.01, 5.21 or 11.01, an amount equal to the applicable Subordinated Prepayment
Percentage of the applicable Non-PO Percentage of the principal portion of the
Purchase Price (net of amounts with respect to which a distribution of
principal has previously been made to the Subordinated Certificateholders)
minus (2) the Class A-P Shortfall Amount with respect to such Distribution
Date.
SUBORDINATED PERCENTAGE: The Mortgage Group One Subordinated Percentage, the
Mortgage Group Two Subordinated Percentage or the Mortgage Group Three
Subordinated Percentage, as the case may be.
SUBORDINATED PREPAYMENT PERCENTAGE: The Mortgage Group One Subordinated
Prepayment Percentage, the Mortgage Group Two Subordinated Prepayment Percentage
or the Mortgage Group Three Subordinated Prepayment Percentage, as the case may
be.
SUB-SERVICER: Any Person with whom the Servicer enters into a Sub- Servicing
Agreement.
SUB-SERVICING AGREEMENT: Any agreement between the Servicer and any Sub-
Servicer, relating to servicing or administration of certain Mortgage Loans as
provided in Section 5.02, in such form as has been approved by the Servicer and
the Depositor.
SUBSTITUTE EXCESS INTEREST: As defined in Section 3.03.
TELERATE SCREEN PAGE 3750: The display designated as page 3750 on the Dow
Xxxxx Telerate Service or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks.
TRUST: The Trust created pursuant to this Agreement.
TRUST FUND: The corpus of the Trust consisting of (i) the Mortgage Loans,
(ii) such assets as shall from time to time be identified as deposited in the
Collection Account and the Certificate Account, (iii) property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure, (iv) Standard Hazard Policies and any other insurance policies, and
the proceeds thereof and (v) any proceeds of any of the foregoing.
TRUSTEE: Wachovia Bank, N.A., a national banking association and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party, and any successor trustee
at the time serving as successor trustee hereunder, appointed as herein
provided.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to any Middle-Tier 1 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
37
principal and (ii) the principal portion of all Realized Losses allocated
prior to such Distribution Date to such regular interest.
UNDERLYING MORTGAGED PROPERTY: With respect to each Co-op Loan, the
underlying real property owned by the related residential cooperative housing
corporation.
UPPER-TIER REMIC: The Upper-Tier REMIC as described in Section 2.04.
U.S. PERSON: A "United States Person" as defined in Section 7701(a)(30) of
the Code.
[END OF ARTICLE I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; TRUST FUND
Section 2.01. Conveyance of Mortgage Loans. The Depositor, concurrently with
the execution and delivery hereof, does hereby sell, transfer, assign, set over
and convey to the Trustee without recourse all the right, title and interest of
the Depositor in and to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans on or after the Cut-off Date
(other than Monthly Payments due on the Mortgage Loans on or before the Cut-off
Date).
In connection with such assignment, the Depositor does hereby deliver to,
and deposit with, the Trustee the following documents or instruments with
respect to each Mortgage Loan so assigned.
(i) With respect to each Mortgage Loan which is not a Co-op Loan:
(A) Original Mortgage Note (or a lost note affidavit (including a
copy of the original Mortgage Note)) or (II) original consolidation,
extension and modification agreement (or a lost note affidavit
(including a copy of the original consolidation, extension and
modification agreement)), in either case endorsed "Pay to the order of
Wachovia Bank, N.A., as trustee, without recourse".
(B) The original Mortgage (including all riders thereto) with
evidence of recording thereon, or a copy thereof certified by the
public recording office in which such Mortgage has been recorded or,
if the original Mortgage has not been returned from the applicable
public recording office, a true certified copy, certified by the
Seller, of the original Mortgage together with a certificate of the
Seller certifying that the original Mortgage has been delivered for
recording in the appropriate public recording office of the
jurisdiction in which the Mortgaged Property is located.
(ii) With respect to each Non-MERS Mortgage Loan which is not a Co-op Loan:
(A) The original Assignment of Mortgage to "Wachovia Bank, N.A.,
as trustee (Chase Mortgage Finance Corporation)," which assignment
shall be in form and substance acceptable for recording, or a copy
certified by the Seller as a true and correct copy of the original
Assignment of Mortgage which has been sent for recordation. Subject to
the foregoing, such assignments may, if 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.
38
(B) The original policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, a
written commitment or interim binder or preliminary report of title
issued by the title insurance or escrow company.
(C) Originals of all recorded intervening Assignments of Mortgage,
or copies thereof, certified by the public recording office in which
such Assignments or Mortgage have been recorded showing a complete
chain of title from the originator to the Depositor, with evidence of
recording, thereon, or a copy thereof certified by the public
recording office in which such Assignment of Mortgage has been
recorded or, if the original Assignment of Mortgage has not been
returned from the applicable public recording office, a true certified
copy, certified by the Seller of the original Assignment of Mortgage
together with a certificate of the Seller certifying that the original
Assignment of Mortgage has been delivered for recording in the
appropriate public recording office of the jurisdiction in which the
Mortgaged Property is located.
(D) Originals, or copies thereof certified by the public recording
office in which such documents have been recorded, of each assumption,
extension, modification, written assurance or substitution agreements,
if applicable, or if the original of such document has not been
returned from the applicable public recording office, a true certified
copy, certified by the Seller, of such original document together with
certificate of Seller certifying the original of such document has
been delivered for recording in the appropriate recording office of
the jurisdiction in which the Mortgaged Property is located.
(E) If the Mortgage Note or Mortgage or any other material
document or instrument relating to the Mortgage Loan has been signed
by a Person on behalf of the Mortgagor, the original power of attorney
or other instrument that authorized and empowered such Person to sign
bearing evidence that such instrument has been recorded, if so
required in the appropriate jurisdiction where the Mortgaged Property
is located (or, in lieu thereof, a duplicate or conformed copy of such
instrument, together with a certificate of receipt from the recording
office, certifying that such copy represents a true and complete copy
of the original and that such original has been or is currently
submitted to be recorded in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located),
or if the original power of attorney or other such instrument has been
delivered for recording in the appropriate public recording office of
the jurisdiction in which the Mortgaged Property is located.
(iii) With respect to each Co-op Loan:
(A) (I) The original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (II) original
consolidation, extension and modification agreement (or a lost note
affidavit (including a copy of the original consolidation, extension
and modification agreement)), in either case endorsed "Pay to the
order of Wachovia Bank, N.A., as trustee, without recourse."
(B) The original Mortgage entered into by the Mortgagor with
respect to such Co-Op Loan.
(C) The original Assignment of Mortgage to "Wachovia Bank, N.A. as
trustee (Chase Mortgage Finance Corporation)".
39
(D) Original assignments of Mortgage showing a complete chain of
assignment from the originator of the related Co-Op Loan to the
Seller.
(E) Original Form UCC-1 and any continuation statements with
evidence of filing thereon entered into by the Mortgagor with respect
to such Co-Op Loan.
(F) Form UCC-3 (or copy thereof) by the applicable Mortgage Loan
Seller or its agent assigning the security interest covered by such
Form UCC-1 to "Wachovia Bank, N.A. as trustee", together with all
Forms UCC-3 (or copies thereof) showing a complete chain of assignment
from the originator of the related Co-op Loan to the Seller, with
evidence of recording thereon.
(G) Stock certificate representing the stock allocated to the
related dwelling unit in the related residential cooperative housing
corporation and pledged by the related Mortgagor to the originator of
such Co-op Loan with a stock power in blank attached.
(H) Original proprietary lease.
(I) Original assignment of proprietary lease, to the Trustee, and
all intervening assignments thereof.
(J) Original recognition agreement of the interests of the
mortgagee with respect to the Co-op Loan by the residential
cooperative housing corporation, the stock of which was pledged by the
related Mortgagor to the originator of such Co-op Loan.
(K) Originals of any assumption, consolidation or modification
agreements relating to any of the items specified in (A) through (F)
above with respect to such Co-op Loan.
If in connection with any Mortgage Loan which is not a Co-op Loan the
Depositor cannot deliver the Mortgage, Assignments of Mortgage, or assumption,
consolidation or modification agreement, as the case may be, with evidence of
recording thereon concurrently with the execution and delivery of this Agreement
solely because of a delay caused by the public recording office where such
Mortgage, Assignments of Mortgage, or assumption, consolidation or modification
agreement, as the case may be, has been delivered for recordation, the Depositor
shall deliver or cause to be delivered to the Trustee written notice stating
that such Mortgage, Assignments of Mortgage, or assumption, consolidation or
modification agreement, as the case may be, has been delivered to the
appropriate public recording office for recordation. Thereafter, the Depositor
shall deliver or cause to be delivered to the Trustee such Mortgage, Assignments
of Mortgage, or assumption, consolidation or modification agreement, as the case
may be, with evidence of recording indicated thereon upon receipt thereof from
the public recording office.
With respect to any Non-MERS Mortgage Loans which are not Co-op Loans, and
as to which the related Mortgaged Property is located in Florida, the Servicer
shall cause to be recorded in the appropriate public recording office for real
property records each Assignment of Mortgage referred to in this Section 2.01 as
soon as practicable. With respect to any Non-MERS Mortgage Loans which are not
Co-op Loans as to which the related Mortgaged Property is located outside of
Florida, the Servicer shall not be obligated to cause to be recorded the
Assignment of Mortgage referred to in this Section 2.01. With respect to Co-op
Loans as to which the related dwelling unit is located in Florida, the Servicer
shall cause to be filed in the appropriate filing office the Form UCC-3 referred
to in this Section 2.01 as soon as practicable. With respect to any Co-op Loans
as to which the related dwelling unit is located outside Florida, the Servicer
shall not be obligated to cause to be filed the Form UCC-3 referred to in this
Section
40
2.01. While each such Assignment of Mortgage or Form UCC-3 is being recorded
or filed, as applicable, the Servicer shall deliver to the Trustee a photocopy
of such document. If any such Assignment of Mortgage or Form UCC-3 is returned
unrecorded or unfiled to the Servicer because of any defect therein, the
Servicer shall cause such defect to be cured and such document to be recorded
or filed in accordance with this paragraph. The Depositor shall deliver or
cause to be delivered each such original recorded or filed Assignment of
Mortgage and intermediate assignment or Form UCC-3 to the Trustee within 270
days of the Closing Date or shall deliver to the Trustee on or before such
date an Officer's Certificate stating that such document has been delivered to
the appropriate public recording or filing office for recording or filing, but
has not been returned solely because of a delay caused by such recording or
filing office. In any event, the Depositor shall use all reasonable efforts to
cause each such document with evidence of recording or filing thereon to be
delivered to the Trustee within 300 days of the Closing Date.
With respect to each MERS Mortgage Loan, the Trustee, at the expense of the
Depositor and at the direction and with the cooperation of the Servicer, shall
cause to be taken such actions as are necessary to cause the Trustee to be
clearly identified as the owner of each such Mortgage Loan on the records of
MERS for purposes of the system of recording transfers of beneficial ownership
of mortgages maintained by MERS.
The ownership of each Mortgage Note, the Mortgage and the contents of the
related Mortgage File is vested in the Trustee. Neither the Depositor nor the
Servicer shall take any action inconsistent with such ownership and shall not
claim any ownership interest therein. The Depositor and the Servicer shall
respond to any third party inquiries with respect to ownership of the Mortgage
Loans by stating that such ownership is held by the Trustee on behalf of the
Certificateholders. Mortgage documents relating to the Mortgage Loans not
delivered to the Trustee are and shall be held in trust by the Servicer or any
Sub-Servicer, for the benefit of the Trustee as the owner thereof, and the
Servicer's or such Sub-Servicer's possession of the contents of each Mortgage
File so retained is for the sole purpose of servicing the related Mortgage Loan,
and such retention and possession by the Servicer or such Sub-Servicer is in a
custodial capacity only. The Depositor agrees to take no action inconsistent
with the Trustee's ownership of the Mortgage Loans, to promptly indicate to all
inquiring parties that the Mortgage Loans have been sold and to claim no
ownership interest in the Mortgage Loans. Each Mortgage File and the mortgage
documents relating to the Mortgage Loans contain proprietary business
information of the Servicer and its customers. The Trustee and the Depositor
agree that they will not use such information for business purposes without the
express written consent of the Servicer and that all such information shall be
kept strictly confidential.
It is the intention of this Agreement that the conveyance of the Depositor's
right, title and interest in and to the Trust Fund pursuant to this Agreement
shall constitute a purchase and sale and not a loan. If a conveyance of Mortgage
Loans from the Seller to the Depositor is characterized as a pledge and not a
sale, then the Depositor shall be deemed to have transferred to the Trustee all
of the Depositor's right, title and interest in, to and under the obligations of
the Seller deemed to be secured by said pledge; and it is the intention of this
Agreement that the Depositor shall also be deemed to have granted to the Trustee
a first priority security interest in all of the Depositor's right, title, and
interest in, to and under the obligations of the Seller to the Depositor deemed
to be secured by said pledge and that the Trustee shall be deemed to be an
independent custodian for purposes of perfection of the security interest
granted to the Depositor. If the conveyance of the Mortgage Loans from the
Depositor to the Trustee is characterized as a pledge, it is the intention of
this Agreement that this Agreement shall constitute a security agreement under
applicable law, and that the Depositor shall be deemed to have granted to the
Trustee a first priority security interest in all of the Depositor's right,
title and interest in, to and under the Mortgage Loans, all payments of
principal of or interest on such Mortgage Loans, all other rights relating to
and payments made in respect of the Trust Fund, and all proceeds of any thereof.
If the trust created by this Agreement terminates prior to the satisfaction of
the claims of any Person in any Certificates, the security interest created
hereby shall
41
continue in full force and effect and the Trustee shall be deemed to be the
collateral agent for the benefit of such Person.
In addition to the conveyance made in the first paragraph of this Section
2.01, the Depositor does hereby convey, assign and set over to the Trustee all
of its right, title and interest in that portion of the Trust Fund described in
items (ii), (iii), (iv) and (v) of the definition thereof and further assigns to
the Trustee for the benefit of the Certificateholders those representations and
warranties of the Seller contained in the Sale Agreement and described in
Section 3.01 hereof and the benefit of the repurchase obligations of the Seller
described in Sections 2.02 and 3.01 hereof and the obligations of the Seller
contained in the Sale Agreement to take, at the request of the Depositor or the
Trustee, all action on its part which is reasonably necessary to ensure the
enforceability of a Mortgage Loan.
Section 2.02. Acceptance by Trustee. Except as set forth in the Exception
Report delivered contemporaneously herewith (the "Exception Report"), the
Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and
delivery of a Mortgage File (but does not acknowledge receipt of all documents
required to be included in such Mortgage File) with respect to each Mortgage
Loan and declares that it holds and will hold such documents and any other
documents constituting a part of the Mortgage Files delivered to it in trust for
the use and benefit of all present and future Certificateholders. The Depositor
will cause the Seller to repurchase any Mortgage Loans to which an exception was
taken in the Exception Report unless such exception is cured to the satisfaction
of the Trustee within 45 Business Days of the Closing Date.
The Trustee agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it within 270 days after the Closing Date to
ascertain that all documents required by Section 2.01 have been executed and
received, and that such documents relate to the Mortgage Loans identified in
Exhibit X-0, Xxxxxxx X-0, Exhibit A-3 and Exhibit A-4 that have been conveyed to
it. If the Trustee finds any document or documents constituting a part of a
Mortgage File to be missing or defective (that is, mutilated, damaged, defaced
or unexecuted) in any material respect, the Trustee shall promptly (and in any
event within no more than five Business Days) after such finding so notify the
Servicer, the Seller and the Depositor. In addition, the Trustee shall also
notify the Servicer, the Seller and the Depositor, if (a) in examining the
Mortgage Files, the documentation shows on its face (i) any adverse claim, lien
or encumbrance, (ii) that any Mortgage Note was overdue or had been dishonored,
(iii) any evidence on the face of any Mortgage Note or Mortgage of any security
interest or other right or interest therein, or (iv) any defense against or
claim to the Mortgage Note by any party or (b) the original Mortgage with
evidence of recording thereon with respect to a Mortgage Loan is not received
within 270 days of the Closing Date; provided, however, that if the Depositor
cannot deliver the original Mortgage with evidence of recording thereon because
of a delay caused by the public recording office where such Mortgage has been
delivered for recordation, the Depositor shall deliver or cause to be delivered
to the Trustee written notice stating that such Mortgage has been delivered to
the appropriate public recording officer for recordation and thereafter the
Depositor shall deliver or cause to be delivered such Mortgage with evidence of
recording thereon upon receipt thereof from the public recording office. The
Trustee shall request that the Seller correct or cure such omission, defect or
other irregularity, or substitute a Mortgage Loan pursuant to the provisions of
Section 3.03, within 60 days from the date the Seller was notified of such
omission or defect and, if the Seller does not correct or cure such omission or
defect within such period, that the Seller purchase such Mortgage Loan from the
Trustee within 90 days from the date the Trustee notified the Seller of such
omission, defect or other irregularity at the Purchase Price of such Mortgage
Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this
Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the
Collection Account promptly upon receipt, and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the Trustee
shall promptly release to the Seller the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer or assignment, without
recourse, as shall be necessary to vest in the
42
Seller or its designee, as the case may be, any Mortgage Loan released
pursuant hereto, and the Trustee shall have no further responsibility with
regard to such Mortgage Loan. It is understood and agreed that the obligation
of the Seller to purchase, cure or substitute any Mortgage Loan as to which a
material defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission available to the
Trustee on behalf of Certificateholders. The Trustee shall be under no duty or
obligation to inspect, review and examine such documents, instruments,
certificates or other papers to determine that they are genuine, enforceable
or appropriate to the represented purpose, or that they have actually been
recorded, or that they are other than what they purport to be on their face.
The Trustee shall keep confidential the name of each Mortgagor and shall not
solicit any such Mortgagor for the purpose of refinancing the related Mortgage
Loan.
Within 280 days of the Closing Date, the Trustee shall deliver to the
Depositor and the Servicer the Trustee's Certification, substantially in the
form of Exhibit G attached hereto, setting forth the status of the Mortgage
Files as of such date.
Section 2.03. Trust Fund; Authentication of Certificates. The Trustee
acknowledges and accepts the assignment to it of the Trust Fund created pursuant
to this Agreement in trust for the use and benefit of all present and future
Certificateholders. The Trustee acknowledges the assignment to it for the
benefit of the Trust Fund of the Mortgage Loans and has caused to be
authenticated and delivered to or upon the order of the Depositor, in exchange
for the Mortgage Loans, Certificates duly authenticated by the Trustee or, if an
Authenticating Agent has been appointed pursuant to Section 4.06, the
Authenticating Agent in authorized denominations evidencing ownership of the
entire Trust Fund.
Section 2.04. REMIC Elections.
(a) The Depositor hereby instructs and authorizes the Trustee to make
appropriate elections to treat the Trust Fund as comprising four REMICs (the
Lower-Tier REMIC, the Middle-Tier 1 REMIC, the Middle-Tier 2 REMIC and the
Upper-Tier REMIC). This Agreement shall be construed so as to carry out the
intention of the parties that each REMIC created hereunder be treated as a REMIC
at all times prior to the date on which the Trust Fund is terminated. The
Closing Date is hereby designated as the "startup day" of each REMIC created
hereunder within the meaning of Section 860G(a)(9) of the Code. The Lower-Tier
REMIC shall hold as assets all property of the Trust Fund other than the
Lower-Tier REMIC Interests, the Middle-Tier 1 REMIC Interests and the
Middle-Tier 2 REMIC Interests. Each of the Lower-Tier REMIC Regular Interests is
hereby designated a "regular interest" (within the meaning of Section 860G(a)(1)
of the Code) in the Lower-Tier REMIC. The Middle-Tier 1 REMIC shall hold as
assets the several classes of uncertificated Lower-Tier REMIC Regular Interests
(other than the Class LTIA-X Interest, the Class LTIIA-X Interest and the Class
LTIIIA-X Interest). Each of the Middle-Tier 1 REMIC Regular Interests is hereby
designated a "regular interest" (within the meaning of Section 860G(a)(1) of the
Code) in the Middle-Tier 1 REMIC. The Middle-Tier 2 REMIC shall hold as assets
the several classes of uncertificated Middle-Tier 1 REMIC Regular Interests.
Each of the Middle-Tier 2 REMIC Regular Interests is hereby designated a
"regular interest" (within the meaning of Section 860G(a)(1) of the Code) in the
Middle-Tier 2 REMIC. The Upper-Tier REMIC shall hold as assets the several
classes of uncertificated Middle-Tier 2 REMIC Regular Interests and the Class
LTIA-X Interest, the Class LTIIA-X Interest and the Class LTIIIA-X Interest.
