CHASE MORTGAGE FINANCE CORPORATION, as Depositor THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee and Paying Agent TRUST AGREEMENT Dated as of June 1, 2007
EXHIBIT 99.2
CHASE MORTGAGE FINANCE CORPORATION,
as Depositor
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee and Paying Agent
Dated as of June 1, 2007
Trust Agreement (Exchangeable Classes)
TABLE OF CONTENTS
ARTICLE I DEFINED TERMS |
1 | |||
ARTICLE II THE TRUST |
3 | |||
Section 2.01. Transfer of Exchangeable Initial Certificates |
3 | |||
Section 2.02. Certificates |
3 | |||
Section 2.03. Exchanges |
3 | |||
Section 2.04. Delivery of Instruments |
4 | |||
Section 2.05. Distribution Date Statements to Certificateholders |
4 | |||
ARTICLE III CERTIFICATES; DISTRIBUTIONS |
5 | |||
Section 3.01. Issuance of Certificates |
5 | |||
Section 3.02. Trust Account |
5 | |||
Section 3.03. Distributions |
6 | |||
ARTICLE IV LIMITATION OF LIABILITY |
6 | |||
ARTICLE V THE TRUSTEE |
6 | |||
ARTICLE VI TERMINATION |
7 | |||
ARTICLE VII SUPPLEMENTAL AGREEMENTS |
7 | |||
ARTICLE VIII MISCELLANEOUS |
7 | |||
Section 8.01. Certificateholders |
7 | |||
Section 8.02. Governing Law |
8 | |||
Section 8.03. Demands, Notices and Communications |
8 | |||
Section 8.04. Severability of Provisions |
8 | |||
Section 8.05. Tax Status and Reporting |
8 | |||
ARTICLE IX APPENDIX A |
1 | |||
APPENDIX A Permitted Exchangeable Certificate Combinations |
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EXHIBIT I Form of Certificates |
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EXHIBIT II Form of Exchange Letter |
Trust Agreement (Exchangeable Classes)
This TRUST AGREEMENT (this “Trust Agreement”), dated as of June 1, 2007, is executed
by and among CHASE MORTGAGE FINANCE CORPORATION, as depositor under the Pooling and Servicing
Agreement (as defined below) (the “Depositor”) and THE BANK OF NEW YORK TRUST COMPANY,
N.A., as trustee (in such capacity, the “Trustee”) and paying agent (in such capacity, the
“Paying Agent”).
RECITALS
WHEREAS, Chase Mortgage Finance Corporation, as depositor, JPMorgan Chase Bank, N.A., as
servicer, JPMorgan Chase Bank, N.A., as custodian and The Bank of New York Trust Company, N.A., as
trustee and paying agent, have entered into the Pooling and Servicing Agreement dated as of June 1,
2007 (the “Pooling and Servicing Agreement”), creating and establishing the Chase Mortgage
Finance Trust Series 2007-S5 (the “Underlying Trust”);
WHEREAS, the Underlying Trust has issued a series of certificates in certificated form and
uncertificated form, evidencing the entire beneficial interests in the Underlying Trust;
WHEREAS, all or a portion of the Exchangeable Certificates (as defined herein) issued
hereunder, each representing an undivided beneficial ownership interest in the related Exchangeable
Initial Certificates (as defined herein), may be exchanged for a proportionate interest in such
Exchangeable Initial Certificates in the combinations set forth on Appendix A and made a part
hereof;
WHEREAS, all or a portion of the Exchangeable Initial Certificates may be exchanged for the
Exchangeable Certificates in the same manner; and
WHEREAS, the parties hereto desire to create this Trust to issue the Exchangeable Certificates
and the Exchangeable Initial Certificates subject to the terms and conditions set forth herein.
NOW THEREFORE, the parties to this Trust Agreement, in the several capacities hereinabove set
forth, do hereby declare and establish this Trust Agreement and do hereby undertake and otherwise
agree as follows:
ARTICLE I
DEFINED TERMS
Capitalized terms used and not defined herein shall have the respective meanings assigned to
them in the Pooling and Servicing Agreement and the rules of construction set forth therein shall
apply hereto. In addition, whenever used in this Trust Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
“Aggregate Denomination”: With respect to any Uncertificated REMIC Interest and any
Distribution Date, the aggregate Outstanding Certificate Principal Balance of the Exchangeable
Initial Certificates and Exchangeable Certificates relating to such Uncertificated REMIC Interest.