Each Class of the Certificates (other than the Class A-R Certificate) is hereby
designated a "regular interest" (within the meaning of Section 860G(a)(1) of the
Code) in the Upper-Tier REMIC. The Class LT-R Interest is hereby designated as
the sole residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the Lower-Tier REMIC. The Class MT1-R Interest is hereby designated as
the sole residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the Middle-Tier 1 REMIC. The Class MT2-R Interest is hereby designated
as the sole residual interest (within the meaning of Section 860G(a)(2) of the
Code) in the Middle- Tier 2 REMIC. The Residual Interest is hereby designated as
the sole residual interest (within the
43
meaning of Section 860G(a)(2) of the Code in the Upper-Tier REMIC. The Class
A-R Certificate evidences ownership of the Class LT-R Interest, the Class MT1-
R Interest, the Class MT2-R Interest and the Residual Interest. All interests
described in this Section 2.04(a) shall be designated as such on the Startup
Day.
44
Lower-Tier REMIC
The following table specifies the class designation, interest rate and
principal amount for each class of Lower-Tier REMIC Interest.
Lower-Tier REMIC Interest Initial Balance Pass-Through Rate Related Mortgage Group
----------------------------------- --------------------- ----------------- ----------------------
LTIA $ 65,681,234.56325231 5.00% Mortgage Group One
LTIA-X (1) 5.00% Mortgage Group One
LTIA-P $ 355,645.54674769 (2) Mortgage Group One
LTIIA $223,981,468.56989333 5.25% Mortgage Group Two
LTIIA-X (3) 5.25% Mortgage Group Two
LTIIA-P $ 856,892.60010667 (2) Mortgage Group Two
LTIIIA $108,636,805.29992246 5.50% Mortgage Group Three
LTIIIA-X (4) 5.50% Mortgage Group Three
LTIIIA-P $ 521,748.42007754 (2) Mortgage Group Three
LT-R (5) (5) N/A
---------------
(1) The Class LTIA-X Interest is an interest only interest, has no
principal balance, is not entitled to payments of principal and will
bear interest on its notional amount. The notional amount of the Class
LTIA-X Interest shall equal the Class A-X Component One Notional
Amount.
(2) The Class LTIA-P Interest, Class LTIIA-P Interest and Class LTIIIA-P
Interest are principal only interests and are not entitled to payments
of interest.
(3) The Class LTIIA-X Interest is an interest only interest, has no
principal balance, is not entitled to payments of principal and will
bear interest on its notional amount. The notional amount of the Class
LTIIA-X Interest shall equal the Class A-X Component Two Notional
Amount.
(4) The Class LTIII-X Interest is an interest only interest, has no
principal balance, is not entitled to payments of principal and will
bear interest on its notional amount. The notional amount of the Class
LTIII-X Interest shall equal the Class A-X Component Three Notional
Amount.
(5) The Class LT-R Interest shall represent the sole class of residual
interest in the Lower-Tier REMIC. The Class LT-R Interest will not
have a principal amount or an interest rate. The Class LT-R Interest
shall be represented by the Class A-R Certificate.
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Class LTIA-P Interest as such amounts are
payable or allocable to the Class IA-P Certificates (determined as though the
aggregate Original Principal Balance of the Class IA-P Certificates was
$355,645.54674769 and determined without regard to the second sentence of
Section 6.04(b) hereof).
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Class LTIA-X Interest as such amounts are
payable or allocable to the Class IA-X Certificates.
All principal, interest, shortfalls, losses and prepayments with respect
to Mortgage Group One not payable or allocable pursuant to the immediately
preceding two sentences shall be payable and allocable to the Class LTIA
Interest.
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Class LTIIA-P Interest as such amounts are
payable or allocable to the Class IIA-P Certificates
45
(determined as though the aggregate Original Principal Balance of the Class
IIA-P Certificates was $856,892.60010667 and determined without regard to the
second sentence of Section 6.04(b) hereof).
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Class LTIIA-X Interest as such amounts are
payable or allocable to the Class IIA-X Certificates.
All principal, interest, shortfalls, losses and prepayments with respect
to Mortgage Group Two not payable or allocable pursuant to the immediately
preceding two sentences shall be payable and allocable to the Class LTIIA
Interest.
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Class LTIIIA-P Interest as such amounts are
payable or allocable to the Class IIIA-P Certificates (determined as though
the aggregate Original Principal Balance of the Class IIIA-P Certificates was
$521,748.42007754 and determined without regard to the second sentence of
Section 6.04(b) hereof).
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Class LTIIIA-X Interest as such amounts are
payable or allocable to the Class IIIA-X Certificates.
All principal, interest, shortfalls, losses and prepayments with respect
to Mortgage Group Two not payable or allocable pursuant to the immediately
preceding two sentences shall be payable and allocable to the Class LTIIIA
Interest.
All computations with respect to the Lower-Tier REMIC Interests shall be
taken out to eight decimal places.
Middle-Tier 1 REMIC
The following table specifies the class designation, principal amount,
interest rate and related mortgage group for each class of Middle-Tier 1 REMIC
Interest.
Middle-Tier 1 REMIC Interest Initial Balance Pass-Through Rate Related Mortgage Group
------------------------------------ --------------------- ----------------- ----------------------
MT1-IA $ 17,831.3456325231 5.00% Mortgage Group One
MT1-IB $ 65,663,403.21761979 5.00% Mortgage Group One
MT1-IP $ 355,645.54674769 (1) Mortgage Group One
MT1-IIA $ 60,714.0000000000 5.25% Mortgage Group Two
MT1-IIB $223,920,753.88419440 5.25% Mortgage Group Two
MT1-IIP $ 856,892.60010667 (1) Mortgage Group Two
MT1-IIIA $ 29,478.05299922 5.50% Mortgage Group Three
MT1-IIIB $108,607,327.24692324 5.50% Mortgage Group Three
MT1-IIIP $ 521,748.42007754 (1) Mortgage Group Three
MT1-R (2) (2) N/A
---------------
(1) The Class MT1-IP Interest, Class MT1-IIP Interest and Class MT1-IIIP
Interest are principal only interests and are not entitled to payments
of interest.
(2) The Class MT1-R Interest shall represent the sole class of residual
interest in the Middle-Tier 1 REMIC. The Class MT1-R Interest will not
have a principal amount or an interest rate. The Class MT1-R Interest
shall be represented by the Class A-R Certificate.
46
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Class MT1-IP Interest as such amounts are
deemed payable or allocable to the Class LTIA-P Interest. Principal and interest
shall be payable to, and shortfalls, losses and prepayments are allocable to,
the Class MT1-IIP Interest as such amounts are deemed payable or allocable to
the Class LTIIA-P Interest. Principal and interest shall be payable to, and
shortfalls, losses and prepayments are allocable to, the Class MT1-IIIP
Interest as such amounts are deemed payable or allocable to the Class LTIIIA-P
Interest.
Distributions shall be deemed to be made to the other Middle-Tier 1 REMIC
Regular Interests first, so as to keep the Uncertificated Principal Balance of
each Middle-Tier 1 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 Mortgage Group over (y) the aggregate class
principal amounts of the Certificate Group and the Middle-Tier 1 Regular
Interest ending with the designation "P" related to such Mortgage Pool (except
that if 1% of any such excess is greater than the principal amount of the
corresponding Middle-Tier 1 REMIC Regular Interest ending with the designation
"A", the least amount of principal shall be distributed to such Middle-Tier 1
REMIC Regular Interests such that the Middle-Tier 1 REMIC Subordinated Balance
Ratio is maintained); and second, any remaining principal to the Middle-Tier 1
REMIC Regular Interests ending with the designation "B" in such a manner that
the remaining principal balance of each such Middle-Tier 1 REMIC Regular
Interest equals the excess of the aggregate Principal Balance of the Mortgage
Loans in the related Mortgage Group over the sum of the Uncertificated
Principal Balances of the Middle-Tier 1 REMIC Regular Interests ending with
the designation "A" or "P" which are related to such Mortgage Group. Realized
Losses shall be applied after all distributions have been made on each
Distribution Date first, so as to keep the Uncertificated Principal Balance of
each Middle-Tier 1 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 Mortgage Group over (y) the aggregate class
principal amounts of the Certificate Group and the Middle-Tier 1 Regular
Interest ending with the designation "P" related to such Mortgage Group
(except that if 1% of any such excess is greater than the principal amount of
the corresponding Middle-Tier 1 REMIC Regular Interest ending with the
designation "A", the least amount of Realized Losses shall be allocated to
such Middle-Tier 1 REMIC Regular Interests such that the Middle-Tier 1 REMIC
Subordinated Balance Ratio is maintained); and second, the remaining Realized
Losses shall be allocated to the Middle-Tier 1 REMIC Regular Interests ending
with the designation "B" in such a manner that the remaining principal balance
of each such Middle-Tier 1 REMIC Regular Interest equals the excess of the
aggregate Principal Balance of the Mortgage Loans in the related Mortgage
Group over the sum of the Uncertificated Principal Balances of the Middle-Tier
1 REMIC Regular Interests ending with the designation "A" or "P" which are
related to such Mortgage Group. All computations with respect to the Middle-
Tier 1 REMIC Interests shall be taken out to eight decimal places.
Middle Tier 2 REMIC
The following table specifies the class designation, interest rate,
principal amount and Classes of corresponding certificates for each class of
Middle-Tier 2 REMIC Interest:
47
Pass- Corresponding
Middle-Tier 2 Through Certificates or
REMIC Interest Initial Balance Rate Components
----------------------------------- ----------------------------- --------------------- ---------------------------------
MT2IA-1 $63,898,000.00000000 5.00% Class XX-0
XX0XX-X $355,645.55 (1) Class A-P Component One
MT2IIA-1 $100,000,000.00000000 4.35% Class IIA-1
MT2IIA-2 $36,462,187.00000000 8.00% Class IIA-2 and Class IIA-3
MT2IIA-4 $13,869,000.00000000 5.25% Class IIA-4
MT2IIA-5 $16,605,000.00000000 5.25% Class IIA-5
MT2IIA-6 $19,259,000.00000000 5.25% Class IIA-6
MT2IIA-7 $21,398,000.00000000 5.25% Class IIA-7
MT2IIA-8 $8,216,813.00000000 4.00% Class IIA-8
MT2IIA-9 $1,000,000.00000000 5.25% Class IIA-9
MT2IIA-10 $1,100,000.00000000 5.25% Class IIA-10
MT2IIA-P $856,892.60 (1) Class A-P Component Two
MT2IIIA-1 $105,689,000.00000000 5.50% Class IIIA-1
MT2IIIA-P $521,748.42 (1) Class A-P Component Three
MT2A-R $100.00000000 5.00% Class A-R
MT2M $5,401,000.00000000 (2) Class M
MT2B-1 $2,000,000.00000000 (2) Class B-1
MT2B-2 $1,400,000.00000000 (2) Class B-2
MT2B-3 $800,000.00000000 (2) Class B-3
MT2B-4 $600,000.00000000 (2) Class B-4
MT2B-5 $601,408.43 (2) Class B-5
MT2-R (3) (3) N/A
---------------
(1) The Class MT2IA-P Interest, Class MT2IIA-P Interest and Class MT2IIIA-
P Interest are not entitled to payments of interest.
(2) For any Distribution Date, the interest rate for the Class MT2M
Interest, Class MT2B-1 Interest, Class MT2B-2 Interest, Class MT2B-3
Interest, Class MT2B-4 Interest and Class MT2B-5 Interest shall be a
per annum rate equal to the weighted average of the interest rates on
the Class MT1-IA Interest, the Class MT1-IIA Interest and the Class
MT1-IIIA Interest weighted on the basis of their principal amounts
immediately prior to such Distribution Date.
(3) The Class MT2-R Interest shall represent the sole class of residual
interest in the Middle-Tier 2 REMIC. The Class MT2-R Interest will not
have a principal amount or an interest rate. The Class MT2-R Interest
shall be represented by the Class A-R Certificate.
Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the Middle-Tier 2 REMIC Regular Interests as
such amounts are payable and allocable to the corresponding certificates or
components of the Class A-P Certificates under this Agreement (excluding
Section 6.01(a)(v) hereof). Notwithstanding the preceding sentence, (i) the
first $0.55 of the PO Percentage of losses with respect to principal on
Discount Mortgage Loans in Mortgage Group One shall be allocated to the Class
MT2IA-P Interest, (ii) the first $0.60 of the PO Percentage of losses on
Discount Mortgage Loans in Mortgage Group Two shall be allocated to the Class
MT2IIA-P Interest, (iii) the first $0.42 of the PO Percentage of losses on
Discount Mortgage Loans in Mortgage Group Three shall be allocated to
48
the Class MT2IIIA-P Interest, (iv) immediately preceding any payment to the
Class A-R Certificate pursuant to Section 6.01(a)(v) attributable to the PO
Percentage of principal received with respect to any Discount Mortgage Loan in
Mortgage Group One, a payment shall be treated as made to the Class MT2IA-P
Interest in reduction of the principal balance thereof, if any, to zero, (v)
immediately preceding any payment to the Class A-R Certificate pursuant to
Section 6.01(a)(v) attributable to the PO Percentage of principal received
with respect to any Discount Mortgage Loan in Mortgage Group Two, a payment
shall be treated as made to the Class MT2IIA-P Interest in reduction of the
principal balance thereof, if any, to zero and (vi) immediately preceding any
payment to the Class A-R Certificate pursuant to Section 6.01(a)(v)
attributable to the PO Percentage of principal received with respect to any
Discount Mortgage Loan in Mortgage Group Three, a payment shall be treated as
made to the Class MT2IIIA-P Interest in reduction of the principal balance
thereof, if any, to zero.
(b) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" of each "regular interest" in
each REMIC created hereunder is the Distribution Date immediately following the
latest scheduled maturity of any Mortgage Loan.
(c) The "tax matters person" with respect to each REMIC created hereunder
for purposes of the REMIC Provisions shall be the beneficial owner of the Class
A-R Certificate having the largest Percentage Interest of such Class; provided,
however, that such largest beneficial owner and, to the extent relevant, each
other Holder of a Class A-R Certificate, by its acceptance thereof, irrevocably
appoints the Servicer as its agent and attorney-in-fact to act as "tax matters
person" with respect to each REMIC created hereunder for purposes of the REMIC
provisions.
(d) It is intended that each REMIC created hereunder shall constitute, and
that the affairs of the Trust Fund shall be conducted so as to qualify each
REMIC created hereunder as, a "real estate mortgage investment conduit" as
defined in and in accordance with the REMIC Provisions. In furtherance of such
intention, the Servicer covenants and agrees that it shall act as agent (and the
Servicer is hereby appointed to act as agent) on behalf of the Trust Fund, each
REMIC created hereunder and the Holder of the Class A-R Certificate and that in
such capacity it shall:
(i) prepare and file, or cause to be prepared and filed, in a timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
(Form 1066) signed by the Person required to sign such return under
applicable law 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, signed by the Person
required to sign such election under applicable law, on behalf of each
REMIC created hereunder, to be treated as a
49
REMIC, and make the appropriate designations, if applicable, in accordance
with this Section 2.04 on the federal tax return of each REMIC hereunder for
its first taxable year (and, if necessary, under applicable state law);
(iv) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if
necessary, state tax authorities, all information returns or reports, or
furnish or cause to be furnished by telephone, mail, publication or other
appropriate method such information, as and when required to be provided
to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount;
(v) provide information necessary for the computation of tax imposed
on the transfer of the Class A-R Certificate to a Disqualified
Organization, or an agent (including a broker, nominee or other middleman)
of a Disqualified Organization, or a pass-through entity in which a
Disqualified Organization is the record holder of an interest (the
reasonable cost of computing and furnishing such information may be
charged to the Person liable for such tax);
(vi) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other Person as may be
required to sign such returns by the Code or state or local laws,
regulations or rules; and
(vii) maintain such records relating to each REMIC created hereunder
as may be required by the Code and as may be necessary to prepare the
foregoing returns, schedules, statements or information.
(e) Pursuant to Section 6.02(b), the Servicer, with the consent of the
Trustee, hereby appoints the Institution Trust Services Department of Chase to
perform the duties enumerated in (d) above.
Section 2.05. Permitted Activities of Trust. The Trust is created for the
object and purpose of engaging in the Permitted Activities.
Section 2.06. Qualifying Special Purpose Entity. For purposes of SFAS 140,
the parties hereto intend that the Trust shall be treated as a "qualifying
special purpose entity" as such term is used in SFAS 140 and any successor rule
thereto and its power and authority as stated in Section 2.05 of this Agreement
shall be limited in accordance with paragraph 35 thereof.
[END OF ARTICLE II]
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND
THE SERVICER; REPURCHASE OF MORTGAGE LOANS
Section 3.01. Representations and Warranties of the Depositor with respect
to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee for the benefit
of the Certificateholders that on the Closing Date it has entered into the Sale
Agreement with CMMC as Seller, that the Seller has made the following
representations and warranties with respect to each Mortgage Loan in such Sale
Agreement as of the Closing Date, which representations and warranties run to
and are for the benefit of the Depositor and the Trustee for the benefit of the
Certificateholders, and as to which the Depositor has assigned to the Trustee
for the benefit of the Certificateholders, pursuant to Section 2.01
50
hereof, the right to cause the Seller to repurchase a Mortgage Loan as to
which there has occurred an uncured breach of representations and warranties
in accordance with the provisions of the Sale Agreement.
(a) The information set forth in the Mortgage Loan Schedule is complete,
true and correct in all material respects;
(b) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage
creates a first lien or a first priority ownership interest in an estate in fee
simple in real property securing the related Mortgage Note. With respect to a
Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first
security interest on the related cooperative shares securing the related
Mortgage Note, subject only to (a) liens of the related residential cooperative
housing corporation for unpaid assessments representing the Mortgagor's pro rata
share of the related residential cooperative housing corporation's payments for
its blanket mortgage, current and future real property taxes, insurance
premiums, maintenance fees and other assessments to which like collateral is
commonly subject and (b) other matters to which like collateral is commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the related security agreement. There are no liens
against or security interest in the cooperative shares relating to each Co-op
Loan (except for unpaid maintenance, assessments and other amounts owed to the
related cooperative which individually or in the aggregate will not have a
material adverse effect on such Co-op Loan), which have priority over the
Trustee's security interest in such cooperative shares;
(c) All payments due prior to the Cut-off Date for such Mortgage Loan have
been made as of the Closing Date, the Mortgage Loan is not delinquent in payment
more than 30 days and has not been dishonored; to the best of the Seller's
knowledge, there are no material defaults under the terms of the Mortgage Loan;
the Seller has not advanced funds, or induced, solicited or knowingly received
any advance of funds from a party other than the owner of the Mortgaged Property
subject to the Mortgage (or, with respect to a Co-op Loan, the related
Mortgagor), directly or indirectly, for the payment of any amount required by
the Mortgage Loan; there has been no more than one delinquency in excess of 30
days during the preceding twelve-month period;
(d) To the best of the Seller's knowledge, all taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid,
or escrow funds have been established in an amount sufficient to pay for every
such escrowed item which remains unpaid and which has been assessed but is not
yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments. No
Mortgagor has been released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which assumption agreement is
part of the Mortgage File and the terms of which are reflected in the Mortgage
Loan Schedule;
(f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, 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;
51
(g) With respect to a Mortgage Loan which is not a Co-op Loan, all buildings
or other customarily insured improvements upon the Mortgaged Property are
insured by an insurer acceptable under the FNMA Guides against loss by fire,
hazards of extended coverage and such other hazards as are provided for in the
FNMA Guides or by FHLMC. All such standard hazard policies are in full force and
effect and on the date of origination contained a standard mortgagee clause
naming the Seller and its successors in interest and assigns as loss payee and
such clause is still in effect and all premiums due thereon have been paid. If
required by the Flood Disaster Protection Act of 1973, as amended, the Mortgaged
Property is covered by a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration which policy conforms
to FNMA and FHLMC requirements. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at the Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor;
(h) Any and all requirements of any federal, state or local laws and all
applicable predatory and abusive lending laws, including, without limitation,
usury, truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to the
Mortgage Loan have been complied with in all material respects;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole
or in part, or rescinded, and the Mortgaged Property has not been released from
the lien of the Mortgage, in whole or in part nor has any instrument been
executed that would effect any such release, cancellation, subordination or
rescission;
(j) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage
is a valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property, including, all buildings on the Mortgaged Property. The Mortgage and
the Mortgage Note do not contain any evidence of any security interest or other
interest or right thereto. Such lien is free and clear of all adverse claims,
liens and encumbrances having priority over the first lien of the Mortgage
subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the date
of recording which are acceptable to mortgage lending institutions generally and
either (A) which are referred to or otherwise considered in the appraisal made
for the originator of the Mortgage Loan, or (B) which do not adversely affect
the Appraised Value of the Mortgaged Property as set forth in such appraisal,
and (3) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the Mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting, enforceable and perfected first
lien and first priority security interest on the property described therein, and
the Depositor has the full right to sell and assign the same to the Trustee for
the benefit of the Certificateholders;
(k) The Mortgage Note and the related Mortgage are original and genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in all respects in accordance with its terms subject to bankruptcy,
insolvency and other laws of general application affecting the rights of
creditors and the Depositor has taken all action necessary to transfer such
rights of enforceability to the Trustee for the benefit of the
Certificateholders. All parties to the Mortgage Note and the Mortgage had the
legal capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the 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
52
advances thereunder, and any and all requirements as to completion of any on-
site or off-site improvements and as to disbursements of any escrow funds
therefor have been complied with;
(l) The Seller is the sole owner and holder of the Mortgage Loan and the
indebtedness evidenced by the Mortgage Note, except for the Assignments of
Mortgage which have been sent for recording, and upon recordation the Seller
will be the owner of record of the Mortgage and the indebtedness evidenced by
the Mortgage Note, and upon the sale of the Mortgage Loan to the Trust for the
benefit of the Certificateholders, the Seller will retain the Mortgage File or
any part thereof with respect thereto not delivered to the Trust for the benefit
of the Certificateholders or its designee in trust only for the purpose of
servicing and supervising the servicing of the Mortgage Loan. Immediately prior
to the transfer and assignment to the Trust for the benefit of the
Certificateholders, the Mortgage Loan, including the Mortgage Note and the
Mortgage, were not subject to an assignment or pledge, and the Depositor had
good and marketable title to and was the sole owner thereof and had full right
to transfer and sell the Mortgage Loan to the Trustee for the benefit of the
Certificateholders free and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest and has the full right and authority subject
to no interest or participation of, or agreement with, any other party, to sell
and assign the Mortgage Loan pursuant to this Agreement and following the sale
of the Mortgage Loan, the Trustee for the benefit of the Certificateholders will
own such Mortgage Loan free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest;
(m) With respect to a Mortgage Loan which is not a Co-op Loan, the Mortgage
Loan is covered by an ALTA lender's title insurance policy or other generally
acceptable form of policy or insurance acceptable to FNMA or FHLMC, issued by a
title insurer acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in (j) (1), (2) and (3) above) the Seller, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan. Such lender's title insurance policy
insures ingress and egress by or upon the Mortgaged Property or any interest
therein. Where required by state law or regulation, the Mortgagor has been given
the opportunity to choose the carrier of the required mortgage title insurance.
The Seller, its successors and assigns, are the sole insureds of such lender's
title insurance policy, and such lender's title insurance policy is in full
force and effect and will be in full force and effect upon the consummation of
the transactions contemplated by this Agreement. No claims have been made under
such lender's title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration
existent, under the Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event permitting
acceleration; and neither the Seller nor any prior mortgagee has waived any
default, breach, violation or event permitting acceleration;
(o) There are no mechanics', or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such liens) affecting the related Mortgaged Property (or the
related residential dwelling unit in the Underlying Mortgage Property, in the
case of a Co-op Loan) which are or may be liens prior to or equal to the lien of
the related Mortgage;
(p) With respect to a Mortgage Loan which is not a Co-op Loan, all
improvements subject to the Mortgage which were considered in determining the
Appraised Value of the Mortgaged Property lie wholly within the boundaries and
building restriction lines of the Mortgaged Property (and wholly within 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
53
to in clause (m) above and all improvements on the property comply with all
applicable zoning and subdivision laws and ordinances; the Mortgaged Property
is lawfully occupied under applicable law;
(q) The Mortgage Loan complies in all material respects with all the terms,
conditions and requirements of the Seller's underwriting standards in effect at
the time of origination of such Mortgage Loan. The Mortgage Notes and Mortgages
(exclusive of any riders) are on forms generally acceptable to FNMA or FHLMC.
Monthly Payments under the Mortgage Note are due and payable on the first day of
each month. The Mortgage contains the usual and enforceable provisions of the
originator at the time of origination for the acceleration of the payment of the
unpaid principal amount of the Mortgage Loan if the related Mortgaged Property
is sold without the prior consent of the mortgagee thereunder;
(r) To the best of the Seller's knowledge, the Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan), is not subject to
any material damage by waste, fire, earthquake, windstorm, flood or other
casualty. To the best of the Seller's knowledge, at origination of the Mortgage
Loan there was, and there currently is, no proceeding pending for the total or
partial condemnation of the Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op Loan);
(s) The related Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (l) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage subject to applicable federal and state laws and
judicial precedent with respect to bankruptcy and right of redemption or similar
law;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and
duly qualified if required under applicable law to act as such, has been
properly designated and currently so serves and is named in the Mortgage, and no
fees or expenses, except as may be required by local law, are or will become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the
Mortgagor;
(u) The Mortgage File contains an appraisal or a recertification document
(in the case of a Mortgage Loan originated under Seller's Streamlined Refinance
Program) of the related Mortgaged Property (or the related residential dwelling
unit in the Underlying Mortgaged Property, in the case of a Co-op Loan), signed
prior to the final approval of the mortgage loan application by an appraiser
approved by the Seller who had no interest, direct or indirect, in the Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op Loan), or in
any loan made on the security thereof, and whose compensation is not affected by
the approval or disapproval of the Mortgage Loan. The appraisal is in a form
acceptable to FNMA or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (A) in substantial compliance
with any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property (or Underlying Mortgaged Property, in the case of
a Co-op Loan), is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan
associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such state;
(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;
54
(x) The Mortgagor has received all disclosure materials required by
applicable law with respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain "graduated payment" features;
(z) The Mortgagor is not in bankruptcy and, to the best of the Seller's
knowledge, the Mortgagor is not insolvent;
(aa) The Mortgage Loans are fixed rate mortgage loans. Each Mortgage Loan
has an original term to maturity of not more than thirty (30) years with
interest payable in arrears on the first day of each month. Each Mortgage Note
is payable in equal monthly installments of principal and interest which are
sufficient to amortize the Mortgage Loan fully by the stated maturity date. No
Mortgage Loan contains terms or provisions which would result in negative
amortization;
(bb) Each Mortgage Note, each Mortgage, each Assignment of Mortgage and
any other documents required pursuant to this Agreement to be delivered to the
Trustee on behalf of the Certificateholders or its designee, or its assignee
for each Mortgage Loan, have been, on or before the Closing Date, delivered to
the Trustee on behalf of the Certificateholders or its designee, or its
assignee;
(cc) All escrow payments have been collected in full compliance with state
and federal law and the provisions of the related Mortgage Note and Mortgage.
As to any Mortgage Loan that is the subject of an escrow, escrow of funds is
not prohibited by applicable law and has been established in an amount
sufficient to pay for every escrowed item that remains unpaid and has been
assessed but is not yet due and payable. No escrow deposits or other charges
or payments due under the Mortgage Note have been capitalized under any
Mortgage or the related Mortgage Note. Any interest required to be paid
pursuant to state, federal and local law has been properly paid and credited;
(dd) [Reserved];
(ee) In the event that at origination the Mortgage Loan has a Loan-to-
Value Ratio greater than 80%, the excess of the principal balance of the
Mortgage Loan over 75% of the Appraised Value of the Mortgaged Property, with
respect to a refinanced Mortgage Loan, or the lesser of the Appraised Value or
the purchase price of the Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op Loan), with respect to a purchase money
Mortgage Loan, is and will be insured as to payment defaults by a Primary
Insurance Policy issued by a Qualified Insurer, except where the primary
mortgage insurance was (i) impermissible at origination at applicable law, in
which case such Mortgage Loan was originated in accordance with applicable
law, (ii) cancelled at the request of the Mortgagor pursuant to the
cancellation requirements of FNMA, FHLMC, state law or, as applicable the Home
Owner and Equity Protection Act of 1994, as amended, or (iii) automatically
terminated in accordance with the termination requirements of FNMA, FHLMC,
state law or, as applicable the Home Owner and Equity Protection Act of 1994,
as amended. All provisions of such Primary Insurance Policy have been and are
being complied with, such policy is in full force and effect, and all premiums
due thereunder have been paid. No action, inaction, or event has occurred and
no state of facts exists that has, or will result in the exclusion from,
denial of, or defense to coverage. Any Mortgage Loan subject to a Primary
Insurance Policy obligates the Mortgagor thereunder to maintain the Primary
Insurance Policy and to pay all premiums and charges in 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;
55
(gg) As to Mortgage Loans that are not secured by an interest in a
leasehold estate, the Mortgaged Property (or Underlying Mortgaged Property, in
the case of a Co-op Loan), is located in the state identified in the Mortgage
Loan Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a two-to four-family dwelling, or
an individual condominium unit in a condominium project, or a dwelling unit in
a residential cooperative housing corporation or an individual unit in an
attached planned unit development or a detached planned unit development,
provided, however, that no residence or dwelling is a single parcel of real
property with a mobile home thereon. As of the date of origination, no portion
of the Mortgaged Property (or Underlying Mortgaged Property, in the case of a
Co-op Loan), was used for commercial purposes, and since the date of
origination, to the best of the Seller's knowledge, no portion of the
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan), is used for commercial purposes;
(hh) If the Mortgaged Property is a condominium unit or a planned unit
development (other than a de minimis planned unit development), as of the date
of origination of the related Mortgage Loan, such condominium or planned unit
development project met the Seller's eligibility requirements, as set forth in
the Seller's underwriting guidelines as of such date; in the case of each Co-
op Loan, the related residential cooperative housing corporation complied in
all material respects with the Seller's requirements as set forth in the
Seller's underwriting guidelines as of such date;
(ii) To the best of the Seller's knowledge, there is no pending action or
proceeding directly involving the Mortgaged Property (or Underlying Mortgaged
Property, in the case of a Co-op Loan), in which compliance with any
environmental law, rule or regulation is an issue;
(jj) As of the Cut-off Date, the Seller has not granted any interest rate
relief to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of
1940, as amended;
(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 ss.1.860G-2(f) or any similar rule that provides that a
defective obligation is a qualified mortgage for a temporary period);
56
(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;
(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 classified as (a) "high cost" loans
under the Home Ownership and Equity Protection Act of 1994 or (b) a similarly
classified loan (i.e. "high cost") 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; and
(uu) As to each Mortgage Loan that is secured by an interest in a
leasehold estate, (i) the use of a leasehold estate for residential properties
is an accepted practice in the area where the related Mortgaged Property is
located, (ii) residential property consisting of leasehold estates is
marketable in the area where the related Mortgaged Property is located, (iii)
the related lease has been recorded in the applicable land records, (iv) the
lease is valid and in good standing and is not subject to any prior lien by
which the lease could be terminated or subject to any charge or penalty, and
(v) the remaining term of the lease does not terminate less than five years
after the maturity date of such Mortgage Loan.
Upon discovery by any of the Depositor, the Servicer or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the value of a Mortgage Loan or the interest of the
Certificateholders (or which materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), the party
discovering such breach shall give prompt written notice to the other parties
and to the Seller, which notice shall specify the date of discovery. Pursuant to
the Sale Agreement, the Seller shall within 90 days from the earlier of (i) the
date specified in the notice as the date of discovery of such breach or (ii) the
date the Seller otherwise discovers such breach, cure such breach, substitute a
Mortgage Loan pursuant to the provisions of Section 3.03 or, if the breach
relates to a particular Mortgage Loan, purchase such Mortgage Loan from the
Trustee at the Purchase Price. The Purchase Price for the purchased Mortgage
Loan shall be paid to the Servicer and shall be deposited by the Servicer in the
Collection Account promptly upon receipt, and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the Trustee
shall promptly release to the Seller the related Mortgage File, and the Trustee
shall execute and deliver such instruments of transfer or assignment as may be
provided to it by the Servicer, without recourse, as shall be necessary to vest
in the Seller or its designee, as the case may be, any Mortgage Loan released
pursuant hereto, and the Trustee shall have no further responsibility with
regard to such Mortgage Loan. It is understood and agreed that the obligation of
the Seller to cure, substitute or purchase any Mortgage Loan as to which such a
breach has occurred shall constitute the sole remedy respecting such breach
available to Certificateholders or the Trustee on behalf of Certificateholder.
57
Section 3.02. Representations and Warranties of the Servicer. The Servicer
represents and warrants to, and covenants with, the Trustee for the benefit of
the Certificateholders that as of the Closing Date:
(a) The Servicer is a corporation duly chartered and validly existing in
good standing under the laws of the State of New Jersey, 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 corporate charter or by-laws or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument
to which the Servicer is a party or which may be applicable to the Servicer or
any of its assets;
(c) This Agreement, assuming due authorization, execution and delivery by
the Trustee and the Depositor, constitutes a valid, legal and binding obligation
of the Servicer, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(d) The Servicer is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Servicer or its properties or might have consequences that would affect its
performance hereunder; and
(e) No litigation is pending or, to the best of the Servicer's knowledge,
threatened against the Servicer which would prohibit its entering into this
Agreement or performing its obligations under this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 3.02 shall survive the issuance and delivery of the
Certificates and shall be continuing as long as any Certificate shall be
outstanding or this Agreement has been terminated.
Section 3.03. Option to Substitute. If the Seller is required to repurchase
any Mortgage Loan pursuant to Section 2.02 or 3.01, the Seller may, at its
option, within two years from the Closing Date, remove such defective Mortgage
Loan from the terms of this Agreement and substitute another mortgage loan for
such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage
Loan. Any substitute Mortgage Loan shall (a) have a Principal Balance at the
time of substitution not in excess of the Principal Balance of the removed
Mortgage Loan (the amount of any difference, plus one month's interest thereon
at the Mortgage Rate borne by the removed Mortgage Loan, being paid by the
Seller and deemed to be a Principal Prepayment to be deposited by the Servicer
in the Collection Account), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the removed
Mortgage Loan (provided, however, that if the Mortgage Rate on the substitute
Mortgage Loan exceeds the Mortgage Rate on the removed Mortgage Loan, the amount
of that excess interest (the "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
58
Loan-to-Value Ratio at origination no greater than that of the removed
Mortgage Loan and (f) be, in the reasonable determination of the Seller, in
material compliance with the representations and warranties contained in the
Sale Agreement and described in Section 3.01, as of the date of substitution.
The Seller shall amend the Mortgage Loan Schedule to reflect the withdrawal
of the removed Mortgage Loan from this Agreement and the substitution of such
substitute Mortgage Loan therefor and shall send a copy of such amended Mortgage
Loan Schedule to the Trustee. The Sale Agreement provides that upon such
amendment the Seller shall be deemed to have made as to such substitute Mortgage
Loan the representations and warranties set forth in Section 3.01 as of the date
of such substitution, which shall be continuing as long as any Certificate shall
be outstanding or this Agreement has not been terminated, and the remedies for
breach of any such representation or warranty shall be as set forth in Section
3.01. Upon such amendment, the Trustee shall review the Mortgage File delivered
to it relating to the substitute Mortgage Loan, within the time and in the
manner and with the remedies specified in Section 2.02, except that for purposes
of this Section 3.03 (other than the two-year period specified in the first
sentence of this Section), such time shall be measured from the date of the
applicable substitution. In the event of such a substitution, accrued interest
on the substitute Mortgage Loan for the month in which the substitution occurs
and any Principal Prepayments made thereon during such month shall be the
property of the Trust Fund, and accrued interest for such month on the Mortgage
Loan for which the substitution is made and any Principal Prepayments made
thereon during such month shall be the property of the Seller. The principal
payment on a substitute Mortgage Loan due on the Due Date in the month of
substitution shall be the property of the Seller, and the principal payment on
the Mortgage Loan for which the substitution is made due on such date shall be
the property of the Trust Fund.
[END OF ARTICLE III]
ARTICLE IV
THE CERTIFICATES
Section 4.01. The Certificates.
(a) The Class A, Class M and Class B Certificates shall be substantially in
the forms thereof included within Exhibits C, D, E and F and shall, on original
issue, be executed by the Depositor and authenticated by the Trustee (or, if an
Authenticating Agent has been appointed pursuant to Section 4.06, 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, the Paying Agent and the Trustee have entered into a
Depository Agreement dated as of October 28, 2003 (the "Depository Agreement").
Except as provided in paragraph (c) below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Book-Entry Certificates may not be
transferred as provided in Section 4.02 except to a successor to the Depository;
(ii) ownership and transfers of registration of the Book-Entry Certificates on
the books of the Depository shall be governed by applicable rules established by
the Depository; (iii) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (iv) the Trustee shall
deal with the Depository, Depository Participants and Indirect Participants as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of such Holders under this Agreement, and
requests and directions for and votes of such representatives shall not be
deemed to be inconsistent if they are made with respect to different Certificate
Owners; and (v) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
Indirect Participants and persons shown on the
59
books of such Indirect Participants as direct or indirect Certificate Owners.
The Depository Agreement provides that the Depository shall maintain book-
entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Certificates.
All transfers by Certificate Owners of Book-Entry Certificates shall be made
in accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owners. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners it represents
or of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
(c) If (i)(A) the Depository advises the Depositor, the Paying Agent or the
Trustee in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and (B) the Trustee, the Paying
Agent or the Depositor are unable after exercise of their reasonable best
efforts to locate a qualified successor or (ii) the Depositor at its option
advises the Trustee in writing that it elects to terminate the book- entry
system through the Depository, the Trustee or, if a Paying Agent has been
appointed under Section 4.05, the Paying Agent, shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of definitive, fully registered Certificates (the "Definitive
Certificates") to Certificate Owners requesting the same. Upon surrender to the
Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying
Agent, of the Book-Entry Certificates by the Depository for registration and
receipt by the Trustee or, if a Paying Agent has been appointed under Section
4.05, the Paying Agent, of an adequate supply of certificates from the
Depositor, the Trustee or if the Paying Agent is appointed under Section 4.05,
the Paying Agent shall issue the Definitive Certificates based on information
received from the Depository. Neither the Depositor, the Servicer, the Paying
Agent nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions.
(d) The Certificates (other than the Class A-R Certificate) shall be
issuable in the minimum original dollar denominations (and integral multiples of
$1,000.00 in excess of such amount) and aggregate original dollar denominations
per Class (or in the case of the Class IIA-3, in the minimum denominations based
on the Class IIA-3 Notional Amount and in the case of Class A-X Certificates, in
the minimum denominations based on the Class A-X Notional Amount) as set forth
in the following table (except that one Certificate of each of the Class IIA-2,
Class IIA-3, Class IIA-8, Class A-P, Class A-X and Class B-5 Certificates may be
issued in a different denomination). A single Class A-R Certificate will be
issued in definitive form in a $100 denomination.
60
Aggregate Original Certificate
Minimum Principal Balance of all
Original Certificates of the CUSIP
Class Denomination Indicated Class Number
------------- ------------ ------------------------------ -----------
IA-1 $25,000.00 $ 63,898,000.00 16162W AY 5
IIA-1 $25,000.00 $100,000,000.00 16162W AZ 2
IIA-2 $25,000.00 $ 36,462,187.00 16162W BA 6
IIA-3 (1) (1) 16162W BB 4
IIA-4 $25,000.00 $ 13,869,000.00 16162W BC 2
IIA-5 $25,000.00 $ 16,605,000.00 16162W BD 0
IIA-6 $25,000.00 $ 19,259,000.00 16162W BE 8
IIA-7 $25,000.00 $ 21,398,000.00 16162W BF 5
IIA-8 $25,000.00 $ 8,216,813.00 16162W BG 3
IIA-9 $25,000.00 $ 1,000,000.00 16162W BH 1
IIA-10 $25,000.00 $ 1,100,000.00 16162W BJ 7
IIIA-1 $25,000.00 $105,689,000.00 16162W BK 4
A-P(2)(5) $25,000.00 $ 1,734,285.00 16162W BM 0
A-R(3) $ 100.00 $ 100.00 16162W BN 8
A-X (1) (1)(4) 16162W BL 2
M $25,000.00 $ 5,401,000.00 16162W XX 0
X-0 $25,000.00 $ 2,000,000.00 16162W BQ 1
B-2 $25,000.00 $ 1,400,000.00 16162W BR 9
B-3 $25,000.00 $ 800,000.00 16162W BS 7
B-4 $25,000.00 $ 600,000.00 16162W BT 5
B-5 $25,000.00 $ 601,408.00 16162W BU 2
---------------
(1) The Class IIA-3 and Class A-X Certificates are interest-only certificates,
have no principal balance and will bear interest on their respective
notional amounts. The original notional amount of the Class IIA-3
Certificates is $36,462,187.00 and the original notional amount of the
Class A-X Certificates is $4,162,376.00.
(2) The Class A-P Certificates are entitled to payments of principal only.
(3) The Class A-R Certificates represent the residual interest in each REMIC
Pool for federal income tax purposes.
(4) The Class A-X Certificates consist of three components. The original
notional amount of Class A-X Component One is $855,400, the original
notional amount of Class A-X Component Two is $1,131,743 and the original
notional amount of Class A-X Component Three is $2,175,233.
(5) The Class A-P Certificates consist of three components. The original
principal amount of Class A-P Component One is $355,645, the original
notional amount of Class A-P Component Two is $856,892 and the original
notional amount of Class A-X Component Three is $521,748.
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.
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Section 4.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee or, if a Paying Agent has been appointed under Section 4.05,
the Paying Agent, shall cause to be kept a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Trustee or, if a
Paying Agent has been appointed under Section 4.05, the Paying Agent, shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee, or if a Paying Agent has been appointed
hereunder pursuant to Section 4.05, the Paying Agent maintained for such
purpose, the Depositor shall execute and the Trustee or if an Authenticating
Agent is appointed under Section 4.06, the Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like Class and aggregate Percentage Interest and
dated the date of authentication by the Authenticating Agent.