Trust Agreement (Exchangeable Classes)
“Authorized Officer”: The Chairman of the Board, the President or any Executive Vice
President, Senior Vice President or Vice President.
“Certificate”: A grantor trust pass-through security issued hereunder in a book-entry
form as authorized by this Trust Agreement, substantially in the form of Exhibit I hereto.
“Certificate Registrar”: For the purposes of this Trust Agreement, the Certificate
Registrar appointed pursuant to Section 4.05 of the Pooling and Servicing Agreement which shall act
as Certificate Registrar under this Trust Agreement subject to the terms and conditions and
entitled to the same rights, protections and indemnities set forth in the Pooling and Servicing
Agreement.
“Class Distribution Amount”: With respect to each Class of Exchangeable Initial
Certificates and Exchangeable Certificates and a Distribution Date, the amount of distributions
allocated to such Class pursuant to Section 6.01 of the Pooling and Servicing Agreement.
“Code”: The Internal Revenue Code of 1986, as amended, including any successor or
amendatory provisions.
“Exchangeable Certificates”: The Class 1-A4, Class 1-A19, Class 1-A22 and Class 2-A1
Certificates, or the Certificates of each such Class, as the context may require, issued hereunder.
“Exchangeable Combination” means any of Exchangeable Combination 1, Exchangeable
Combination 2, Exchangeable Combination 3 or Exchangeable Combination 4.
“Exchangeable Combination 1” means the Class 1-A20 and Class 1-A21 Certificates, in
the ratio described in Appendix A.
“Exchangeable Combination 2” means the Class 1-A13, Class 1-A14 and Class 1-A15
Certificates, in the ratio described in Appendix A.
“Exchangeable Combination 3” means the Class 1-A1 and Class 1-A2 Certificates, in the
ratio described in Appendix A.
“Exchangeable Combination 4” means the Class 2-A2 and Class 2-A3 Certificates, in the
ratio described in Appendix A.
“Exchangeable Initial Certificates”: The Class 1-A1, Class 1-A2, Class 1-A13, Class
1-A14, Class 1-A15, Class 1-A20, Class 1-A21, Class 2-A2 and Class 2-A3, or the Certificates of
each such Class, as the context may require, issued hereunder.
“Issue Date”: June 26, 2007.
“Prospectus”: The prospectus dated April 17, 2007 as supplemented by a prospectus
supplement dated June 25, 2007, relating to the Chase Mortgage Finance Trust Series 2007-S5
Multi-Class Mortgage Pass Through Certificates.
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“Trust”: The trust created by this Trust Agreement, the corpus of which consists of
the Trust Fund.
“Trust Account”: As defined in Section 3.02 hereof.
“Trust Fund”: The corpus of the trust created by this Trust Agreement, consisting of
the Trust Account and the Uncertificated REMIC Interests issued by the Underlying Trust and all
payments thereon and all rights thereunder.
“Uncertificated REMIC Interests”: The rights created under the Pooling and Servicing
Agreement with respect to the Class 1-A1, Class 1-A2, Class 1-A13, Class 1-A14, Class 1-A15, Class
1-A20, Class 1-A21, Class 2-A2 and Class 2-A3 Certificates (without giving effect to any issuance
of Exchangeable Certificates pursuant to the terms of this Trust Agreement), which rights are
deposited in the trust created pursuant to this Trust Agreement.
“Underlying Trust”: Chase Mortgage Finance Trust Series 2007-S5.
ARTICLE II
THE TRUST
Section 2.01. Transfer of Exchangeable Initial Certificates. Upon the presentation
and surrender by any Holder of its Exchangeable Initial Certificates in the appropriate combination
as set forth on Appendix A, such Holder shall hereunder transfer, assign, set over and otherwise
convey to the Trustee, all of such Holder’s right, title and interest in and to such Exchangeable
Initial Certificates.
The Trustee acknowledges (i) the transfer and assignment to it of the Uncertificated REMIC
Interests pursuant to Section 4.01(e) of the Pooling and Servicing Agreement and (ii) any transfer
and assignment of certificated Exchangeable Initial Certificates pursuant to the foregoing
paragraph, and hereby declares that it will hold the same in trust for the Certificateholders on
the terms in this Trust Agreement contained.