(c) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate shall be
made unless such transfer is made pursuant to an effective registration
statement or otherwise in accordance with the requirements under the Securities
Act of 1933, as amended. If such a transfer is to be made in reliance upon an
exemption from said Act, (i) the Depositor may require (except with respect to
the initial transfer of a Class B-3, Class B-4 or Class B-5 Certificate from
Xxxxxxx, Xxxxx & Co. 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 satisfactory to the Depositor
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) No transfer of an ERISA Restricted Certificate or the Class A-R
Certificate shall be made unless the Depositor or, if a Paying Agent has been
appointed under Section 4.05, the Paying Agent shall have received either (i) a
representation letter, substantially in the form of Exhibit M, from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Depositor, to the effect that (A) such transferee is not an
employee benefit plan subject to Title I of ERISA or Section 4975 of the Code or
materially similar provisions of applicable federal, state or local law
("Similar Law"), or a person acting on behalf of any such plan or using the
assets of such plan, or alternatively, (B) in the case of an ERISA Restricted
Certificate only, such transferee is an insurance company and the source of
funds for the purchase of such Certificate is an "insurance company general
account" within the meaning of Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), and the
acquisition and holding of such Certificate is covered under Sections I and III
of PTCE 95-60, which representation letter shall not be an expense of the
Trustee, the Depositor or the Servicer or (ii) in the case of an ERISA
Restricted Certificate presented for registration in the name of an employee
benefit plan subject to Title I of ERISA or Section 4975 of the Code or Similar
Law (or comparable provisions of any subsequent enactments) or a trustee of any
such plan or any other Person who is using the assets of any such plan to effect
such acquisition, an Opinion of Counsel or such other representation as required
by and satisfactory to the Depositor to the effect that the purchase and holding
of such ERISA Restricted Certificate will not result in the assets of the Trust
Fund being deemed to be "plan assets" pursuant to the Department of Labor
Regulations set forth in 29 C.F.R. ss.2510.3-101 or to be subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of ERISA or the Code or Similar Law, will not constitute or result in
a prohibited transaction within the meaning of Section 406 or 407 of ERISA or
Section 4975 of the Code or Similar Law, and will not subject the Trustee, the
Depositor or the Servicer to any obligation in addition to those undertaken in
this Agreement,
62
which Opinion of Counsel or other representation shall not be an expense of
the Trustee, the Depositor or the Servicer.
(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) [intentionally omitted]
(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 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 Pool or cause any REMIC Pool 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 and the
Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee,
with a duly completed and effective Form W-8ECI (or any successor thereto) or an
Opinion of Counsel to the effect that such transfer is in accordance with the
requirements of the Code and that the transfer will not be disregarded for
federal income tax purposes. As a condition to granting its consent to a
transfer of a Class A-R Certificate, the Certificate Registrar or, if no
Certificate Registrar is appointed, the Trustee, shall require the proposed
transferee of such Certificate (including, in the case of the initial issuance
of the Class A-R Certificate, the initial Holder thereof) to execute a letter
and affidavit substantially in the form attached hereto as Exhibit K and shall
require the proposed transferor (other than in the case of the transfer to the
initial holder) of such Certificate to execute a letter substantially in the
form attached hereto as Exhibit K-1. In the absence of a contrary instruction
from the transferor of such Certificate, declaration (11) in the affidavit in
Exhibit K may be left blank. If the transferor requests by written notice to the
Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee,
prior to the date of the proposed transfer that one of the two other forms of
declaration (11) of such affidavit be used, then the Certificate Registrar or,
if no Certificate Registrar is appointed, the Trustee, shall require that such
form of declaration (11) be included in such affidavit.
63
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. ss.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 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
64
Certificate will not cause the imposition of a tax upon any REMIC Pool or
cause any REMIC Pool 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 Pool or prevent any REMIC Pool from qualifying
as a REMIC.
(j) The Servicer shall make available upon written request to each Holder
and each proposed transferee of a Class B-3, Class B-4 or Class B-5 Certificate
such information as may be required to permit the proposed transfer to be
effected pursuant to Rule 144A under the Securities Act of 1933.
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 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, Certificate Registrar and Backup
Advancer; Certificate Account. The Trustee may appoint a Paying Agent and a
Certificate Registrar hereunder, but such Paying Agent and such Certificate
Registrar shall not be the Depositor, the Seller, or an Affiliate of the
Depositor or the Seller unless such Paying Agent or such Certificate Registrar
is the Institutional Trust Services Department of Chase. In the event of an
appointment of such Paying Agent, 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 "Wachovia Bank, N.A., as Trustee, in
trust for and for the benefit of the Certificateholders of Multi-Class Mortgage
Pass-Through Certificates, Chase Mortgage Finance Corporation, Series 2003-S11 -
Certificate Account". The Paying
65
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 Distribute 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. If 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 Institutional
Trust Services Department of Chase 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 is designated
the Backup Advancer. The Paying Agent may not be removed as Backup Advancer
nor resign as Backup Advancer unless (a) Chase Manhattan Mortgage Corporation
is removed or resigns as Servicer or (b) it has been removed as Paying Agent.
Thereafter, provided that the Paying Agent gives written notice to the Rating
Agencies and the Trustee of its resignation as Backup Advancer, the Paying
Agent will no longer be obligated to provide Advances 20 or more days from the
date of such notice.
If, on any Distribution Date, the Paying Agent fails to distribute to
Certificateholders the amounts then on deposit in the Certificate Account for
the purposes specified herein, the Trustee shall be obligated promptly upon its
knowledge thereof to distribute such amounts to Certificateholders in the manner
and in such amounts based upon information provided by the Servicer; provided
that in no event shall the Trustee be obligated for purposes of this paragraph
to distribute to Certificateholders any amounts other than those on deposit in
the Certificate Account or expend any funds not reimbursable pursuant to Section
10.05 hereof, except as otherwise provided herein. Notwithstanding anything in
this Agreement to the contrary, the Trustee shall be liable to the Servicer and
the Certificateholders only for its negligence in connection with the withdrawal
of funds from the Certificate Account by the Trustee and the distribution of
such funds by the Trustee to Certificateholders pursuant to this paragraph.
The Servicer shall cause each Paying Agent other than the Trustee to execute
and deliver to the Servicer and the Trustee on the Closing Date or, if
subsequently appointed, on the date of appointment, a written instrument
executed by an officer of the Paying Agent in which such Paying Agent shall
agree with the Servicer and the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders.
Section 4.06. Authenticating Agents.
(a) The Trustee may appoint one or more Authenticating Agents (each, an
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee in authenticating the Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the 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. If the Authenticating Agent is a party other
66
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 Chase as the initial Authenticating Agent.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance within the provisions of this Section 4.06, the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 4.06. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee. Any Authenticating Agent shall be
entitled to reasonable compensation for its services and any such compensation
shall be payable solely by the Trustee, without any right of reimbursement from
the Depositor, the Servicer or the Trust Fund.
[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,
execute and deliver, on behalf of the Certificateholders and the Trustee or any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans and with respect to the related Mortgaged Properties;
provided, however, that subject to the provisions of this paragraph, the
Servicer may allow a modification with respect to a Mortgage Loan if the
Servicer would take such action in the ordinary course of its business if it
were the owner of the Mortgage Loan. The Servicer 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) plus the aggregate adjusted bases of any
assets that are not qualified mortgages or permitted investments under Section
860G(a) of the Code that are assets of the Trust Fund established hereunder at
all times on any day is less than one percent of the aggregate of the adjusted
bases of all assets of the Trust Fund
67
(including such Modified Mortgage Loans) on such day, and (iii) the Servicer
purchases the Relevant Mortgage Loan from the Trust Fund as described below.
Effective immediately after such modification, and, in any event, on the same
Business Day on which the modification occurs, all right, title and interest
of the Trustee in and to the Modified Mortgage Loan shall automatically be
deemed transferred and assigned to the Servicer and all benefits and burdens
of ownership thereof, including without limitation the right to accrued
interest thereon from and including the date of modification and the risk of
default thereon, shall pass to the Servicer. To confirm such transfer and
assignment, the Servicer, as servicer hereunder, as soon as practicable shall
execute an instrument of assignment of the Modified Mortgage Loan without
recourse in customary form to the Servicer in its individual capacity. The
Servicer shall deposit the Purchase Price for any Modified Mortgage Loan in
the Collection Account pursuant to Section 5.08. Upon receipt by the Trustee
of written notification of any such deposit signed by a Servicing Officer, the
Trustee shall release to the Servicer the related Mortgage File and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary more fully to vest in the Servicer any
Modified Mortgage Loan previously transferred and assigned pursuant thereto.
The Servicer shall furnish to the Trustee for execution and redelivery to
the Servicer or, at the request of the Servicer, a Sub-Servicer, such documents
necessary or appropriate to enable the Servicer to service and administer the
Mortgage Loans and the Trustee shall not be responsible for the Servicer's
application thereof. The Servicer agrees to remain eligible as either a FNMA or
FHLMC seller/servicer, or both, for so long as it is Servicer.
All Servicing Advances made by the Servicer in effecting the timely payment
of taxes, insurance and assessments on the properties subject to the Mortgage
Loans shall not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such
Servicing Advances shall be recoverable by the Servicer to the extent permitted
by Sections 5.09 and 5.23.
Section 5.02. Sub-Servicing Agreements Between Servicer and Sub-Servicers;
Enforcement of Sub-Servicer's Obligations.
(a) The Servicer may enter into Sub-Servicing Agreements with Sub- Servicers
for the servicing and administration of all or part of the Mortgage Loans.
References in this Agreement to actions taken or to be taken by the Servicer in
servicing the Mortgage Loans serviced by it include actions taken or to be taken
by a Sub-Servicer on behalf of the Servicer. Each Sub-Servicing Agreement will
be upon such terms and conditions as are not inconsistent with this Agreement
and as the Servicer and the Sub-Servicer have agreed. The Servicer hereby agrees
to notify the Trustee in writing promptly upon the appointment of any
Sub-Servicer. For purposes of this Agreement, the receipt by the Sub-Servicer of
any amount with respect to a Mortgage Loan (other than amounts representing
servicing compensation or reimbursement for an advance) shall be treated as the
receipt by the Servicer of such amount. The Sub- Servicer shall deposit all such
funds in an Eligible Account.
(b) As part of its servicing activities hereunder, the Servicer, for the
benefit of the Trustee and the Certificateholders, shall enforce the obligations
of each Sub-Servicer under the related Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements as appropriate, and the pursuit of other
remedies, shall be in such form and carried out to such an extent and at such
time as the Servicer, in its good faith business judgment, would require were it
the owner of the related Mortgage Loans. The Servicer shall pay the costs of
such enforcement at its own expense but shall be reimbursed therefor only (i)
from a general recovery resulting from such enforcement only to the extent, if
any, that such recovery exceeds all
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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.
Section 5.03. Successor Sub-Servicers. The Servicer shall be entitled to
terminate any Sub-Servicing Agreement that may exist in accordance with the
terms and conditions of such Sub-Servicing Agreement and without any limitation
by virtue of this Agreement.
Section 5.04. Liability of the Servicer. Notwithstanding any Sub-Servicing
Agreement, any of the provisions of this Agreement relating to agreements or
arrangements between the Servicer and a Sub-Servicer or reference to actions
taken through a Sub-Servicer or otherwise, the Servicer shall remain obligated
and liable to the Trustee and Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-Servicer and to the same extent and under the same terms and conditions
as if the Servicer alone were servicing and administering the Mortgage Loans.
The Servicer shall be entitled to enter into any agreement with a Sub-Servicer
for indemnification of the Servicer and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.
Section 5.05. No Contractual Relationship Between Sub-Servicer and Trustee
or Certificateholders. Any Sub-Servicing Agreement that may be entered into and
any other transactions or services relating to the Mortgage Loans involving a
Sub-Servicer in its capacity as such and not as an originator shall be deemed to
be between the Sub-Servicer and the Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer.
Section 5.06. Termination of Sub-Servicing Agreement. If the Servicer shall
for any reason no longer be the Servicer hereunder (including by reason of any
Event of Default), the Servicer shall thereupon terminate each Sub- Servicing
Agreement that may have been entered into, and the Trustee, its designee or the
successor servicer and the Trustee shall not be deemed to have assumed any of
the Servicer's interest therein or to have replaced the Servicer as a party to
any such Sub-Servicing Agreement.
Section 5.07. Collection of Mortgage Loan Payments. Continuously from the
date hereof until the principal and interest on all Mortgage Loans are paid in
full, the Servicer will proceed diligently to collect all payments due under
each of the Mortgage Loans when the same shall become due and payable; provided,
however, that the Servicer may elect, to the extent consistent with Accepted
Servicing Practices, to waive any late payment charge and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
procedures as it follows with respect to conventional mortgage loans held in its
own portfolio. Any such arrangements shall not diminish or otherwise affect the
Servicer's obligation to make Advances pursuant to Section 6.03.
Section 5.08. Establishment of Collection Account; Deposit in Collection
Account. With respect to all of the Mortgage Loans, the Servicer shall segregate
and hold all funds collected and received pursuant to a Mortgage Loan separate
and apart from any of its own funds and general assets and shall establish and
maintain one or more Collection Accounts for the benefit of the
Certificateholders (collectively, the "Collection Account") which are Eligible
Accounts, in the form of a trust account, in the name of "Wachovia Bank, N.A.,
as Trustee, in trust for and for the benefit of the Certificateholders of
Multi-Class Mortgage Pass-Through Certificates, Chase Manhattan Mortgage
Corporation as Servicer, Chase Mortgage Finance Corporation, Series 2003-S11 -
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
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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:
(a) 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;
(b) 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);
(c) Net Liquidation Proceeds;
(d) 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;
(e) 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;
(f) All Repurchase Proceeds;
(g) All Advances made by the Servicer pursuant to Section 6.03;
(h) All amounts representing revenues under the insurance provided pursuant
to Section 5.19 to the extent of any losses borne by any Certificateholder;
(i) 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
(j) Any other amounts required to be deposited therein pursuant to this
Agreement.
The Servicer shall maintain accounting records on a Mortgage Loan by
Mortgage Loan basis with respect to the Collection Account. The Servicer shall
give notice to the Trustee, any Paying Agent, the Depositor and each Rating
Agency of any change in the location of the Collection Account, prior to the use
thereof. Notwithstanding anything to the contrary herein, no Monthly Payment or
any portion thereof shall be permitted to remain in the Collection Account for
more than 12 months. Any Monthly Payment
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or any portion thereof that has remained in the Collection Account for 12
months shall be deemed a Principal Prepayment and distributed to
Certificateholders pursuant to the provisions of this Agreement on the
Distribution Date immediately following the end of such 12 month period.
Section 5.09. Permitted Withdrawals from the Collection Account. The
Servicer may, from time to time, withdraw funds from the Collection Account for
the following purposes:
(a) to reimburse itself for Advances made pursuant to Section 6.03
(including amounts to reimburse the related Sub-Servicer for advances made
pursuant to the applicable Sub-Servicing Agreement), the Servicer's and the
related Sub-Servicer's right to receive reimbursement pursuant to this subclause
(i) being limited to amounts received on particular Mortgage Loans which
represent Late Collections (net of the Servicing Fees) with respect to those
particular Mortgage Loans;
(b) to pay itself the Servicing Fee;
(c) to reimburse itself for unreimbursed Servicing Advances, or to pay the
related Sub-Servicer any unreimbursed Servicing Advances, the Servicer's right
to receive reimbursement or make payments to the Sub-Servicer pursuant to this
subclause (iii) with respect to any Mortgage Loan being limited to related
Liquidation Proceeds, Insurance Proceeds, and condemnation awards;
(d) to reimburse itself (or the related Sub-Servicer) or the Depositor for
expenses incurred by and recoverable by or reimbursable to it pursuant to
Section 5.01 or 5.16;
(e) to reimburse itself (or the related Sub-Servicer) for any Nonrecoverable
Advances;
(f) to pay to itself (or the related Sub-Servicer) income earned on the
investment of funds deposited in the Collection Account;
(g) to make deposits into the Certificate Account in the amounts and in the
manner provided for herein;
(h) to make payments to itself or others pursuant to any provision of this
Agreement, and to clear and terminate the Collection Account upon the
termination of this Agreement; and
(i) to withdraw amounts deposited in error.
Section 5.10. Establishment of Escrow Account; Deposits in Escrow Account.
With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer
collects Escrow Payments, if any, the Servicer shall, and shall cause any Sub-
Servicer to, segregate and hold all funds collected and received pursuant to
each such Mortgage Loan which constitute Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain one or
more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall
be established with a commercial bank, a mutual savings bank or a savings and
loan association the deposits of which are insured by the FDIC in a manner which
shall provide maximum available insurance thereunder, and which may be drawn on
by the Servicer. The Servicer shall give notice to the Trustee of the location
of any Escrow Account, and of any change thereof, prior to the use thereof.
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, for the purpose of effecting timely
payment of any such items as required under the terms of this Agreement
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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.
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 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.
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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
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 Mortgaged Property) shall be recoverable by the Servicer from the
Mortgagor or out of Insurance Proceeds 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
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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 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 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
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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 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. 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 the Liquidation Proceeds of the Mortgage Loan to
Certificateholders after reimbursement to itself for such expenses (respecting
which it shall have priority for purposes of withdrawals from the Collection
Account 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 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,
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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 Trustee (if the Trustee holds the related Mortgage File) 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 Trustee shall release the related Mortgage File to the
Servicer and 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.
(b) From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Servicer shall deliver to the Trustee 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 Trustee release the
Mortgage File, and, within five Business Days, the Trustee 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 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 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
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(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.
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 and expenses 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) The Servicer shall, on behalf of the Trust, make all filings ("Periodic
Reports") required to be made by the Depositor or the Trust (other than the
filings relating to the closing of this transaction) with respect to the Class A
Certificates, the Class M Certificates, the Class B-1 Certificates and the Class
B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder. In no event shall the Trustee
or any agent of the Trustee, including any Paying Agent, be obligated or
responsible for preparing, executing, filing or delivering in respect of the
Trust Fund or on behalf of another person, either (A) any report or filing
required or permitted by the SEC to be prepared, executed, filed or delivered by
or in respect of the Trust Fund or another person, or (B) any certification in
respect of any such report or filing. The Form 10-K filing required to be made
by the Trust shall also include a certification complying with the Section 302
Requirements, which shall be signed by the senior officer of the Depositor in
charge of securitization.
(b) Within thirty (30) days after the beginning of the first fiscal year
during which the Trust's obligation to file Periodic Reports pursuant to the
Exchange Act shall have been suspended, the Depositor may prepare, or cause to
be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized
to and shall execute such Form 15 on the Trust's behalf; provided, however, that
the Depositor shall be under no obligation to prepare such notice if the number
of Certificateholders exceeds 300. The Depositor shall file any notice on Form
15 with the Commission in accordance with the provisions of Rule 15d-6 under the
Exchange Act.
(c) Not later than 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, if such day is
not a Business Day, the immediately preceding Business Day), the Servicer will
deliver to the Depositor an Officer's Certificate for the prior calendar year
substantially in the form of Exhibit N hereto.
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(d) Not later than 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, if such day is
not a Business Day, the immediately preceding Business Day), the Paying Agent
will deliver to the Depositor an Officer's Certificate for the prior calendar
year substantially in the form of Exhibit O hereto.
(e) If the Commission issues additional interpretive guidance or promulgates
additional rules or regulations, 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 and the
Trustee will reasonably cooperate to amend the provisions of this Section 5.24
in order to comply with such amended reporting requirements and such amendment
of this Section 5.24. Any such amendment shall be made in accordance with
Section 12.03 without the consent of the Certificateholders, and may result in a
change in the reports filed under the Exchange Act. Notwithstanding the
foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to
enter into any amendment pursuant to this Section 5.24 that adversely affects
its obligations and immunities under this Agreement.
Section 5.25. Annual Statement as to Compliance. The Servicer will deliver
to the Depositor and the Trustee on or before March 31 of each year beginning in
2004 or such other date in order to remain in compliance with Section 302
Requirements, an Officers' Certificate stating, as to each signer thereof, that
(i) a review of the activities of the Servicer during the preceding calendar
year and of performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Servicer has fulfilled all its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof and (iii) to the best of such officer's knowledge, each
Sub-Servicer has fulfilled its obligations under its Sub-Servicing Agreement
throughout such year, or if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Copies of such statement shall be provided to each
Rating Agency by the Servicer. Copies of such statement shall also be provided
by the Servicer to any Certificateholder upon request. If the Servicer shall
fail to provide such copies and a Responsible Officer of the Trustee is aware
that the Servicer has not so provided copies, the Trustee shall provide such
copies at the Servicer's expense if the Trustee has received such statement.
Section 5.26. Annual Independent Public Accountants' Servicing Report. On or
before March 31 of each year beginning in 2004 or such other date in order to
remain in compliance with the Section 302 Requirements, the Servicer at its
expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Servicer or any affiliate
thereof) which is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Depositor and the Trustee in
compliance with the Uniform Single Attestation Program for Mortgage Bankers.
Copies of such statement shall be provided to each Rating Agency, and, upon
request, to the Certificateholders, by the Servicer, or by the Trustee at the
Servicer's expense if the Trustee has received such statement and the Servicer
shall fail to provide such copies and the Trustee is aware that the Servicer has
not so provided copies.
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
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 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
78
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 and the Trustee shall act in accordance herewith to assure
continuing treatment of each REMIC Pool as a REMIC. In particular:
(a) The Servicer shall not create, or permit the creation of, any
"interests" in any REMIC Pool within the meaning of Section 860G(a) of the Code
other than the "regular interests" in such REMIC Pool designated as such in
Section 2.04(a) and the "residual interest" in such REMIC Pool 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 Pool 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
Servicer and the Trustee, upon the direction of the Servicer, also will maintain
records that are sufficient to indicate each REMIC Pool's compliance with
applicable requirements of the Code (and applicable Proposed, Temporary or final
Treasury regulations) relating to the assets held by such REMIC Pool. 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 later than two years from the Closing Date unless the Servicer and
the Trustee have received an Opinion of Counsel, which will not be an expense of
the Trust Fund, that such transfer or substitution would not adversely affect
the REMIC status of the REMIC Pool or would not otherwise be prohibited by this
Agreement;
(c) The Servicer shall ensure that no REMIC Pool receives a fee or other
compensation for services and that no REMIC Pool 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 Pool;
(d) The Trustee shall not 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 the Trust
Fund 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 Pool 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 any REMIC Pool under
the Code and applicable regulations or to avoid the imposition of any material
tax liability on any REMIC Pool that will affect amounts distributable to the
Certificateholders.
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(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 Pool, 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 the Trust Fund 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 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 Pool except to the extent such
taxes arise as a consequence of a breach of their respective obligations under
this Agreement.
[END OF ARTICLE V]
ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS
Section 6.01. Distributions.
(a) On each Distribution Date, the Paying Agent shall apply an amount equal
to the Available Distribution Amount in the following order of priority:
(i) to the Class A Certificateholders, all distributable amounts up to
the sum of (A) the Aggregate Class A Interest Accrual Amount and (B) the
Aggregate Class A Interest Shortfall;
(ii) the balance, if any, of the Available Distribution Amount shall be
distributed first, (A) pro rata (in accordance with the maximum amounts
distributable in accordance with this clause (A)) to the Class IA
Certificateholders in the amounts distributable pursuant to (b)(ii)(A) and
(b)(iii) below, up to the Non-PO Class IA Optimal Principal Amount and to
the Class A-P Certificates, the Group One Class A-P Amount pursuant to
(b)(ii)(A) and (b)(iii) below, (B) pro rata (in accordance with the maximum
amounts distributable in accordance with this clause (B)) to the Class IIA
Certificateholders in the amounts distributable pursuant to (b)(ii)(B) and
(b)(iv) below, up to the Non-PO Class IIA Optimal Principal Amount and to
the Class A-P Certificates, the Group Two Class A-P Amount pursuant to
(b)(ii)(B) and (b)(iv) below and (C) pro rata (in accordance with the
maximum amounts distributable in accordance with this clause (C)) to the
Class IIIA Certificateholders in the amounts distributable pursuant to
(b)(ii)(C) and (b)(v) below, up to the Non-PO Class IIIA Optimal Principal
Amount and to the Class A-P Certificates, the Group Three
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Class A-P Amount pursuant to (b)(ii)(C) and (b)(v) below, and second, to
the Class A-P Component One, the portion of the Class A-P Shortfall Amount
relating to the Group One Mortgage Loans, to the Class A-P Component Two,
the portion of the Class A-P Shortfall Amount relating to the Group Two
Mortgage Loans and to the Class A-P Component Three, the portion of the
Class A-P Shortfall Amount relating to the Group Three Mortgage Loans, in
accordance with paragraph (b)(vi) below;
(iii) to the Class M Certificateholders, the balance, if any, of the
Available Distribution Amount after making the distributions provided for
in paragraphs (i) and (ii) above, in accordance with, and up to the amount
calculated pursuant to, Section 6.01(c) below;
(iv) to the Class B Certificateholders, the balance, if any, of the
Available Distribution Amount after making the distributions provided for
in paragraphs (i) through (iii) above, in accordance with, and up to the
amounts calculated pursuant to, Section 6.01(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) through (iv) above.
(b) Amounts payable to the Class A Certificateholders on any Distribution
Date shall be distributed as follows:
(i) to the extent the amount available for distribution pursuant to
paragraph (a)(i) above is sufficient:
(A) to the Class IA-1 Certificateholders, (1) the Class IA-1
Interest Accrual Amount plus (2) the Class IA-1 Shortfall from the
preceding Distribution Date
(B) to the Class IIA-1 Certificateholders, (1) the Class IIA-1
Interest Accrual Amount plus (2) the Class IIA-1 Shortfall from the
preceding Distribution Date;
(C) to the Class IIA-2 Certificateholders, (1) the Class IIA-2
Interest Accrual Amount plus (2) the Class IIA-2 Shortfall from the
preceding Distribution Date;
(D) to the Class IIA-3 Certificateholders, (1) the Class IIA-3
Interest Accrual Amount plus (2) the Class IIA-3 Shortfall from the
preceding Distribution Date;
(E) to the Class IIA-4 Certificateholders, (1) the Class IIA-4
Interest Accrual Amount plus (2) the Class IIA-4 Shortfall from the
preceding Distribution Date;
(F) to the Class IIA-5 Certificateholders, (1) the Class IIA-5
Interest Accrual Amount plus (2) the Class IIA-5 Shortfall from the
preceding Distribution Date;
(G) to the Class IIA-6 Certificateholders, (1) the Class IIA-6
Interest Accrual Amount plus (2) the Class IIA-6 Shortfall from the
preceding Distribution Date; provided, however, that on each
Distribution Date prior to the Class IIA-6 Accretion Termination Date,
amounts calculated pursuant to this clause (G) will be added to the
Outstanding Certificate Principal Balance of the Class IIA-6
Certificates and distributed, as principal, in accordance with Section
6.01(b)(i)(O);
81
(H) to the Class IIA-7 Certificateholders, (1) the Class IIA-7
Interest Accrual Amount plus (2) the Class IIA-7 Shortfall from the
preceding Distribution Date;
(I) to the Class IIA-8 Certificateholders, (1) the Class IIA-8
Interest Accrual Amount plus (2) the Class IIA-8 Shortfall from the
preceding Distribution Date;
(J) to the Class IIA-9 Certificateholders, (1) the Class IA-9
Interest Accrual Amount plus (2) the Class IIA-9 Shortfall from the
preceding Distribution Date;
(K) to the Class IIA-10 Certificateholders, (1) the Class IIA-10
Interest Accrual Amount plus (2) the Class IIA-10 Shortfall from the
preceding Distribution Date, provided, however, that on each
Distribution Date prior to the Class IIA-10 Accretion Termination
Date, amounts calculated pursuant to this clause (K) will be added to
the Outstanding Certificate Principal Balance of the Class IIA-10
Certificates and distributed, as principal, in accordance with Section
6.01(b)(i)(P);
(L) to the Class IIIA-1 Certificateholders, (1) the Class IIIA-1
Interest Accrual Amount plus (2) the Class IIIA-1 Shortfall from the
preceding Distribution Date;
(M) to the Class A-X Certificateholders, (1) the Class A-X
Interest Accrual Amount plus (2) the Class A-X Shortfall from the
preceding Distribution Date;
(N) 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;
(O) on each Distribution Date prior to the Class IIA-6 Accretion
Termination Date, the Class IIA-6 Accrual Amount will be distributed
as principal as follows:
first, sequentially to the Class IIA-4, Class IIA-5 and Class IIA-10
Certificates, until the Outstanding Certificate Principal Balance of each such
Class has been reduced to zero; and
second, to the Class IIA-6 Certificates;
(P) on each Distribution Date prior to the Class IIA-10 Accretion
Termination Date, the Class IIA-10 Accrual Amount will be distributed
as principal as follows:
first, sequentially to the Class IIA-4 and Class IIA-5 Certificates, until
the Outstanding Certificate Principal Balance of each such Class has been
reduced to zero; and
second, to the Class IIA-10 Certificates.
(ii) concurrently, (A) to the Class IA Certificateholders, solely from
the Available Distribution Amount with respect to Mortgage Group One up to
the Non-PO Class IA Optimal Principal Amount, allocated among the Class IA
Certificates in accordance with the Non-PO Class IA Principal Payment
Rules and to Class A-P Component One, the Group One Class A-P Amount, (B)
to the Class IIA Certificateholders, solely from the Available
Distribution Amount with respect to Mortgage Group Two up to the Non-PO
Class IIA Optimal Principal Amount, allocated among the Class IIA
Certificates in accordance with the Non-PO Class IIA Principal Payment
Rules and to Class A-P Component Two, the Group Two Class A-P Amount and
(C) to the Class IIIA Certificateholders, solely from the Available
Distribution Amount with respect to Mortgage Group Three up to the Non-PO
Class IIIA Optimal Principal Amount, allocated among
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the Class IIIA Certificates in accordance with the Non-PO Class IIIA
Principal Payment Rules and to Class A-P Component Three, the Group Three
Class A-P Amount;
(iii) to the extent that the Available Distribution Amount with
respect to Mortgage Group One remaining after giving effect to the
distributions in (b)(i) above is insufficient to distribute in full to the
Class IA Certificateholders amounts described in (b)(ii)(A) above (such
shortfall, the "Class IA Deficiency Amount") and the Available
Distribution Amount with respect to Mortgage Group Two remaining after
giving effect to the distributions in (b)(i) above exceeds the amount
required to distribute in full to the Class IIA Certificateholders the
amounts described in (b)(ii)(B) above, or the Available Distribution
Amount with respect to Mortgage Group Three remaining after giving effect
to the distributions in (b)(i) above exceeds the amount required to
distribute in full to the Class IIIA Certificateholders the amounts
described in (b)(ii)(C) above, such excess shall be distributed in
reduction of the Class IA Deficiency Amount;
(iv) to the extent that the Available Distribution Amount with respect
to Mortgage Group Two remaining after giving effect to the distributions
in (b)(i) above is insufficient to distribute in full to the Class IIA
Certificateholders amounts described in (b)(ii)(B) above (such shortfall,
the "Class IIA Deficiency Amount") and the Available Distribution Amount
with respect to Mortgage Group One remaining after giving effect to the
distributions in (b)(i) above exceeds the amount required to distribute in
full to the Class IA Certificateholders the amounts described in
(b)(ii)(A) above, or the Available Distribution Amount with respect to
Mortgage Group Three remaining after giving effect to the distributions in
(b)(i) above exceeds the amount required to distribute in full to the
Class IIIA Certificateholders the amounts described in (b)(ii)(C) above,
such excess shall be distributed in reduction of the Class IIA Deficiency
Amount;
(v) to the extent that the Available Distribution Amount with respect
to Mortgage Group Three remaining after giving effect to the distributions
in (b)(i) above is insufficient to distribute in full to the Class IIIA
Certificateholders amounts described in (b)(ii)(C) above (such shortfall,
the "Class IIIA Deficiency Amount") and the Available Distribution Amount
with respect to Mortgage Group One remaining after giving effect to the
distributions in (b)(i) above exceeds the amount required to distribute in
full to the Class IA Certificateholders the amounts described in
(b)(ii)(A) above, or the Available Distribution Amount with respect to
Mortgage Group Two remaining after giving effect to the distributions in
(b)(i) above exceeds the amount required to distribute in full to the
Class IIA Certificateholders the amounts described in (b)(ii)(B) above,
such excess shall be distributed in reduction of the Class IIIA Deficiency
Amount;
(vi) to Class A-P Component One the portion of the Class A-P Shortfall
Amount relating to the Group One Mortgage Loans, to Class A-P Component
Two, the portion of the Class A-P Shortfall Amount relating to the Group
Two Mortgage Loans and to Class A-P Component Three, the portion of the
Class A-P Shortfall Amount relating to the Group Three Mortgage Loans;
provided, however, that any amount distributed pursuant to this Section
6.01(b)(vi) shall not cause a further reduction in the principal balance
of the Class A-P Certificates;
(vii) If the Available Distribution Amount is insufficient to make the
distributions set forth in (b)(i) above, the Paying Agent shall distribute
the Available Distribution Amount to the Class A Certificateholders pro
rata in accordance with the amounts otherwise distributable to them
pursuant to (b)(i)(A)-(P) above; and
83
(viii) In addition to the foregoing distributions, the Class IA, Class
IIA or Class IIIA Certificates may receive additional principal
distributions on any Distribution Date prior to the 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 IA
Certificates or the Outstanding Certificate Principal Balance of the
Class IIA Certificates or the Outstanding Certificate Principal
Balance of the Class IIIA Certificates has been reduced to zero, the
non-PO portion of all principal (in excess of that needed to reduce
the aggregate Outstanding Certificate Principal Balance of the Class
IA Certificates or the Outstanding Principal Balance of the Class IIA
Certificates or the Outstanding Principal Balance of the Class IIIA
Certificates to zero) on the Mortgage Loans in the Mortgage Group
relating to such Class A Certificates that have been paid in full will
be paid as principal to the remaining Class A Certificates in
accordance with Section 6.01(b)(ii)(A), 6.01(b)(ii)(B) or
6.01(b)(ii)(C), as applicable, in reduction of the Outstanding
Certificate Principal Balances thereof, provided that on such
Distribution Date either (a) the Aggregate Subordinated Percentage for
such Distribution Date is less than 200% of the initial Aggregate
Subordinate Percentage, or (b) the average outstanding Principal
Balance of the Mortgage Loans in any Mortgage Group delinquent 60 days
or more over the prior six months, as a percentage of the
corresponding Group One Subordinated Amount, Group Two Subordinated
Amount or Group Three Subordinated Amount, is greater than or equal to
50%. For purposes of the foregoing, the "Aggregate Subordinated
Percentage" for any Distribution Date is equal to the aggregate
Outstanding Certificate Principal Balance of the Subordinated
Certificates immediately prior to such Distribution Date divided by
the aggregate Scheduled Principal Balance of all of the Mortgage Loans
immediately prior to such Distribution Date.
(B) If on any Distribution Date on which the aggregate Outstanding
Certificate Principal Balance of the Class IA, Class IIA or Class IIIA
Certificates would be greater than the excess of the Outstanding
Certificate Principal Balance of the Mortgage Loans in the related
Mortgage Group over the principal balance of the Class A-P Component
corresponding to the related Mortgage Group as of such date (giving
effect to any advances but prior to giving effect to any principal
payments received with respect to such Mortgage Loan that have not
been passed through to the Certificateholders) (the
"Undercollateralized Group"), after giving effect to distributions to
be made on such Distribution Date, the portion of the Available
Distribution Amount in respect of principal on the Mortgage Loans in
either of the other Mortgage Groups which is not an
Undercollateralized Group (the "Overcollateralized Group") otherwise
allocable to the Subordinated Certificates will be distributed to the
Classes of Non-PO Class 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 Certificates included in the
Undercollateralized Group is equal to the excess of the Outstanding
Certificate Principal Balance of the Mortgage Loans in the related
Mortgage Group over the principal balance of the Class A-P Component
corresponding to the related Mortgage Group as of such date (giving
effect to any advances but prior to giving effect to any principal
payments received with respect to such Mortgage Loan that have not
been passed through to the Certificateholders). Moreover, the
Available Distribution Amount with respect to the Overcollateralized
Group will be further reduced (after distributions of interest to the
Class 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 5.00% per
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annum (if Mortgage Group One is an Undercollateralized Group), 5.25%
per annum (if Mortgage Group Two is an Undercollateralized Group) or
5.50% per annum (if Mortgage Group Three is an Undercollateralized
Group), plus any shortfall of such amounts from prior Distribution
Dates; provided, however, that in no event shall the 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 applicable Remittance Rate. Such
amounts will be distributed to the applicable Classes of Certificates
in the priority of interest payable on such Distribution Date. If two
Mortgage Groups are Undercollateralized Groups then any amounts
distributed to the Undercollateralized Group will be allocated from
each Overcollateralized Group pro rata based upon amounts available
with respect to each Overcollateralized Group.
(ix) If there are deficiencies with respect to two Mortgage Groups
pursuant to paragraphs (iii), (iv) or (v) any excess shall be allocated
with respect to the Mortgage Groups pro rata based upon the amount of such
deficiencies. If there is a deficiency with respect to one Mortgage Group
and excesses with respect to two Mortgage Groups, such excesses shall be
allocated from the Mortgage Group with such excesses pro rata as to the
amount of such deficiency based upon the amount of each such excess
amount.
(c) Amounts payable on any Distribution Date to the Class M
Certificateholders shall be distributed up to an amount equal to (A) the Class M
Interest Accrual Amount plus (B) the Class M Shortfall from the preceding
Distribution Date plus (C) the portion of the Subordinated Optimal Principal
Amount allocable (pursuant to Section 6.01(e)) to the Class M Certificates plus
(D) any Carry-over Subordinated Principal Amounts with respect to the Class M
Certificates.
(d) Amounts payable on any Distribution Date to the Class B
Certificateholders pursuant to Section 6.01(a)(iv) shall be distributed in the
following priority:
(1) first, to the Class B-1 Certificateholders, up to an amount equal
to (A) the Class B-1 Interest Accrual Amount plus (B) the Class B-1 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Subordinated Optimal Principal Amount allocable to the Class B-1
Certificates in accordance with Section 6.01(e) plus (D) any Carry-over
Subordinated Principal Amounts with respect to the Class B-1 Certificates plus
(E) any portion of the Subordinated Optimal Principal Amount allocated to the
Class M Certificates in excess of the Outstanding Certificate Principal
Balance of such Class;
(2) second, to the Class B-2 Certificateholders, up to an amount equal
to (A) the Class B-2 Interest Accrual Amount plus (B) the Class B-2 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Subordinated Optimal Principal Amount allocable to the Class B-2
Certificates in accordance with Section 6.01(e) plus (D) any Carry-over
Subordinated Principal Amounts with respect to the Class B-2 Certificates plus
(E) any portion of the Subordinated Optimal Principal Amount allocated to the
Class B-1 Certificates in excess of the Outstanding Certificate Principal
Balance of such Class;
(3) third, to the Class B-3 Certificateholders, up to an amount equal
to (A) the Class B-3 Interest Accrual Amount plus (B) the Class B-3 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Subordinated Optimal Principal Amount allocable to the Class B-3
Certificates in accordance with Section 6.01(e) plus (D) any Carry-over
Subordinated Principal Amounts with respect to the Class B-3 Certificates plus
(E) any portion of the Subordinated Optimal Principal Amount allocated to the
Class B-2 Certificates in excess of the Outstanding Certificate Principal
Balance of such Class;
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(4) fourth, to the Class B-4 Certificateholders, up to an amount equal
to (A) the Class B-4 Interest Accrual Amount plus (B) the Class B-4 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Subordinated Optimal Principal Amount allocable to the Class B-4
Certificates in accordance with Section 6.01(e) plus (D) any Carry-over
Subordinated Principal Amounts with respect to the Class B-4 Certificates plus
(E) any portion of the Subordinated Optimal Principal Amount allocated to the
Class B-3 Certificates in excess of the Outstanding Certificate Principal
Balance of such Class; and
(5) fifth, to the Class B-5 Certificateholders, up to an amount equal
to (A) the Class B-5 Interest Accrual Amount plus (B) the Class B-5 Shortfall
from the preceding Distribution Date plus (C) the pro rata portion, if any, of
the Subordinated Optimal Principal Amount allocable to the Class B-5
Certificates in accordance with Section 6.01(e) plus (D) any Carry-over
Subordinated Principal Amounts with respect to the Class B-5 Certificates plus
(E) any portion of the Subordinated Optimal Principal Amount allocated to the
Class B-4 Certificates in excess of the Outstanding Certificate Principal
Balance of such Class.
(e) On each Distribution Date, the Subordinated Optimal Principal Amount
shall be allocated among the Classes of 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 Subordinated
Certificates, on each Distribution Date, principal shall be distributable to (1)
any Class of Subordinated Certificates which has current Credit Support (before
giving effect to any distribution of principal and any Realized Losses allocable
on such Distribution Date) greater than or equal to the Original Credit Support
for such Class; (2) the Class having the lowest numerical class designation of
any outstanding Class of Subordinated Certificates which does not meet the
criteria in (1) above; and (3) the Class B-5 Certificates if all other
outstanding Classes of Subordinated Certificates meet the criteria in (1) above
or if no other Class of Subordinated Certificates is outstanding; provided,
however, that no Class of Subordinated Certificates shall receive any
distributions of principal if any Class of 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 M Certificates shall be
deemed to have a lower numerical class designation than each Class of Class B
Certificates.
(f) 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
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
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 Mortgage Loans
outstanding and no other funds or assets in the Trust Fund 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
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send the final distribution notice to each Certificateholder specifying the
manner in which the final distribution will be made.