Section 2.02. Certificates. The Certificates authorized by this Trust Agreement shall
consist of each Class of Exchangeable Certificates and certificated Class of Exchangeable Initial
Certificates having the characteristics specified or determined as described in Appendix A, and
otherwise shall be subject to the terms and provisions set forth herein.
Section 2.03. Exchanges. Exchangeable Certificates shall be exchangeable on the books
of DTC for Exchangeable Initial Certificates, and Exchangeable Initial Certificates shall be
exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by
notice to the Paying Agent substantially in the form of Exhibit I hereto or, under the terms and
conditions hereinafter set forth and otherwise in accordance with the procedures specified in the
Pooling and Servicing Agreement.
Each Class of Exchangeable Initial Certificates shall be exchangeable for the related Class of
Exchangeable Certificates in respective denominations determined based on the
3
proportion that the initial Outstanding Certificate Principal Balances of such Exchangeable
Initial Certificates bear to the Original Certificate Principal Balance of the related Exchangeable
Certificates, as set forth in Appendix A. Upon any such exchange the portions of the Exchangeable
Initial Certificates designated for exchange shall be deemed cancelled and replaced by the
Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificates
may be further designated for exchange for Certificates of the related Exchangeable Initial
Certificates in respective denominations determined based on the proportion that the initial
Outstanding Certificate Principal Balances of such Exchangeable Initial Certificates bear to the
Original Certificate Principal Balances of the related Exchangeable Certificates, as set forth in
Appendix A. There shall be no limitation on the number of exchanges authorized pursuant to this
Section 2.03, and, except as provided in this Trust Agreement, no fee or other charge shall be
payable to the Trustee, the Paying Agent or DTC in connection therewith.
In order to effect an exchange of Certificates, the Certificateholder shall notify the current
relationship manager or administrator at the Paying Agent listed on the most recent report to
Certificateholders no later than two Business Days before the proposed exchange date. The exchange
date with respect to the Certificates may be any Business Day other than the first or last Business
Day of the month subject to the Paying Agent’s approval. The notice must be on the
Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth the following
information: the CUSIP number of both Certificates to be exchanged and Certificates to be received;
the Outstanding Certificate Principal Balance and the Original Certificate Principal Balance of the
Certificates to be exchanged; the Certificateholder’s DTC participant number; and the proposed
exchange date. After receiving the notice, the Paying Agent shall e-mail the Certificateholder
with wire payment instructions relating to the exchange fee. A notice becomes irrevocable on the
second Business Day before the proposed exchange date.
Notwithstanding any other provision herein set forth, a fee of $4,000 shall be payable to the
Paying Agent in connection with each exchange.
The Paying Agent shall make the first distribution on an Exchangeable Certificate or an
Exchangeable Initial Certificate received in an exchange transaction on the Distribution Date in
the month following the month of the exchange to the Certificateholder of record as of the close of
business on the last day of the month of the exchange.
Section 2.04. Delivery of Instruments. The Paying Agent shall furnish to each Holder,
upon request, copies of this Trust Agreement, without attachments, applicable to the Certificate(s)
held by such Holder.
Section 2.05. Distribution Date Statements to Certificateholders. Not later than each
Distribution Date, the Paying Agent shall make available to each Certificateholder, the Depositor,
the Trustee and any other interested parties a statement setting forth:
(i) exchanges that took place since the last Distribution Date;
4
(ii) if the distribution to the Holders of such Class of Certificates is less than the
full amount that would be distributable to such Holders if there were sufficient funds
available therefor, the amount of the shortfall and the allocation thereof as between
principal and interest;
(iii) the Outstanding Certificate Principal Balances (or notional amounts, as
applicable) of the outstanding Exchangeable Initial Certificates and Exchangeable
Certificates;
(iv) the pass-through rates on the outstanding Classes of Exchangeable Initial
Certificates and Exchangeable Certificates;
(v) interest and principal paid to, and losses allocated, to the outstanding Classes of
Exchangeable Certificates; and
(vi) if no exchanges have occurred.
ARTICLE III
CERTIFICATES; DISTRIBUTIONS
Section 3.01. Issuance of Certificates. The Classes of Certificates shall be issued
in book-entry form and shall be maintained in the names of the record owners thereof as entries on
the books of DTC. Such Certificates shall be in authorized denominations of $100,000 and integral
multiples of $1 in excess thereof and may be transferred or pledged in accordance with and subject
to regulations governing use of the book-entry system (as the same shall be in effect at the time
of any such transfer or pledge) and procedures that are followed generally for book-entry
securities.
On the Closing Date, the Original Certificate Principal Balance (or notional amount, as
applicable) of each Class of Exchangeable Initial Certificates and Exchangeable Certificates will
be the amount set forth for such Class in Section 4.01(d) of the Pooling and Servicing Agreement.
With respect to any Distribution Date, the Outstanding Certificate Principal Balance (or notional
amount, as applicable) of the Exchangeable Initial Certificates and Exchangeable Certificates will
depend upon, among other factors, which exchanges, if any, have taken place hereunder. Any such
exchange shall be made in accordance with the requirements set forth in Appendix A.
Section 3.02. Trust Account. On or before the Issue Date, the Paying Agent shall
either (i) open with a depository institution one or more trust accounts in the name of the Trustee
on behalf of the Trust Fund that shall collectively be the “Trust Account,” (ii) in lieu of
maintaining any such account or accounts, maintain the Trust Account by means of appropriate
entries on its books and records designating all amounts credited thereto in respect of the
Uncertificated REMIC Interests and all investments of any such amounts as being held by it in its
capacity as Paying Agent for the benefit of the Holders of the Certificates or (iii) maintain the
Trust Account in the form of any combination of accounts or book entries described in clauses (i)
and (ii) above. Any manner or manners in which the Trust Account is maintained may at any time be
5
changed without notice to, or the approval of, Holders of the Certificates so long as funds
held in the Trust Fund by, or for the account of, the Paying Agent shall at all times be
identified. To the extent that the Trust Account is maintained by the Paying Agent in the manner
provided for in clause (ii) above, all references herein to deposits and withdrawals from the Trust
Account shall be deemed to refer to credits and debits to the related books of the Paying Agent.
The Paying Agent shall deposit in the Trust Account all distributions in respect of the
Uncertificated REMIC Interests received by it as Paying Agent hereunder. All such distributions
deposited from time to time in the Trust Account and all investments made with such moneys,
including all income or other gain from such investments, shall be held by the Paying Agent in the
Trust Account as part of the Trust Fund as herein provided, subject to withdrawal by the Paying
Agent for distributions on the Certificates.
Section 3.03. Distributions. On each Distribution Date, the Paying Agent shall
withdraw from the Trust Account the Class Distribution Amount for each Class and shall make the
appropriate distributions to the Holders of each such Class. All distributions of such Class
Distribution Amount that are made with respect to a particular Class of Certificates shall be made
pro rata among all Certificates of such Class in proportion to their respective outstanding
principal balances, with no preference or priority of any kind.
Section 3.04. Allocation of Losses and Certain Other Amounts. For the avoidance of
doubt, any losses, shortfalls, prepayments or increases in principal amount related to Subsequent
Recoveries allocable to the Uncertificated REMIC Interests pursuant to the terms of the Pooling and
Servicing Agreement shall result in a proportionate reduction or increase in the Aggregate
Denomination of the corresponding Class or Classes of Certificates issued hereunder.
ARTICLE IV
LIMITATION OF LIABILITY
The Trustee and the Paying Agent shall be entitled to the same rights, protections and
indemnities afforded to them under the Pooling and Servicing Agreement.
ARTICLE V
THE TRUSTEE
In the event that there shall be any matter arising under the Pooling and Servicing Agreement
that requires the vote of Holders of Certificates outstanding thereunder, the Trustee as the holder
of the related Uncertificated REMIC Interests shall vote such Uncertificated REMIC Interests in
such amounts and proportions as shall reflect instructions received from Holders of any Outstanding
Exchangeable Initial Certificates and any Exchangeable Certificates issued in exchange for such
Uncertificated REMIC Interests.
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ARTICLE VI
TERMINATION
The respective obligations and responsibilities of the Paying Agent and the Trustee shall
terminate as to the Trust Fund upon the same terms and conditions as the Pooling and Servicing
Agreement.