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, including
the amounts distributed pursuant to Section 6.01(b)(i)(O) and
6.01(b)(i)(P);
(ii) with respect to each Class of Certificates the amount of such
distribution to Holders of such Class allocable to interest and the amount
of interest accrued on the Class IIA-6 and Class IA-10 Certificates but
not paid;
(iii) the aggregate amount of any Principal Prepayments and Repurchase
Proceeds included in the distributions to Certificateholders, in each case
both in the aggregate and by Mortgage Group;
(iv) the aggregate amount of any Advances by the Servicer pursuant to
Section 6.03, both in the aggregate and by Mortgage Group;
(v) the number of Outstanding Mortgage Loans and the Mortgage Pool
Principal Balance, both in the aggregate and by Mortgage Group, 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) the number and aggregate principal amounts of Mortgage Loans (A)
delinquent (1) one Monthly Payment, (2) two Monthly Payments and (3) three
or more Monthly Payments and (B) in foreclosure, in each case, as of the
end of the related Principal Prepayment Period, in each case, both in the
aggregate and by Mortgage Group;
(viii) 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, in each case, both in the aggregate and by
Mortgage Group;
(ix) the aggregate amount of all Advances recovered during the related
Due Period;
(x) with respect to the following Distribution Date, the Class A
Percentage, the Class M Percentage, the Class B Percentage, the Class A
Principal Balance, the Class M Principal Balance, the Class B Principal
Balance, the Non-PO Class A Percentage, the Non-PO Class A Prepayment
Percentage, the Non-PO Class IA Percentage, the Non-PO Class IIA
Percentage, the Non-PO Class IIIA Percentage, the Non-PO Class IA
Prepayment Percentage, the Non-PO Class
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IIA Prepayment Percentage, the Non-PO Class IIIA Prepayment Percentage,
the Class IA Principal Balance, the Class IIA Principal Balance, the Class
IIA Principal Balance and the level of Credit Support, if any, with
respect to each Class of Subordinated Certificates;
(xi) the aggregate amount of Realized Losses during the related Due
Period and the aggregate amount of Realized Losses since the Cut-off Date,
both in the aggregate and by Mortgage Group;
(xii) the allocation to each Class of Certificate of any Realized
Losses during the related Due Period;
(xiii) the Outstanding Certificate Principal Balance of each Class of
Certificates after giving effect to the distributions to each Class on
such Distribution Date;
(xiv) with respect to each Class of Certificates, the amount of any
Compensating Interest Shortfalls on such Distribution Date; and
(xv) the number of Mortgage Loans with respect to which a reduction in
the Mortgage Rate has occurred pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, 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.
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 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
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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 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 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. If on any Distribution Date, the Servicer has not made any
Advance due on such Distribution Date, the Backup Advancer shall make such
Advance on such Distribution Date. The Backup Advancer shall be entitled to
reimbursement for any Advances it has made in the same manner as the Servicer
is entitled to reimbursement for Advances as set forth in this Agreement.
Additionally, the Servicer shall, from its own funds, compensate the Backup
Advancer for any Advance required to be made by the Backup Advancer at the
current "prime" lending rate of Chase plus 2.00% per annum from the date such
Advance was made up to the date the Backup Advancer is reimbursed.
Section 6.04. Allocation of Realized Losses.
(a) Prior to each Determination Date, the Servicer shall determine (i) the
total amount of Realized Losses, 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 other than Excess Losses
shall be allocated as follows: first, to the Class B-5 Certificates until the
Outstanding Certificate Principal Balance of the Class B-5 Certificates has been
reduced to zero; second, to the Class B-4 Certificates until the Outstanding
Certificate Principal Balance of the Class B-4 Certificates has been reduced to
zero; third, to Class B-3 Certificates until the Outstanding Certificate
Principal Balance of the Class B-3 Certificates has been reduced to zero;
fourth, to the Class B-2 Certificates until the Outstanding Certificate
Principal Balance of the Class B-2 Certificates has been reduced to zero; fifth,
to the Class B-1 Certificates until the Outstanding Certificate Principal
Balance of the Class B-1 Certificates has been reduced to zero; sixth, to the
Class M Certificates until the Outstanding Certificate Principal Balance of the
Class M Certificates has been reduced to zero; and seventh, to the Non-PO Class
A Certificates (if such Realized Losses relate to Mortgage Group One, allocated
first to the Class IA Certificates until the aggregate principal balance of the
Class IA Certificates has been reduced to zero and second to the Class IIA
Certificates and Class IIIA Certificates, pro rata based upon their respective
outstanding principal balances (or in the case of the Class IIA-6 Certificates
and Class IIA-10 Certificates, the lesser of the respective Original Principal
Balance or the Outstanding Principal Balance of each such Class) until the
aggregate principal balance of
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Class IIA Certificates and Class IIIA Certificates have been reduced to zero;
if such Realized Losses relate to Mortgage Group Two, allocated first to the
Class IIA Certificates until the aggregate principal balance of the Class IIA
Certificates has been reduced to zero and second to the Class IA Certificates
and Class IIIA Certificates, pro rata based upon their respective outstanding
principal balances (or in the case of the Class IIA-6 Certificates and Class
IIA-10 Certificates, the lesser of the respective Original Principal Balance
or the Outstanding Principal Balance of each such Class) until the aggregate
principal balance of the Class IA Certificates and Class IIIA Certificates
have been reduced to zero; if such Realized Losses relate to Mortgage Group
Three, allocated first to the Class IIIA Certificates until the aggregate
principal balance of the Class IIIA Certificates has been reduced to zero and
second to the Class IA Certificates and Class IIA Certificates, pro rata based
upon their respective outstanding principal balances (or, in the case of the
Class IIA-6 Certificates and Class IIA-10 Certificates, the lesser of the
respective Original Principal Balance or the Outstanding Principal Balance of
each such Class) until the aggregate principal balance of the Class IA
Certificates and Class IIA Certificates have been reduced to zero) until the
principal balance of the Non-PO Class A Certificates has been reduced to zero;
provided, however, that any portion of any Realized Loss that would otherwise
be allocated to the Class IIA-7 Certificates in accordance with this paragraph
will instead be allocated to the Class IIA-9 Certificates until the principal
balance of the Class IIA-9 Certificates has been reduced to zero and provided
further, however, that if a Realized Loss occurs with respect to a Discount
Mortgage Loan (A) the amount of such Realized Loss equal to the product of (i)
the amount of such Realized Loss and (ii) the PO Percentage with respect to
such Discount Mortgage Loan will be allocated to the Class A-P Component
related to the Mortgage Group that included such Discount Mortgage Loan and
(B) the remainder of such Realized Loss will be allocated as described above.
Notwithstanding the preceding sentence, the first $0.55 of the PO Percentage
of the principal portion of a Realized Loss on Discount Mortgage Loans in
Mortgage Group One shall not be allocated to any Certificate; the first $0.60
of the PO Percentage of the principal portion of a Realized Loss on Discount
Mortgage Loans in Mortgage Group Two shall not be allocated to any
Certificate; and the first $0.42 of the PO Percentage of the principal portion
of a Realized Loss on Discount Mortgage Loans in Mortgage Group Three shall
not be allocated to any Certificate. The principal portion of any Excess
Losses shall be allocated without priority among (i) all Classes of
Subordinated Certificates and (ii) the Class A Certificates, pro rata based
upon their respective Outstanding Certificate Principal Balances (or, in the
case of the Class IIA-6 or Class IIA-10 Certificates, the lesser of their
respective Original Certificate Principal Balance or their respective
Outstanding Certificate Principal Balance); provided, however, that the Class
A Certificates related to the Mortgage Group in which the Excess Loss occurs
will be allocated the portion of such Excess Losses that would otherwise be
allocated to the Class A Certificates not related to such Mortgage Group; and
provided, further, however, that the applicable PO Percentage of any Excess
Losses on the Discount Mortgage Loans shall be allocated to Class A-P
Component One (if the Excess Loss occurred with respect to a Group One
Mortgage Loan), to Class A-P Component Two (if the Excess Loss occurred with
respect to a Group Two Mortgage Loan) and to Class A-P Component Three (if the
Excess Loss occurred with respect to a Group Two Mortgage Loan). For purposes
of the foregoing sentence, each Class of 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 One
Subordinated Amount (for a loss on a Group One Mortgage Loan), the Group Two
Subordinated Amount (for a loss on a Group Two Mortgage Loan) or the Group
Three Subordinated Amount (for a loss on a Group Three Mortgage Loan), and the
denominator of which is the aggregate of the Group One Subordinated Amount,
the Group Two Subordinated Amount and the Group Three Subordinate 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
(or, in the case of the Class IIA-6 and IIA-10 Certificates, the lesser of (i)
the Original Certificate Principal Balance of
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each such Class and (ii) the Outstanding Certificate Principal Balance of each
such Class) 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 Principal Prepayment and
deposited into the Collection Account and distributed on the applicable
Distribution Date.
Section 6.05. Compensating Interest; Allocation of Certain Interest
Shortfalls.
(a) Upon a Principal Prepayment of a Mortgage Loan, the Servicer shall
deposit into the Collection Account 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,
"Compensating Interest"); provided, however, that with respect to any
Distribution Date, the Servicer's obligation to deposit any such amount 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 Mortgage Loans with respect to
such Distribution Date.
(b) On any Distribution Date, the excess, if any, of (X) 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 "Compensating Interest Shortfall" with respect to such Distribution
Date. On any Distribution Date, the Compensating Interest Shortfall shall be
allocated pro rata among the outstanding Classes of Class A, Class M and Class 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 Compensating
Interest Shortfall.
(c) On any Distribution Date, the interest portion of any Realized Losses
("Realized Loss Interest Shortfall") other than the interest portion of Excess
Losses shall be allocated to the Class of Subordinated Certificates then
outstanding having the highest numerical class designation (for this purpose,
the Class M Certificates shall be deemed to have a lower numerical class
designation than each Class of Class B Certificates) or, if no Class of
Subordinated Certificates is then outstanding, to the Non-PO Class A
Certificates pro rata among the outstanding Classes of Non-PO Class A
Certificates based on the amount of interest to which each such Class would
otherwise be paid (or in the case of the Class IIA-6 and Class IIA-10
Certificates, added to the principal balance of each such Class, prior to the
Class IIA-6 Accretion Termination Date and Class IIA-10 Accretion Termination
Date, respectively) on such Distribution Date had there been no such Realized
Loss Interest Shortfall. On any Distribution Date, the interest portion of any
Excess Losses shall be allocated pro rata among the outstanding Classes of
Certificates based upon the amount of interest to which each such Class would
otherwise be paid (or in the case of the Class IIA-6 and Class IIA-10
Certificates, added to the principal balance of each such Class, prior to the
Class IIA-6 Accretion Termination Date and Class IIA-10 Accretion Termination
Date, respectively) on such Distribution Date had there been no such Excess
Losses allocable to interest.
(d) Any interest shortfall resulting from the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended shall be allocated pro rata among the outstanding
Classes of Certificates based upon the amount of interest to which each such
Class would otherwise be paid on such Distribution Date.
Section 6.06. Subordination. The rights of the Class B Certificateholders to
receive distributions in respect of the Class B Certificates on any Distribution
Date shall be subordinated to the rights of the Class A and Class M
Certificateholders to receive distributions in respect of the Class A and Class
M Certificates. The rights of the Class M Certificateholders to receive
distributions in respect of the Class
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M Certificates on any Distribution Date shall be subordinated to the rights of
the Class A Certificateholders to receive distributions in respect of the
Class A Certificates. The rights of the Class B-1 Certificateholders to
receive distributions in respect of the Class B-1 Certificates on any
Distribution Date shall be subordinate to the rights of the Class A and Class
M Certificateholders to receive distributions in respect of such Class A and
Class M Certificates. Each Class of Class B Certificates (other than the Class
B-1 Certificates) is subordinated to the Class A Certificates, the Class M
Certificates and each Class of Class B Certificates having a lower numerical
class designation than such Class of Class 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 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 A, Class M or
Class B Certificateholders. Amounts held by the Servicer or the Trustee for
future distribution to the Class M or Class B Certificateholders, including,
without limitation, in the Collection Account, shall not be distributed in
respect of the Class M or Class B Certificates except in accordance with the
terms of this Agreement. The Class B Certificateholders are deemed to have
granted a security interest in such amounts to the Class A and Class M
Certificateholders to secure the rights of the Class A and Class M
Certificateholders to receive distributions in priority over the Class B
Certificateholders. The Class M Certificateholders are deemed to have granted
a security interest in such amounts to the Class A Certificateholders to
secure the rights of the Class A Certificateholders to receive distributions
in priority over the Class A Certificateholders.
Section 6.07. Determination of LIBOR. The meaning of LIBOR applicable to the
calculation of the Certificate Rates on the Class IIA-2 and Class IIA-3
Certificates for any Interest Accrual Period (other than the initial Interest
Accrual Period) will be determined by the Servicer on each Rate Adjustment Date
as follows:
For any Interest Accrual Period other than the first Interest Accrual
Period, the rate for United States dollar deposits for one month which appears
on the Telerate Screen Page 3750 as of 11:00 A.M., London, England time, on the
second LIBOR Business Day prior to the first day of such Interest Accrual
Period. For the first Interest Accrual Period, LIBOR shall equal 1.12% with
respect to the Class IIA-2 and Class IIA-3 Certificates. If such rate does not
appear on such page (or such other page as may replace that page on that
service, or if such service is no longer offered, such other service for
displaying LIBOR or comparable rates as may be reasonably selected by the
Servicer), the rate will be the Reference Bank Rate. If no such quotations can
be obtained and no Reference Bank Rate is available, LIBOR will be LIBOR
applicable to the preceding Distribution Date.
The establishment of LIBOR by the Servicer on any Rate Adjustment Date and
the Servicer's subsequent calculation of the Certificate Rates applicable to the
Class IIA-2 and Class IIA-3 Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, will be final and binding.
[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
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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(e)
shall prepare and file or cause to be filed with the Internal Revenue Service
federal tax or information returns with respect to each REMIC Pool and the
Certificates containing such information and at the times 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 within 60 days after becoming aware of the transfer
to a Disqualified Organization. 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 each REMIC Pool (the "REMIC Reporting Agent") as required by IRS Form 8811.
The Servicer shall provide the name, address and telephone number of the REMIC
Reporting Agent to the Trustee on the Closing Date, and the Trustee shall
designate such person to act as the REMIC Reporting Agent as required by IRS
Form 8811. The Servicer shall indicate the election to treat each REMIC Pool as
a REMIC (which election shall apply to the taxable period ending December 31,
2003 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. ?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]
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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 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.
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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 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 4.06; 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
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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 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 3.03.
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]
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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
(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, the Trustee shall notify the Certificateholders, and
each Rating Agency of such Event of Default. The Trustee may, and at the written
direction of the Holders of Certificates evidencing Percentage Interests
aggregating more than 50%, 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
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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.
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 its appointed agent 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.
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.
(a) 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.
[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, and, if the Trustee is acting as the successor
Servicer pursuant to Section 8.05 or 9.03, its own willful misconduct with
respect to its servicing obligations; provided, however, that:
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(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 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.
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; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default (which
has not been cured), to exercise such of the rights and powers vested in it by
this Agreement, and to 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;
(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
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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 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
(acting in its capacity as Trustee) to expend its own funds.
Section 10.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the authentication
of the Certificates by an authorized signatory of the Trustee) 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 (except that (except as set forth herein) the
Certificates shall be duly and validly executed and authenticated by it) or of
any Mortgage Loan or related document. 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. The Trustee, in its capacity as trustee hereunder,
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 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 greater of (i) 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 0.0080% and (ii) $541.67, 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) except any such expense, disbursement or advance as may arise
from its 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
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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 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 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
101
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required 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
102
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.
[END OF ARTICLE X]
ARTICLE XI
TERMINATION
Section 11.01. Termination. 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 or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan 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 the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans
is less than 10% of the aggregate unpaid Principal Balance of the 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, less any unreimbursed
Advances made with respect to any Mortgage Loan (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 Trust Fund, 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 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 the Trust Fund satisfies the requirement
for a "qualified liquidation" of the Trust Fund within the meaning of Section
860F(a)(4) of the Code and that 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
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 Certificateholders and each
103
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 Certificates will be made upon presentation and
surrender of 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 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 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.
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 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, 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 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 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, 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 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 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 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 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 Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets which remain in the Trust Fund 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
104
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.
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 any REMIC Pool as a REMIC, to avoid or minimize
the risk of imposition of any tax on any REMIC Pool 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 Pool 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
105
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.
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.
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 Chase Manhattan Mortgage Corporation,
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Attention: Structured Finance,
(iii) in the case of the Trustee, Wachovia Bank, N.A., 000 Xxxxx Xxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000-0000, (iv) in the case of Moody's,
Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, (v) 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
(vi) 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 Seller 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 the Seller relating to the Co-op Loans.
[END OF ARTICLE XII]
106
IN WITNESS WHEREOF, the Depositor, the Servicer 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
By: _________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
CHASE MANHATTAN MORTGAGE CORPORATION
By: _________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
WACHOVIA BANK, N.A.,
as Trustee
By: _________________________________
Name: Xxxxxxxxx X. Xxxxx
Title: Assistant Vice President
EXHIBIT A-1
MORTGAGE LOAN SCHEDULE - TOTAL POOL
[INTENTIONALLY OMITTED]
X-0-0
XXXXXXX X-0
MORTGAGE LOAN SCHEDULE - MORTGAGE GROUP ONE
[INTENTIONALLY OMITTED]
X-0-0
XXXXXXX X-0
MORTGAGE LOAN SCHEDULE - MORTGAGE GROUP TWO
[INTENTIONALLY OMITTED]
A-3-1
EXHIBIT A-4
MORTGAGE LOAN SCHEDULE - MORTGAGE GROUP THREE
[INTENTIONALLY OMITTED]
A-4-1
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 (or a lost note affidavit (including a copy
of the original Mortgage Note)) or (II) original consolidation, extension and
modification agreement (or a lost note affidavit (including a copy of the
original consolidation, extension and modification agreement), in either case
endorsed, "Pay to the order of Wachovia Bank, N.A., as trustee, without
recourse."
(B) The original Mortgage (including all riders thereto) with evidence of
recording thereon, or a copy thereof certified by the public recording office in
which such Mortgage has been recorded or, if the original Mortgage has not been
returned from the applicable public recording office, a true certified copy,
certified by the Seller, of the original Mortgage together with a certificate of
the Seller certifying that the original Mortgage has been delivered for
recording in the appropriate public recording office of the jurisdiction in
which the Mortgaged Property is located.
(C) With respect to each Non-MERS Mortgage Loan which is not a Co-op Loan,
the original Assignment of Mortgage to "Wachovia Bank, N.A., as trustee (Chase
Mortgage Finance Corporation)," which assignment shall be in form and substance
acceptable for recording, or a copy certified by the Seller as a true and
correct copy of the original Assignment of Mortgage which has been sent for
recordation. Subject to the foregoing, such assignments may, if 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, 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 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 attorney or other instrument that
authorized and empowered such Person to sign bearing evidence that
B-1
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.
(ii) With respect to each Co-op Loan:
(A) (I) The original Mortgage Note (or a lost note affidavit (including
a copy of the original Mortgage Note)) or (II) original consolidation,
extension and modification agreement (or a lost note affidavit (including
a copy of the original consolidation, extension and modification
agreement)), in either case endorsed "Pay to the order of Wachovia Bank,
N.A., as trustee, without recourse."
(B) The original Mortgage entered into by the Mortgagor with respect to
such Co-op Loan.
(C) The original Assignment of Mortgage to "Wachovia Bank, N.A. as
trustee (Chase Mortgage Finance Corporation."
(D) Original assignments of Mortgage showing a complete chain of
assignment from the originator of the related Co-op Loan to the Seller.
(E) Original Form UCC-1 and any continuation statements with evidence
of filing thereon entered into by the Mortgagor with respect to such Co-op
Loan.
(F) Form UCC-3 (or copy thereof) by the applicable Mortgage Loan Seller
or its agent assigning the security interest covered by such Form UCC-1 to
"Wachovia Bank, N.A. as trustee," together with all Forms UCC-3 (or copies
thereof) showing a complete chain of assignment from the originator of the
related Co-op Loan to the Seller, with evidence of recording thereon.
(G) Stock certificate representing the stock allocated to the related
dwelling unit in the related residential cooperative housing corporation
and pledged by the related Mortgagor to the originator of such Co-op Loan
with a stock power in blank attached.
(H) Original proprietary lease.
(I) Original assignment of proprietary lease, to the Trustee, and all
intervening assignments thereof.
(J) Original recognition agreement of the interests of the mortgagee
with respect to the Co-op Loan by the residential cooperative housing
corporation, the stock of which was pledged by the related Mortgagor to
the originator of such Co-op Loan.
(K) Originals of any assumption, consolidation or modification
agreements relating to any of the items specified in (A) through (F) above
with respect to such Co-op Loan.
B-2
EXHIBIT C
FORM OF CLASS A CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
MORTGAGE FINANCE CORPORATION ("CMFC"), CHASE MANHATTAN MORTGAGE CORPORATION
(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 CMFC, 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 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 TRUSTEE.