ARTICLE VII
SUPPLEMENTAL AGREEMENTS
This Trust Agreement may be amended or supplemented from time to time by the Depositor, the
Paying Agent and the Trustee upon the same terms and conditions as the Pooling and Servicing
Agreement may be amended or supplemented.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Certificateholders. The death or incapacity of any Certificateholder
shall neither operate to terminate this Trust Agreement, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or proceeding in any court for
a partition or winding-up of the affairs of the Trust Fund, nor otherwise affect the rights, duties
and obligations of any of the parties to this Trust Agreement.
Except as provided in Article V and Article VII, no Certificateholder shall have any right to
vote 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 Trust Agreement pursuant to
any provision hereof.
No Certificateholder shall have any right, by virtue of any provision of this Trust Agreement,
to institute any suit, action or proceeding in equity or at law upon or under or with respect to
this Trust Agreement unless an Event of Default shall have occurred and be continuing in respect of
this Trust Agreement. It is understood and intended, and is expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatever by virtue of any provision of this
Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other such
Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Trust Agreement, except in the manner herein provided and for
the equal, ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of the Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.
7
Section 8.02. Governing Law. THIS TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 8.03. Demands, Notices and Communications. All formal demands, notices and
communications by and among the Trustee, the Paying Agent, the Certificate Registrar and the Holder
of any Certificate shall be in writing and delivered in person or by first class mail, postage
prepaid to the Trustee at its address set forth in the Pooling and Servicing Agreement. Any notice
so mailed within the time prescribed in this Trust Agreement shall be conclusively presumed to have
been duly given whether or not the Person to whom such notice shall have been directed receives
such notice.
Section 8.04. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Trust 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 Trust Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Trust Agreement or of the
Certificates or the rights of the Holders thereof.
Section 8.05. Tax Status and Reporting. It is the intended that the Trust Fund
created hereunder be considered a “grantor trust” under the Code. Based upon such
characterization, within a reasonable period of time after the end of each calendar year but not
later than the latest date permitted by law, the Paying Agent shall mail to each person who so
requests in writing and who at anytime during such calendar year shall have been a
Certificateholder the necessary information under applicable law for preparation of such Holder’s
federal and state income tax returns unless substantially similar information has been previously
provided to such Certificateholder.
For federal income tax purposes, the grantor trust created hereunder shall have a calendar
year taxable year. The Paying Agent shall prepare or cause to be prepared and shall file or cause
to be filed with the Internal Revenue Service and applicable state or local tax authorities, income
tax information returns for each taxable year with respect to the grantor trust.
8
IN WITNESS WHEREOF, the parties hereto hereby execute this Trust Agreement, as of the day and
year first above written.
| THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee and Paying Agent |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| CHASE MORTGAGE FINANCE CORPORATION, as Depositor |
||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
9
APPENDIX A
PERMITTED EXCHANGEABLE CERTIFICATE COMBINATIONS
| Exchangeable Initial Certificates | Exchangeable Certificates | |||||||||||||||||||
| Original | ||||||||||||||||||||
| Certificate | ||||||||||||||||||||
| Principal Balance | Related Maximum | |||||||||||||||||||
| Exchangeable | or Related | Certificate | Exchangeable | Certificate | Certificate | |||||||||||||||
| Combinations | Notional Amount | Rate | Classes | Principal Balance | Rate | |||||||||||||||
Exchangeable
Combination 1 (1) |
||||||||||||||||||||
Class 1-A20 |