CLASS A-_ CERTIFICATE
Number: 03-S8-A-_-1 Original Denomination:
$
Cut-off Date: October 1, 2003 Final Scheduled
Distribution Date: October 25, 2033
First Distribution Date: Aggregate Original Principal
November 25, 2003 Balance of all Class A-_
Certificates: $
Certificate Rate: ___ % CUSIP:
C-1
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 2003-S11
evidencing an ownership interest in distributions allocable to the Class A-_
Certificates with respect to a pool of conventional one-to four-family mortgage
loans formed and sold by
CHASE MORTGAGE FINANCE CORPORATION
Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the Trustee 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.
This certifies that CEDE & CO. is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Original
Denomination of all Class A-_ Certificates) in certain distributions with
respect to a pool of conventional one- to four-family first lien mortgage loans
(the "Mortgage Loans") formed and sold by Chase Mortgage Finance Corporation
(hereinafter called the "Depositor"), and certain other property held in trust
for the benefit of Certificateholders (collectively, the "Trust Fund"). The
Mortgage Loans are serviced by Chase Manhattan Mortgage Corporation (the
"Servicer") and are secured by first mortgages on Mortgaged Properties. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement (the
"Agreement"), dated as of October 1, 2003 among the Depositor, the Servicer and
Wachovia Bank, N.A., as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement.
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
Class A-_ (the "Class A-_ Certificates") 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. Also issued under the Agreement are
Certificates designated as Multi-Class Mortgage Pass-Through Certificates,
Series 2003-S11, Class M Certificates and Class B Certificates. The Class A
Certificates, the Class M Certificates and the Class B Certificates are
collectively referred to herein as the "Certificates."
Pursuant to the terms of the Agreement, the Trustee, or, if a Paying Agent
has been appointed under Section 4.05 of the Agreement thereof, the Paying
Agent, will distribute from funds in the Certificate Account the amount as
described on the reverse hereof 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 November 25, 2003. Such distributions will
be made to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month preceding the month in which
such payment is made, or if such last day is not a Business Day, the Business
Day immediately preceding such last day.
Distributions on this Certificate will be made either by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, or by wire 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 Paying Agent in writing at least 10 Business Days prior to the
first Distribution Date for which distribution by wire
C-2
transfer is to be made, and such Holder's Certificates evidence an aggregate
Original Denomination of not less than $5,000,000 or such Holder holds a 100%
Percentage Interest of such Class. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
or, if a Paying Agent has been appointed under Section 4.05 of the Agreement,
the Paying Agent, of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office of the Trustee,
or, if a Paying Agent has been appointed under Section 4.05 of the Agreement,
the Paying Agent, or agency appointed by the Trustee, or, if a Paying Agent
has been appointed under Section 4.05 of the Agreement the Paying Agent, for
the purpose and specified in such notice of final distribution.
The Trustee 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 Trustee
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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
or, if a Paying Agent has been appointed under Section 4.05 of the Agreement,
the Paying Agent, of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee, or, if a Paying Agent has been appointed under Section 4.05 of
the Agreement, the Paying Agent, for that purpose and specified in such notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.
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 Class A-_ Certificate to
be duly executed.
Dated: CHASE MORTGAGE FINANCE CORPORATION
By:__________________________________
Authorized Office
C-4
Dated: CERTIFICATE OF AUTHENTICATION
This is one of the Class A-_
Certificates referred to
in the within-mentioned
Agreement.
JPMORGAN CHASE BANK
as Authenticating Agent
By:__________________________________
Authorized Signatory
C-5
REVERSE OF CERTIFICATE
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-S11
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
issued in one or more Classes of Class A, Class M and Class B Certificates. The
Class A Certificates evidence in the aggregate the Class A Percentage of
distributions relating to repayments of principal and interest on the Mortgage
Loans. The Class M Certificates evidence in the aggregate the Class M Percentage
of distributions relating to repayments of principal and interest on the
Mortgage Loans. The Class B Certificates evidence in the aggregate the Class B
Percentage of distributions relating to repayments of principal and interest on
the Mortgage Loans.
Following the initial issuance of the Certificates, the Principal Balance of
this Certificate will be different from the Original Denomination shown above.
Anyone acquiring this Certificate may ascertain its current Principal Balance by
inquiry of the Trustee.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not 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.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Trustee will cause to be kept at its Agency & Trust Office in New York,
New York, or at the office of any Paying Agent appointed under the Agreement, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee (or any Paying Agent, as the case may be) 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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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.
No service charge will be made to the Holder for any transfer or exchange of
the Certificate, but the Trustee, or, if a Paying Agent has been appointed under
Section 4.05 of the Agreement, 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 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, without the consent of any of the Certificateholders,
to cure any ambiguity, to correct or supplement any provisions therein which may
be inconsistent with the other provisions therein, to ensure
C-6
continuing treatment of each REMIC (as hereinafter defined) included in the
Trust Fund as a REMIC, or to make any other provisions with respect to matters
or questions arising under the Agreement which are not materially inconsistent
with the provisions of the Agreement, provided that such action does not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder or cause any REMIC included in the
Trust Fund to fail to qualify as a REMIC.
The 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 Interests of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (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 of the Agreement, without the
consent of the Holders of all Certificates of such Class then outstanding.
The Agreement provides that the Trust Fund will elect to be treated as
multiple "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC"). The Class A Certificates (other than the Class A-R
Certificate), the Class M Certificates and the Class B Certificates will
constitute "regular interests" in a REMIC. The Class A-R Certificate will
constitute the sole class of "residual interest" in each of the REMICs.
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 or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan 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 the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans
is less than 10% of the aggregate unpaid Principal Balance of the Mortgage Loans
on the Cut-off Date, so long as the Servicer deposits or causes to be deposited
in the applicable Collection Account during the Principal Prepayment Period
related to such Distribution Date (and provides notice to the Trustee of its
intention to so deposit on or before the 20th day of such Principal Prepayment
Period) an amount equal to the Purchase Price for each Outstanding Mortgage
Loan, less any unreimbursed Advances made with respect to any Mortgage Loan
(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 Trust Fund,
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 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.
C-7
[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-8
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.
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
MORTGAGE FINANCE CORPORATION ("CMFC"), CHASE MANHATTAN MORTGAGE CORPORATION
(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 CMFC, 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 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 TRUSTEE.
CLASS M CERTIFICATE
Number: 03-S8-M-1 Original Denomination:
$
Cut-off Date: October 1, 2003 Final Scheduled
Distribution Date: October 25, 2033
First Distribution Date: Aggregate Original Principal
November 25, 2003 Balance of all Class M
Certificates: $
Certificate Rate:___% CUSIP:
D-1
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 2003-S11
evidencing an ownership interest in distributions allocable to the Class M
Certificates with respect to a pool of conventional one- to four-family
mortgage loans formed and sold by
CHASE MORTGAGE FINANCE CORPORATION
Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the Trustee 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.
This certifies that CEDE & CO. is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Original
Denomination of all Class M Certificates) in certain distributions with respect
to a pool of conventional one- to four-family first lien mortgage loans (the
"Mortgage Loans") formed and sold by Chase Mortgage Finance Corporation
(hereinafter called the "Depositor"), and certain other property held in trust
for the benefit of Certificateholders (collectively, the "Trust Fund"). The
Mortgage Loans are serviced by Chase Manhattan Mortgage Corporation (the
"Servicer") and are secured by first mortgages on Mortgaged Properties. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement (the
"Agreement"), dated as of October 1, 2003 among the Depositor, the Servicer and
Wachovia Bank, N.A., as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement.
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
Class M (the "Class M Certificates") 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. Also issued under the Agreement are Certificates
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
Class A Certificates and Class B Certificates. The Class A Certificates are
senior to, and the Class B Certificates are subordinate to, the Class M
Certificates in right of payment to the extent described herein and in the
Agreement. The Class A Certificates, the Class M Certificates and the Class B
Certificates are collectively referred to herein as the "Certificates." Amounts
properly distributed to the Class M Certificateholders pursuant to the Agreement
will be deemed released from the Trust Fund, and the Class M Certificateholders
will not in any event be required to refund any such distributed amounts.
Pursuant to the terms of the Agreement, the Trustee, or, if a Paying Agent
has been appointed under Section 4.05 of the Agreement thereof, the Paying
Agent, will distribute from funds in the Certificate Account the amount as
described on the reverse hereof 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 November 25, 2003. Such distributions will
be made to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month preceding the month in which
such payment is made, or if such last day is not a Business Day, the Business
Day immediately preceding such last day.
D-2
Distributions on this Certificate will be made either by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, or by wire 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 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 evidence an aggregate Original Denomination of
not less than $5,000,000 or such Holder holds a 100% Percentage Interest of such
Class. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee, or, if a Paying Agent has been
appointed under Section 4.05 of the Agreement, the Paying Agent, of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office of the Trustee, or, if a Paying Agent has been
appointed under Section 4.05 of the Agreement, the Paying Agent, or agency
appointed by the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, the Paying Agent, for the purpose and specified in such
notice of final distribution.
The Trustee 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 Trustee
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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
or, if a Paying Agent has been appointed under Section 4.05 of the Agreement,
the Paying Agent, of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee, or, if a Paying Agent has been appointed under Section 4.05 of
the Agreement, the Paying Agent, for that purpose and specified in such notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.
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-3
IN WITNESS WHEREOF, the Depositor has caused this Class M Certificate to be
duly executed.
Dated: CHASE MORTGAGE FINANCE
CORPORATION
By:__________________________________
Authorized Officer
D-4
Dated: CERTIFICATE OF AUTHENTICATION
This is one of the Class M
Certificates referred to
in the within-mentioned
Agreement.
JPMORGAN CHASE BANK
as Authenticating Agent
By:__________________________________
Authorized Signatory
D-5
REVERSE OF CERTIFICATE
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-S11
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
issued in one or more Classes of Class A, Class M and Class B Certificates. The
Class A Certificates evidence in the aggregate the Class A Percentage of
distributions relating to repayments of principal and interest on the Mortgage
Loans. The Class M Certificates evidence in the aggregate the Class M Percentage
of distributions relating to repayments of principal and interest on the
Mortgage Loans. The Class B Certificates evidence in the aggregate the Class B
Percentage of distributions relating to repayments of principal and interest on
the Mortgage Loans.
Following the initial issuance of the Certificates, the Principal Balance of
this Certificate will be different from the Original Denomination shown above.
Anyone acquiring this Certificate may ascertain its current Principal Balance by
inquiry of the Trustee.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not 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.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Trustee will cause to be kept at its Agency & Trust Office in New York,
New York, or at the office of any Paying Agent appointed under the Agreement, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee (or any Paying Agent, as the case may be) 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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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.
No service charge will be made to the Holder for any transfer or exchange of
the Certificate, but the Trustee, or, if a Paying Agent has been appointed under
Section 4.05 of the Agreement, 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 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, without the consent of any of the Certificateholders,
to cure any ambiguity, to correct or supplement any provisions therein which may
be inconsistent with the other provisions therein, to ensure
D-6
continuing treatment of each REMIC (as hereinafter defined) included in the
Trust Fund as a REMIC, or to make any other provisions with respect to matters
or questions arising under the Agreement which are not materially inconsistent
with the provisions of the Agreement, provided that such action does not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder or cause any REMIC included in the
Trust Fund to fail to qualify as a REMIC.
The 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 Interests of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (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 of the Agreement, without the
consent of the Holders of all Certificates of such Class then outstanding.
The Agreement provides that the Trust Fund will elect to be treated as
multiple "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC"). The Class A Certificates (other than the Class A-R
Certificate), the Class M Certificates and the Class B Certificates will
constitute "regular interests" in a REMIC. The Class A-R Certificate will
constitute the sole class of "residual interest" in each of the REMICs.
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 or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan 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 the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans
is less than 10% of the aggregate unpaid Principal Balance of the Mortgage Loans
on the Cut-off Date, so long as the Servicer deposits or causes to be deposited
in the applicable Collection Account during the Principal Prepayment Period
related to such Distribution Date (and provides notice to the Trustee of its
intention to so deposit on or before the 20th day of such Principal Prepayment
Period) an amount equal to the Purchase Price for each Outstanding Mortgage
Loan, less any unreimbursed Advances made with respect to any Mortgage Loan
(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 Trust Fund,
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 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.
D-7
[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-8
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 AND THE CLASS OR CLASSES OF CLASS B
CERTIFICATES OF A LOWER NUMERICAL DESIGNATION AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 CLASS B-_ CERTIFICATE HAS NOT BEEN 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 CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
MORTGAGE FINANCE CORPORATION ("CMFC"), CHASE MANHATTAN MORTGAGE CORPORATION
(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 CMFC, 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 TRUSTEE SHALL HAVE
RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS
CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE
BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR MATERIALLY
SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
(A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY PURCHASING ANY CERTIFICATE ON
BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR
WITH ASSETS OF A PLAN OR, IN THE CASE OF AN INSURANCE COMPANY, THE ASSETS OF
ANY SEPARATE ACCOUNTS TO EFFECT SUCH ACQUISITION OR (B) SUCH TRANSFEREE IS AN
INSURANCE COMPANY AND THE SOURCE OF FUNDS FOR THE PURCHASE OF THE CERTIFICATES
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" WITHIN THE MEANING OF SECTION V(E)
UNDER PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED.
REG. 35925 (JULY 12, 1995), AND THE PURCHASE AND HOLDING OF THE CERTIFICATES
are COVERED BY SECTIONS I AND III UNDER PTCE 95-60, OR (ii) IF THIS
CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO
TITLE I OF ERISA, OR SECTION 4975 OF THE CODE OR SIMILAR LAW (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR
ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL ACCEPTABLE
E-1
TO THE DEPOSITOR TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR REGULATIONS SET FORTH IN 29
C.F.R. ss.2510.3-101 or TO BE SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR THE
CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE
OR SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE SERVICER, THE COMPANY OR
ANY OF THEIR AFFILIATES TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW)
RELATING TO THE CERTIFICATES, WHICH OPINION OF COUNSEL OR OTHER REPRESENTATION
SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE SERVICER.]
[Include only if ERISA restricted certificate.]
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 TRUSTEE.
CLASS B-_ CERTIFICATE
Number: 03-S8-B-_-1 Original Denomination:
$
Cut-off Date: October 1, 2003 Final Scheduled
Distribution Date: October 25, 2033
First Distribution Date: Aggregate Original Principal
November 25, 2003 Balance of all Class B-
Certificates: $
Certificate Rate:___% CUSIP:
E-2
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 2003-S11
evidencing an ownership interest in distributions allocable to the Class B-_
Certificates with respect to a pool of conventional one- to four-family
mortgage loans formed and sold by
CHASE MORTGAGE FINANCE CORPORATION
This certifies that________________is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Original
Denomination of all Class B-_ Certificates) in certain distributions with
respect to a pool of conventional one- to four-family first lien mortgage loans
(the "Mortgage Loans") formed and sold by Chase Mortgage Finance Corporation
(hereinafter called the "Depositor"), and certain other property held in trust
for the benefit of Certificateholders (collectively, the "Trust Fund"). The
Mortgage Loans are serviced by Chase Manhattan Mortgage Corporation (the
"Servicer") and are secured by first mortgages on Mortgaged Properties. The
Trust Fund was created pursuant to a Pooling and Servicing Agreement (the
"Agreement"), dated as of October 1, 2003 among the Depositor, the Servicer and
Wachovia Bank, N.A., as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement.
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
Class B-_ (the "Class B-_ Certificates") 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. Also issued under the Agreement are
Certificates designated as Multi-Class Mortgage Pass-Through Certificates,
Series 2003-S11, Class A Certificates and Class M Certificates. The rights of
the Class B-_ Certificateholders to receive distributions in respect of the
Class B Certificates on any Distribution Date are subordinated to the rights of
the Class A Certificateholders, Class M Certificateholders and the holders of
Class B Certificates of a lower numerical designation to receive distributions
in respect of the Class A, Class M and such classes of Class B Certificates to
the extent, and only to the extent, set forth in the Agreement. The Class A
Certificates, the Class M Certificates and the Class B Certificates are
collectively referred to herein as the "Certificates." Amounts properly
distributed to the Class B Certificateholders pursuant to the Agreement will be
deemed released from the Trust Fund, and the Class B Certificateholders will not
in any event be required to refund any such distributed amounts.
Pursuant to the terms of the Agreement, the Trustee, or, if a Paying Agent
has been appointed under Section 4.05 of the Agreement thereof, the Paying
Agent, will distribute from funds in the Certificate Account the amount as
described on the reverse hereof 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 November 25, 2003. Such distributions will
be made to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month preceding the month in which
such payment is made, or if such last day is not a Business Day, the Business
Day immediately preceding such last day.
Distributions on this Certificate will be made either by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, or by wire 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 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 evidence an aggregate Original Denomination of
not
E-3
less than $5,000,000 or such Holder holds a 100% Percentage Interest of such
Class. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee, or, if a Paying Agent has been
appointed under Section 4.05 of the Agreement, the Paying Agent, of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office of the Trustee, or, if a Paying Agent has been
appointed under Section 4.05 of the Agreement, the Paying Agent, or agency
appointed by the Trustee, or, if a Paying Agent has been appointed under
Section 4.05 of the Agreement, the Paying Agent, for the purpose and specified
in such notice of final distribution.
The Trustee 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 Trustee
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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
or, if a Paying Agent has been appointed under Section 4.05 of the Agreement,
the Paying Agent, of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee, or, if a Paying Agent has been appointed under Section 4.05 of
the Agreement, the Paying Agent, for that purpose and specified in such notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.
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 Class B-_ Certificate to
be duly executed.
CHASE MORTGAGE FINANCE
Dated: CORPORATION
By:__________________________________
Authorized Officer
E-5
Dated: CERTIFICATE OF AUTHENTICATION
This is one of the Class B-_
Certificates referred to
in the within-mentioned
Agreement.
JPMORGAN CHASE BANK
as Authenticating Agent
By:__________________________________
Authorized Signatory
E-6
REVERSE OF CERTIFICATE
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-S11
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
issued in one or more Classes of Class A, Class M and Class B Certificates. The
Class A Certificates evidence in the aggregate the Class A Percentage of
distributions relating to repayments of principal and interest on the Mortgage
Loans. The Class M Certificates evidence in the aggregate the Class M Percentage
of distributions relating to repayments of principal and interest on the
Mortgage Loans. The Class B Certificates evidence in the aggregate the Class B
Percentage of distributions relating to repayments of principal and interest on
the Mortgage Loans.
Following the initial issuance of the Certificates, the Principal Balance of
this Certificate will be different from the Original Denomination shown above.
Anyone acquiring this Certificate may ascertain its current Principal Balance by
inquiry of the Trustee.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not 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.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Trustee will cause to be kept at its Agency & Trust Office in New York,
New York, or at the office of any Paying Agent appointed under the Agreement, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee (or any Paying Agent, as the case may be) 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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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.
No service charge will be made to the Holder for any transfer or exchange of
the Certificate, but the Trustee, or, if a Paying Agent has been appointed under
Section 4.05 of the Agreement, 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 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, without the consent of any of the Certificateholders,
to cure any ambiguity, to correct or supplement any provisions therein which may
be inconsistent with the other provisions therein, to ensure
E-7
continuing treatment of each REMIC (as hereinafter defined) included in the
Trust Fund as a REMIC, or to make any other provisions with respect to matters
or questions arising under the Agreement which are not materially inconsistent
with the provisions of the Agreement, provided that such action does not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder or cause any REMIC included in the
Trust Fund to fail to qualify as a REMIC.
The 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 Interests of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (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 of the Agreement, without the
consent of the Holders of all Certificates of such Class then outstanding.
The Agreement provides that the Trust Fund will elect to be treated as
multiple "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC"). The Class A Certificates (other than the Class A-R
Certificate), the Class M Certificates and the Class B Certificates will
constitute "regular interests" in a REMIC. The Class A-R Certificate will
constitute the sole class of "residual interest" in each of the REMICs.
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 or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan 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 the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans
is less than 10% of the aggregate unpaid Principal Balance of the Mortgage Loans
on the Cut-off Date, so long as the Servicer deposits or causes to be deposited
in the applicable Collection Account during the Principal Prepayment Period
related to such Distribution Date (and provides notice to the Trustee of its
intention to so deposit on or before the 20th day of such Principal Prepayment
Period) an amount equal to the Purchase Price for each Outstanding Mortgage
Loan, less any unreimbursed Advances made with respect to any Mortgage Loan
(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 Trust Fund,
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 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.
E-8
[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-9
EXHIBIT F
FORM OF CLASS A-R CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
MORTGAGE FINANCE CORPORATION ("CMFC"), CHASE MANHATTAN MORTGAGE CORPORATION
(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 CMFC, 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 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 OR
SECTION 4975 OF THE CODE OR MATERIALLY SIMILAR PROVISIONS OF APPLICABLE
FEDERAL, STATE OR LOCAL LAW (A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
PURCHASING ANY CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF OR WITH ASSETS OF A PLAN.
TRANSFERABILITY OF THIS CERTIFICATE IS RESTRICTED UNDER THE PROVISIONS OF
SECTION 4.02 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 TRUSTEE.
CLASS A-R CERTIFICATE
Number: 03-S8-A-R-1 Original Denomination:
$100.00
Cut-off Date: October 1, 2003 Final Scheduled
Distribution Date: October 25, 2033
First Distribution Date: Aggregate Original Principal
November 25, 2003
Balance of Class A-R
Certificate: $100.00
Certificate Rate: _____% CUSIP:
F-1
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
Series 2003-S11
evidencing an ownership interest in distributions allocable to the Class A-R
Certificate with respect to a pool of conventional one- to four-family
mortgage loans formed and sold by
CHASE MORTGAGE FINANCE CORPORATION
This certifies that ________________ is the registered owner of the
ownership interest (the "Ownership Interest") evidenced by this Certificate in
certain distributions with respect to a pool of conventional one- to four-
family first lien mortgage loans (the "Mortgage Loans") formed and sold by Chase
Mortgage Finance Corporation (hereinafter called the "Depositor"), and certain
other property held in trust for the benefit of Certificateholders
(collectively, the "Trust Fund"). The Mortgage Loans are serviced by Chase
Manhattan Mortgage Corporation (the "Servicer") and are secured by first
mortgages on Mortgaged Properties. The Trust Fund was created pursuant to a
Pooling and Servicing Agreement (the "Agreement"), dated as of October 1, 2003
among the Depositor, the Servicer and Wachovia Bank, N.A., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
Class A-R (the "Class A-R Certificate") 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. Also issued under the Agreement are
Certificates designated as Multi-Class Mortgage Pass-Through Certificates,
Series 2003-S11, Class M Certificates and Class B Certificates. The Class A
Certificates, the Class M Certificates and the Class B Certificates are
collectively referred to herein as the "Certificates."
Pursuant to the terms of the Agreement, the Trustee, or, if a Paying Agent
has been appointed under Section 4.05 of the Agreement thereof, the Paying
Agent, will distribute from funds in the Certificate Account the amount as
described on the reverse hereof 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 November 25, 2003. Such distributions will
be made to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month preceding the month in which
such payment is made, or if such last day is not a Business Day, the Business
Day immediately preceding such last day.
Distributions on this Certificate will be made either by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, or by wire 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 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 evidence an aggregate Original Denomination of
not less than $5,000,000 or such Holder holds a 100% Percentage Interest of such
Class. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee, or, if a Paying Agent has been
appointed under Section 4.05 of the Agreement, the Paying Agent, of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office of the Trustee, or, if a Paying Agent has been
appointed under Section 4.05 of the Agreement, the Paying Agent, or agency
appointed by the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, the Paying Agent, for the purpose and specified in such
notice of final distribution.
F-2
The Trustee 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 Trustee
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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
or, if a Paying Agent has been appointed under Section 4.05 of the Agreement,
the Paying Agent, of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee, or, if a Paying Agent has been appointed under Section 4.05 of
the Agreement, the Paying Agent, for that purpose and specified in such notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.
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 Class A-R Certificate to
be duly executed.
Dated: CHASE MORTGAGE FINANCE
CORPORATION
By:__________________________________
Authorized Officer
F-4
Dated:
CERTIFICATE OF AUTHENTICATION
This is the Class A-R
Certificate referred to
in the within-mentioned
Agreement.
JPMORGAN CHASE BANK
as Authenticating Agent
By:__________________________________
Authorized Signatory
F-5
REVERSE OF CERTIFICATE
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2003-S11
This Certificate is one of a duly authorized issue of Certificates,
designated as Multi-Class Mortgage Pass-Through Certificates, Series 2003-S11,
issued in one or more Classes of Class A, Class M and Class B Certificates. The
Class A Certificates evidence in the aggregate the Class A Percentage of
distributions relating to repayments of principal and interest on the Mortgage
Loans. The Class M Certificates evidence in the aggregate the Class M Percentage
of distributions relating to repayments of principal and interest on the
Mortgage Loans. The Class B Certificates evidence in the aggregate the Class B
Percentage of distributions relating to repayments of principal and interest on
the Mortgage Loans.
Following the initial issuance of the Certificates, the Principal Balance of
this Certificate will be different from the Original Denomination shown above.
Anyone acquiring this Certificate may ascertain its current Principal Balance by
inquiry of the Trustee.
The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not 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.
This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.
The Trustee will cause to be kept at its Agency & Trust Office in New York,
New York, or at the office of any Paying Agent appointed under the Agreement, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee (or any Paying Agent, as the case may be) 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 Trustee, or, if a Paying Agent has been appointed
under Section 4.05 of the Agreement, the Paying Agent, maintained for such
purpose, the Trustee, or, if a Paying Agent has been appointed under Section
4.05 of the Agreement, 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.
No service charge will be made to the Holder for any transfer or exchange of
the Certificate, but the Trustee, or, if a Paying Agent has been appointed under
Section 4.05 of the Agreement, 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 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, without the consent of any of the Certificateholders,
to cure any ambiguity, to correct or supplement any provisions therein which may
be inconsistent with the other provisions therein, to ensure
F-6
continuing treatment of each REMIC (as hereinafter defined) included in the
Trust Fund as a REMIC, or to make any other provisions with respect to matters
or questions arising under the Agreement which are not materially inconsistent
with the provisions of the Agreement, provided that such action does not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder or cause any REMIC included in the
Trust Fund to fail to qualify as a REMIC.
The 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 Interests of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (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 of the Agreement, without the
consent of the Holders of all Certificates of such Class then outstanding.
The Agreement provides that the Trust Fund will elect to be treated as
multiple "real estate mortgage investment conduits" for federal income tax
purposes (each, a "REMIC"). The Class A Certificates (other than the Class A-R
Certificate), the Class M Certificates and the Class B Certificates will
constitute "regular interests" in a REMIC. The Class A-R Certificate will
constitute the sole class of "residual interest" in each of the REMICs.
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 or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan 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 the aggregate unpaid Principal Balance of all Outstanding Mortgage Loans
is less than 10% of the aggregate unpaid Principal Balance of the Mortgage Loans
on the Cut-off Date, so long as the Servicer deposits or causes to be deposited
in the applicable Collection Account during the Principal Prepayment Period
related to such Distribution Date (and provides notice to the Trustee of its
intention to so deposit on or before the 20th day of such Principal Prepayment
Period) an amount equal to the Purchase Price for each Outstanding Mortgage
Loan, less any unreimbursed Advances made with respect to any Mortgage Loan
(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 Trust Fund,
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 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.
F-7
[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-8
EXHIBIT G
FORM OF TRUSTEE CERTIFICATION
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Re: Pooling and Servicing Agreement dated as of October 1, 2003
among Chase Mortgage Finance Corporation, Chase Manhattan
Mortgage Corporation as servicer and Wachovia Bank, N.A., as
trustee, Multi-Class Mortgage Pass-Through Certificates, Series
2003-S11
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that [, except as set
forth in Schedule A hereto,] as to each Mortgage Loan listed in the Mortgage
Loan Schedule attached hereto (other than any Mortgage Loan paid in full or
listed on the attachment hereto) it has reviewed the Mortgage File and the
Mortgage Loan Schedule and has determined that:
(ii) All documents in the Mortgage File required to be delivered to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement are in its possession;
(iii) In connection with each Mortgage Loan or Assignment thereof as
to which documentary evidence of recording was not received on the Closing
Date, it has received evidence of such recording; and
(iv) Such documents have been reviewed by it and such documents do not
contain any material omissions or defects within the meaning of Section
2.01 or 2.02.
The Trustee further certifies that as to each Mortgage Loan, the Trustee
holds the Mortgage Note without any Responsible Officer of the Trustee having
received written notice (a) of any adverse claims, liens or encumbrances, (b)
that any Mortgage Note was overdue or has been dishonored, (c) of evidence on
the face of any Mortgage Note or Mortgage of any security interest therein, or
(d) of any defense against or claim to the Mortgage Note by any other party.
The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond confirming (i) that the Mortgage Loan number and
the name of the Mortgagor in each Mortgage File conform to the respective
Mortgage Loan number and name listed on the Mortgage Loan Schedule and (ii) the
existence in each Mortgage File of each of the documents listed in subparagraphs
(i)(A) through (G), inclusive, of Section 2.01 in the Agreement. The Trustee
makes no representations or warranties as to the validity, legality,
sufficiency, enforceability or genuineness of any of the documents contained in
each Mortgage Loan or the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Pooling and Servicing Agreement.
G-1
WACHOVIA BANK, N.A., as Trustee
By:__________________________________
Name:________________________________
Title:_______________________________
G-2
EXHIBIT H
FORM OF INVESTMENT LETTER
(Accredited Investor)
[DATE]
Chase Manhattan Mortgage Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
JPMorgan Chase Bank
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wachovia Bank, N.A., as trustee
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: Chase Mortgage Finance Corporation Multi-Class Mortgage Pass-
Through Certificates, Series 2003-S11, [Class B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ________________
_________ (the "Transferor") $_______ by original principal balance (the
"Transferred Certificates") of Multi-Class Mortgage Pass-Through Certificates,
Series 2003-S11, [Class B- ] (the "Certificates"), issued pursuant to a pooling
and servicing agreement, dated as of October 1, 2003 (the "Pooling and Servicing
Agreement"), among Chase Mortgage Finance Corporation (the "Depositor"), Chase
Manhattan Mortgage Corporation ("CMMC"), as servicer, and Wachovia Bank, 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 EITHER (i) A REPRESENTATION
LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH
TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") OR MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE
OR LOCAL LAW ("SIMILAR LAW") (A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
PURCHASING ANY CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF OR WITH ASSETS OF A PLAN OR, IN THE CASE
OF AN INSURANCE COMPANY, THE ASSETS OF ANY SEPARATE ACCOUNTS TO EFFECT
SUCH ACQUISITION OR (B) is an insurance company and THE SOURCE OF FUNDS
FOR THE PURCHASE OF THE CERTIFICATES IS AN "INSURANCE COMPANY GENERAL
ACCOUNT" WITHIN THE MEANING OF SECTION V(e) OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995),
AND THE PURCHASE AND HOLDING OF THE CERTIFICATES IS COVERED under SECTIONS
i AND III of PTCE 95-60, OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PLAN SUBJECT TO TITLE I OF ERISA, OR SECTION
4975 OF THE CODE OR SIMILAR LAW (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON
WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, AN
OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE and HOLDING OF THIS
CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED
TO BE "PLAN ASSETS" PURSUANT TO THE DEPARTMENT OF LABOR REGULATIONS SET
FORTH IN 29 C.F.R. ss.2510.3-101 AND TO BE SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA OR THE CODE OR
H-2
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE
CODE OR SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE SERVICER, THE
DEPOSITOR OR ANY OF THEIR AFFILIATES TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE
CODE OR SIMILAR LAW) RELATING TO THE CERTIFICATES, WHICH OPINION OF
COUNSEL OR OTHER REPRESENTATION 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. [This paragraph may be deleted if the Purchaser provides the Opinion of
Counsel referred to in clause (ii) of Section 4.02(d) of the Pooling and
Servicing Agreement or if the Purchaser is purchasing an ERISA Restricted
Certificate.] The Purchaser either (A) is not an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or a plan within the meaning of Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") or any materially similar
provisions of applicable federal, state or local law (each, a "Plan"), and is
not directly or indirectly purchasing any Certificate on behalf of, as
investment manager of, as named fiduciary of, as trustee of or with assets of a
Plan or directly or indirectly purchasing any certificates with the assets of
any insurance company separate account or (B) is an insurance company and the
source of funds for the purchase of the certificates is an "insurance company
general account" within the meaning of Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925
---------------
*/ Not required of a broker/dealer purchaser.
H-3
(July 12, 1995), and the purchase and holding of the Certificates is covered by
Sections I and III under PTCE 95-60.
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.
Very truly yours,
[PURCHASER]
By:__________________________________
Name:________________________________
Title:_______________________________
H-4
EXHIBIT I
FORM OF RULE 144A INVESTMENT LETTER
(Qualified Institutional Buyer)
[DATE]
Chase Manhattan Mortgage Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
JPMorgan Chase Bank
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wachovia Bank, N.A. as trustee
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: Chase Mortgage Finance Corporation, Multi-Class Mortgage Pass-
Through Certificates, Series 2003-S11, [Class B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
_________________________ (the "Transferor") $_______ by original principal
balance (the "Transferred Certificates") of Multi-Class Mortgage Pass-Through
Certificates, Series 2003-S11, [Class B-] (the "Certificates"), issued pursuant
to a pooling and servicing agreement, dated as of October 1, 2003 (the "Pooling
and Servicing Agreement"), among Chase Mortgage Finance Corporation (the
"Depositor"), Chase Manhattan Mortgage Corporation ("CMMC"), as servicer (the
"Servicer"), and Wachovia Bank, 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) we are not an employee
benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or a plan within the meaning of
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any retirement plan or other employee benefit plan subject to any federal, state
or local law materially similar to the foregoing provisions of ERISA or the Code
(each, a "Plan"), nor are we directly or indirectly purchasing any Certificate
on behalf of, as investment manager of, as named fiduciary of, as trustee of or
with assets of a Plan or directly or indirectly purchasing any certificates with
the assets of any insurance company separate account or alternatively, if we are
an insurance company, the source of funds for the purchase of the certificates
is an "insurance company general account" within the meaning of Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), and the purchase and holding of the Certificates is covered by
Sections I and III under PTCE 95-60, (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.
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
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.
____ 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.
____ 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.
____ 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.
____ Broker-dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
____ Insurance Company. The Buyer is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks
---------------
* 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
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.
____ 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.
____ 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.
____ Investment Advisor. The Buyer is an investment advisor
registered under the Investment Advisors Act of 1940, as
amended.
____ 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.
____ 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.
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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 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:________________________________
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ANNEX 2
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.
____ 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).
____ 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 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.
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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 Chase Manhattan Mortgage
Corporation, (the "Company") and _____________________ (the "Purchaser").
PRELIMINARY STATEMENT
__________________ (the "Owner") is the holder of the entire interest in
Chase Mortgage Finance Corporation Multi-Class Mortgage Pass-Through
Certificates, Series 2003-S11, 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 October 1, 2003 (the "Pooling and Servicing Agreement") among Chase
Mortgage Finance Corporation, (the "Company"), Chase Manhattan Mortgage
Corporation as servicer thereunder (the "Servicer") and Wachovia Bank, 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 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 Moody's Investors
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Service, Inc. ("Moody's") or at least D-1 by Standard & Poor's, a division of
The XxXxxx-Xxxx Companies, Inc. ("S&P") 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 S&P 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 S&P 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
Mortgage Loan (after adjustment for all withdrawals and deposits pursuant to
this subsection) shall be released to the Purchaser.
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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 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
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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 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.
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
J-6
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 "Chase Manhattan Mortgage
Corporation, as Servicer, for the benefit of registered holders of Chase
Mortgage Finance Corporation Multi-Class Mortgage Pass-Through Certificates,
Series 2003-S11, 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 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.
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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.
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:
J-8
in the case of the Company,
Chase Manhattan Mortgage Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 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 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.
J-9
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.
J-10
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.
CHASE MANHATTAN MORTGAGE
CORPORATION
By:__________________________________
Name:________________________________
Title:_______________________________
_____________________________________
By:__________________________________
Name:________________________________
Title:_______________________________
J-11
EXHIBIT K
FORM OF TRANSFEREE'S LETTER
CHASE MORTGAGE FINANCE CORPORATION SERIES 2003-S12
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
JPMorgan Chase Bank
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wachovia Bank, N.A., as trustee
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Ladies and Gentlemen:
We propose to purchase Chase Mortgage Finance Corporation's Multi-Class
Mortgage Pass-Through Certificates, Series 2003-S11, Class A-R, described in the
Prospectus Supplement, dated October 24, 2003 and Prospectus, dated June 24,
2003.
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") or
Section 4975 of the Code or materially similar provisions or applicable federal,
state or local law, nor a person acting on behalf of any such plan or using the
assets of such plan.
K-1
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:*/
______ The Class A-R Certificate will be registered in our name.
______ 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 Chase Manhattan Mortgage Corporation as our fiduciary
to act as the tax matters person for the Series 2003-S11 REMIC.
---------------
*/ Check appropriate box and if necessary fill in the name of the
Transferee's nominee.
K-2
Very truly yours,
[PURCHASER]
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 2003-S11, 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
K-4
the present value of the anticipated tax savings associated with
holding such residual interest as the related REMIC generates losses.
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.
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;
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
K-5
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).
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 2003-S11, 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 TRANSFEROR'S LETTER
CHASE MORTGAGE FINANCE CORPORATION SERIES 2003-S11
[DATE]
JPMorgan Chase Bank
Global Trust Services
Four Xxx Xxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wachovia Bank, N.A., as trustee
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
We propose to transfer to ___________________ (the "Transferee") Chase
Mortgage Finance Corporation's Multi-Class Mortgage Pass-Through Certificates,
Series 2003-S11, Class A-R, described in the Prospectus Supplement, dated
October 24, 2003 and Prospectus, dated June 24, 2003. 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: Wachovia Bank, N.A., as trustee
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: Pooling and Servicing Agreement, dated as of October 1, 2003,
by and among Chase Mortgage Finance Corporation, Chase
Manhattan Mortgage Corporation and Wachovia Bank, N.A. relating
to the issuance of the Series 2003-S11 Multi-Class Mortgage
Pass-Through Certificates
In connection with the administration of the Mortgage Loans held by you, as
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 signer)
Issuer:______________________________
Address:_____________________________
_____________________________________
Date:________________________________
L-1
Trustee
-------
Wachovia Bank, N.A.
Please acknowledge the execution of the above request by your signature and
date below:
_____________________________________
Signature Date
Documents returned to Trustee:
_____________________________________
Trustee Date
L-2
EXHIBIT M
TRANSFEREE ERISA REPRESENTATION LETTER
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Re: Chase Mortgage Finance Corporation, Multi-Class Mortgage Pass-
Through Certificates, Series 2003-S11, [Class M] [Class B- ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
_________________________ (the "Transferor") $_______ by original principal
balance (the "Transferred Certificate") of Multi-Class Mortgage Pass-Through
Certificates, Series 2003-S11, [Class M] [Class B-__] (the "Certificates"),
issued pursuant to a pooling and servicing agreement, dated as of October 1,
2003 (the "Pooling and Servicing Agreement"), among Chase Mortgage Finance
Corporation (the "Depositor"), Chase Manhattan Mortgage Corporation ("CMMC"), as
servicer (the "Servicer") and Wachovia Bank, 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, we hereby certify, represent and warrant to, and covenant
with, the Depositor that:
(a) we are not an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code")
or materially similar provisions of applicable federal, state or local
law, nor a person acting on behalf of any such plan or using the assets of
such plan, or, alternatively, in the case of an insurance company, the
assets of any separate accounts to effect such acquisition, or
alternatively, or (b) we are an insurance company and the source of funds
for the purchase of such Transferred Certificate is an "insurance company
general account" within the meaning of Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July
12, 1995), and the acquisition and holding of such Transferred Certificate
is covered by Sections I and III under PTCE 95-60.
We agree to indemnify the Trustee, the Servicer and the Depositor against
any liability that may result from any misrepresentation made herein.
M-1
Very truly yours,
[PURCHASER]
By:__________________________________
Name:________________________________
Title:_______________________________
M-2
EXHIBIT N
FORM OF OFFICER'S CERTIFICATE (SERVICER)
[DATE]
Chase Mortgage Finance Corporation
000 Xxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000
Re: Chase Mortgage Finance Corporation, Multi-Class Mortgage Pass-
Through Certificates, Series 2003-S11
Ladies and Gentlemen:
Chase Manhattan Mortgage Corporation ("CMMC"), as servicer hereby certifies to
the Depositor that:
1. Based on our knowledge, the information prepared by CMMC and relating
to the mortgage loans serviced by CMMC and provided by CMMC to the
Depositor or the Trustee in its reports to the Depositor or the Trustee is
accurate and complete in all material respects as of the last day of the
period covered by such report;
2. Based on our knowledge, the servicing information required to be
provided to the Depositor or the Trustee by CMMC pursuant to the Agreement
has been provided to the Depositor or the Trustee;
3. Based upon the review required under the Agreement, and except as
disclosed in its reports, CMMC as of the last day of the period covered by
such reports has fulfilled its obligations under the Agreement; and
4. CMMC has disclosed to its independent auditor, who issues the
independent auditor's report on the Uniform Single Attestation Program for
Mortgage Bankers for CMMC, any significant deficiencies relating to CMMC's
compliance with minimum servicing standards.
Very truly yours,
CHASE MANHATTAN MORTGAGE CORPORATION
By:__________________________________
Name:________________________________
Title:_______________________________
N-1
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 JPMorgan Chase Bank has been appointed
the paying agent (the "Paying Agent") by Chase Manhattan Mortgage Corporation.
I, [Name of Officer], a vice president of JPMorgan Chase Bank, hereby certify to
you that:
1. I have reviewed all reports on Form 8-K containing distribution or
servicing reports filed in respect of periods included in the year covered
by the annual report, of each of the trusts created pursuant to each
Agreement;
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.
JPMORGAN CHASE BANK
By:__________________________________
Name:________________________________
Title:_______________________________
O-1