$ | 43,246,000 | 6.000 | % | Class 1-A4 | $ | 45,000,000 | 6.000 | % | |||||||||||
Class 1-A21 |
$ | 1,754,000 | 6.000 | % | ||||||||||||||||
Exchangeable
Combination 2 (2) |
||||||||||||||||||||
Class 1-A13 |
$ | 14,967,000 | 6.000 | % | Class 1-A22 | $ | 57,000,000 | 6.000 | % | |||||||||||
Class 1-A14 |
$ | 37,500,000 | 6.000 | % | ||||||||||||||||
Class 1-A15 |
$ | 4,533,000 | 6.000 | % | ||||||||||||||||
Exchangeable
Combination 3 (3) |
||||||||||||||||||||
Class 1-A1 |
$ | 181,000,000 | (4 | ) | Class 1-A19 | $ | 181,000,000 | (5 | ) | |||||||||||
Class 1-A2 |
$ | 181,000,000 | (4 | ) | ||||||||||||||||
Exchangeable
Combination 4 (6) |
||||||||||||||||||||
Class 2-A2 |
$ | 87,389,000 | 5.500 | % | Class 2-A1 | $ | 105,579,606 | 5.500 | % | |||||||||||
Class 2-A3 |
$ | 18,190,606 | 5.500 | % | ||||||||||||||||
A-1
| (1) | The Class 1-A20 and Class 1-A21 Certificates must be exchanged in a ratio of (i) $43,246,000 of Original Certificate Principal Balance to (ii) $1,754,000 of Original Certificate Principal Balance, respectively. | |
| (2) | The Class 1-A13, Class 1-A14 and Class 1-A15 Certificates must be exchanged in a ratio of (i) $14,967,000 of Original Certificate Principal Balance to (ii) $37,500,000 of Original Certificate Principal Balance to (iii) $4,533,000 of Original Certificate Principal Balance, respectively. | |
| (3) | The Class 1-A1 and Class 1-A2 Certificates must be exchanged in a ratio of (i) $181,000,000 of Original Certificate Principal Balance to (ii) $181,000,000 of original notional amount, respectively. | |
| (4) | The Class 1-A1 and Class 1-A2 Certificates will bear interest at a rate that varies with one-month LIBOR as set forth below (subject to the applicable maximum or minimum rate set forth below). |
| Initial Rate | ||||||||||||||||
| Class | (Approximate) | Formula | Minimum Rate | Maximum Rate | ||||||||||||
1-A1 |
5.820 | % | LIBOR + 0.50% | 0.50 | % | 9.50 | % | |||||||||
1-A2 |
0.180 | % | 5.50% - LIBOR | 0.00 | % | 5.50 | % | |||||||||
The Class 1-A1 Certificates will have the benefit of a yield maintenance agreement.
Generally, any interest payable on the Class 1-A1 Certificates in excess of the interest
payable to such class at a certificate rate of 6.00% per annum will be payable solely from
amounts received in respect of the Class 1-A1 Yield Maintenance Agreement, as described in this
prospectus supplement.
A-2
| (5) | The Class 1-A19 Certificates will bear interest at a rate that varies with one-month LIBOR as set forth below (subject to the applicable maximum or minimum rate set forth below). |
| Initial Rate | ||||||||||||||||
| Class | (Approximate) | Formula | Minimum Rate | Maximum Rate | ||||||||||||
1-A19 |
6.00 | % | LIBOR + 0.50% | 6.00 | % | 9.50 | % | |||||||||
The Class 1-A19 Certificates will have the benefit of a yield maintenance agreement.
Generally, any interest payable on the Class 1-A19 Certificates in excess of the interest
payable to such class at a certificate rate of 6.00% per annum will be payable solely from
amounts received in respect of the Class 1-A1 Yield Maintenance Agreement, as described in this
prospectus supplement.
(6) The Class 2-A2 and Class 2-A3 Certificates must be exchanged in a ratio of (i)
$87,389,000 of Original Certificate Principal Balance to (ii) $18,190,606 of Original Certificate
Principal Balance, respectively.
A-3
EXHIBIT I
(FORM OF EXCHANGEABLE CERTIFICATE)
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE PAYING AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.]
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS (1) A BENEFICIAL OWNERSHIP
INTEREST OF 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”) OR (2) A BENEFICIAL OWNERSHIP INTEREST OF CERTAIN PAYMENTS ON ONE OR MORE REGULAR
INTERESTS.
THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST FUND, AND DOES NOT REPRESENT AN
OBLIGATION OF OR INTEREST IN CHASE MORTGAGE FINANCE CORPORATION (THE “DEPOSITOR”), JPMORGAN CHASE
BANK, N.A. (THE “SERVICER”) OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER
THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE SERVICER, THE TRUSTEE OR BY ANY OF THEIR AFFILIATES
OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OR NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE OR NOTIONAL AMOUNT, AS APPLICABLE, BY
INQUIRY OF THE PAYING AGENT.
THIS CERTIFICATE IS AN [EXCHANGEABLE INITIAL CERTIFICATE] [EXCHANGEABLE CERTIFICATE] AND MAY BE
EXCHANGED FOR THE [EXCHANGEABLE CERTIFICATES] [EXCHANGEABLE INITIAL CERTIFICATES] IN THE RELATED
EXCHANGEABLE COMBINATION.
THIS CERTIFICATE DOES NOT PURPORT TO SUMMARIZE THE POOLING AND SERVICING AGREEMENT (THE
“AGREEMENT”) OR THE TRUST AGREEMENT (THE “TRUST AGREEMENT” AND TOGETHER WITH THE AGREEMENT, THE
I-1
“AGREEMENTS”), AND REFERENCE IS MADE TO THE AGREEMENTS FOR THE INTERESTS, RIGHTS AND LIMITATIONS OF
RIGHTS, BENEFITS, OBLIGATIONS AND DUTIES EVIDENCED THEREBY, AND THE RIGHTS, DUTIES AND IMMUNITIES
OF THE TRUSTEE AND THE PAYING AGENT.
TO THE EXTENT NOT DEFINED HEREIN, THE CAPITALIZED TERMS USED HEREIN HAVE THE MEANINGS ASSIGNED IN
THE TRUST AGREEMENT.
CLASS __-__ CERTIFICATE
Number: 07-S5-[ ]-[ ]-1 |
Original Denomination: | |
| $ | ||
Cut-off Date: June 1, 2007 |
Final Scheduled | |
| Distribution Date: June 25, 2037 | ||
Initial Distribution Date: |
Maximum Principal | |
June 25, 2007 |
Balance [Notional Amount] | |
| of all Class [ ]-[ ] | ||
| Certificates: $ | ||
Certificate Rate: |
CUSIP: | |
Registered Owner: |
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CHASE MORTGAGE FINANCE TRUST SERIES 2007-S5
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATE
This certifies that the Registered Owner identified above is the registered owner of the
ownership interest (the “Ownership Interest”) evidenced by this Certificate in certain
distributions with respect to (i) a pool of mortgage loans formed and sold by Chase Mortgage
Finance Corporation (the “Depositor”), and certain other property held in trust for the benefit of
certificateholders of Chase Mortgage Finance Trust Series 2007-S5, as described in the Agreement,
and (ii) Uncertificated REMIC Interests pursuant to the terms of the Trust Agreement. The Trust
Fund was created pursuant to a Trust Agreement dated as of the Cut-off Date specified above (the
“Trust Agreement”) among the Depositor, the Trustee and the Paying Agent. The Chase Mortgage
Finance Trust Series 2007-S5 was created pursuant to a Pooling and Servicing Agreement dated as of
the Cut-off Date among the Depositor, the Servicer, the Custodian, the Trustee and the Paying
Agent. Distributions on this Certificate will be made primarily from collections on the
Uncertificated REMIC Interests pursuant to the terms of the Trust Agreement, which in turn will be
made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the
Pooling Agreement.
This Certificate is one of a duly authorized issue of Certificates, as designated above, and
is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound. Anyone acquiring this Certificate may ascertain its current
Principal Balance or Notional amount, as applicable, by inquiry of the Paying Agent.
Any term used herein that is defined in the Trust Agreement shall have the meaning assigned in
the Trust Agreement, and nothing herein shall be deemed inconsistent with that meaning. Any term
used herein that is not defined in the Trust Agreement and that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with
that meaning.
As provided in the Trust Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
Pursuant to the terms of the Trust Agreement and the Pooling Agreement, the Paying Agent will
distribute from funds in the Certificate Account the amount specified in the Agreement on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day immediately
following (the “Distribution Date”), commencing on the Initial Distribution Date.
Distributions on this Certificate will be made in the manner specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice
by the Paying Agent, of the pendency of such distribution, and only upon presentation and surrender
of this Certificate at the office of the Paying Agent specified in such notice of final
distribution.
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The Paying Agent will cause to be kept at its Agency & Trust Office in New York, New York, or
at the office of its designated agent, a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Paying Agent will provide for the registration of Certificates
and of transfers and exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Paying Agent, maintained for such purpose, the Paying
Agent will, subject to the limitations set forth in the Agreement, authenticate and deliver, in the
name of the designated transferee or transferees, a Certificate of a like class and dated the date
of authentication by the Authenticating Agent.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the funds on deposit in the Trust Account for payment hereunder and that the Paying Agent is not
liable to the Certificateholders for any amount payable under this Certificate or the Trust
Agreement or, except as expressly provided in the Trust Agreement, subject to any liability under
the Trust Agreement.
This Certificate may be exchanged for another Certificate or Certificates in the related
Exchangeable Combination only on the days of each month specified in the Trust Agreement, subject
to certain terms and conditions specified in the Trust Agreement, including the payment to the
Paying Agent of a fee (as described in the Trust Agreement) with respect to each exchange..
Prior to due presentation of a Certificate for registration of transfer, the Depositor, the
Servicer, the Paying Agent and the Trustee may treat the Person in whose name any Certificate is
registered as the owner of such Certificate and the Percentage Interest in the Trust Fund evidenced
thereby for the purpose of receiving distributions pursuant to the Agreement and for all other
purposes whatsoever, and neither the Depositor, the Servicer, the Paying Agent nor the Trustee will
be affected by notice to the contrary.
The Agreements may be amended from time to time by the Depositor, the Servicer and the Trustee
in the manner specified in the Agreement.
The respective obligations and responsibilities of the Depositor, the Servicer (except the
duty to pay the Trustee’s fees and expenses and indemnification hereunder) and the Trustee shall
terminate in the manner specified in the Agreements; provided, however, that in no event shall the
trust created by the Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to
the Court of St. James’s, living on the date hereof.
Unless the certificate of authentication has been executed by the Authenticating Agent, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreements or be
valid for any purpose.
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IN WITNESS WHEREOF, the Depositor has caused this Certificate to be duly executed.
| Dated: June 26, 2007 | CHASE MORTGAGE FINANCE CORPORATION |
|||
| By: | ||||
| Authorized Officer | ||||
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| Dated: June 26, 2007 | CERTIFICATE OF AUTHENTICATION This is one of the Certificates referred to in the within-mentioned Agreement. THE BANK OF NEW YORK TRUST COMPANY, N.A. as Authenticating Agent |
|||
| By: | ||||
| Authorized Signatory | ||||
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of
registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Paying Agent to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
Dated:
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to
for the account of
, account number
, or,
if mailed by check, to
. Statements
should be mailed to
.
This information is provided by,
the assignee named above, or
,
as its agent.
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STATE OF
|
) ) |
ss.: | ||||
COUNTY OF
|
) |
On the day of , 200___before me, a notary public in and for said State, personally
appeared , known to me who, being by me duly sworn, did depose
and say that he executed the foregoing instrument.
[Notarial Seal]
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EXHIBIT II
FORM OF EXCHANGE LETTER
, 20__
The Bank of New York Trust Company, N.A.
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000,
Attention: CMFT Series 2007-S5
000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000,
Attention: CMFT Series 2007-S5
| Re: | Chase Mortgage Finance Trust Series 2007-S5, Multi-Class Mortgage Pass-Through Certificates |
Ladies and Gentlemen:
Pursuant to the terms of that certain Trust Agreement dated as of June 1, 2007 (the “Trust
Agreement”), by and among Chase Mortgage Finance Corporation, as depositor and The Bank of New
York Trust Company, N.A., as trustee (the “Trustee”) and paying agent (the “Paying
Agent”), we hereby present and surrender the [Exchangeable Initial Certificates] [Exchangeable
Certificates] specified on Schedule I attached hereto [(the “Exchangeable Initial
Certificates”)] [(the “Exchangeable Certificates”)] and transfer, assign, set over and
otherwise convey to the Paying Agent, all of our right, title and interest in and to the
[Exchangeable Initial Certificates] [Exchangeable Certificates] including all payments of interest
thereon received after , 2007, in exchange for the [Exchangeable
Certificates][Exchangeable Initial Certificates] specified on Schedule I attached hereto.
We agree that upon such exchange the portions of the [Exchangeable Initial
Certificates][Exchangeable Certificates] designated for exchange shall be deemed cancelled and
replaced by the [Exchangeable Certificates][Exchangeable Initial Certificates] issued in exchange
therefor. We confirm that we have paid a fee of $4,000 to the Paying Agent in connection with such
exchange.
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Sincerely,
| By: | ||||
| Name: | ||||
| Title: | ||||
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Acknowledged by:
THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Paying Agent
COMPANY, N.A.,
as Paying Agent
By: |
||||
| Name: | ||||
| Title: | ||||
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SCHEDULE I
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