Exhibit 99.2
CHASE MORTGAGE FINANCE CORPORATION,
as Depositor
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee and Paying Agent
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TRUST AGREEMENT
Dated as of April 1, 2007
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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........ 5
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 Available Combinations
EXHIBIT I Form of Certificates
EXHIBIT II Form of Exchange Letter
This TRUST AGREEMENT (this "Trust Agreement"), dated as of April 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 April 1, 2007 (the "Pooling and
Servicing Agreement"), creating and establishing the Chase Mortgage Finance
Trust Series 2007-S3 (the "Underlying Trust");
WHEREAS, the Underlying Trust has issued a series of certificates known as
the Multi-Class Mortgage Pass-Through Certificates, Series 2007-S3, 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.
"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-A18, Class 1-A20, Class 1-A22,
Class 1-A23 and Class 1-A24 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, Exchangeable Combination
4 or Exchangeable Combination 5.
"Exchangeable Combination 1" means the Class 1-A14, Class 1-A15 and Class
1-A20 Certificates.
"Exchangeable Combination 2" means the Class 1-A21, Class 1-A17 and Class
1-A18 Certificates.
"Exchangeable Combination 3" means the Class 1-A21, Class 1-A17 and Class
1-A22 Certificates.
"Exchangeable Combination 4" means the Class 1-A21, Class 1-A17 and Class
1-A23 Certificates.
"Exchangeable Combination 5" means the Class 1-A21, Class 1-A17 and Class
1-A24 Certificates.
"Exchangeable Initial Certificates": The Class 1-A14, Class 1-A15, Class
1-A17, and Class 1-A21 Certificates, or the Certificates of each such Class, as
the context may require, issued hereunder.
"Issue Date": April 25, 2007.
2
"Prospectus": The prospectus dated April 17, 2007 as supplemented by a
prospectus supplement dated April 24, 2007, relating to the Chase Mortgage
Finance Trust Series 2007-S3 Multi-Class Mortgage Pass Through Certificates.
"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-A14, Class 1-A15, Class 1-A17,
and Class 1-A21 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-S3.
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
3
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 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.
4
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;
(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
5
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 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
6
Holders of any Outstanding Exchangeable Initial Certificates and any
Exchangeable Certificates issued in exchange for such Uncertificated REMIC
Interests.
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
7
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.
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 EXCHANGEABLE CERTIFICATE
COMBINATIONS NOTIONAL AMOUNT CERTIFICATE RATE CLASSES PRINCIPAL BALANCE CERTIFICATE RATE
------------------- ----------------- ---------------- ------------ ----------------- ----------------
EXCHANGEABLE
COMBINATION 1 (1)
Class 1-A14 $ 16,453,428 6.000% Class 1-A20 $ 46,014,619 6.0000%
Class 1-A15 $ 29,561,191 6.000%
EXCHANGEABLE
COMBINATION 2 (2)
Class 1-A21 $178,572,000 5.500% Class 1-A18 $178,572,000 (3)
Class 1-A17 $ 14,881,000 6.000%
EXCHANGEABLE
COMBINATION 3 (4)
Class 1-A21 $178,572,000 5.500% Class 1-A22 $178,572,000 (3)
Class 1-A17 $ 3,720,250 6.000%
EXCHANGEABLE
COMBINATION 4 (5)
Class 1-A21 $178,572,000 5.500% Class 1-A23 $178,572,000 (3)
Class 1-A17 $ 7,440,500 6.000%
A-1
EXCHANGEABLE INITIAL CERTIFICATES EXCHANGEABLE CERTIFICATES
---------------------------------------------------------- ---------------------------------------------------
ORIGINAL
CERTIFICATE
PRINCIPAL BALANCE RELATED MAXIMUM
EXCHANGEABLE OR RELATED EXCHANGEABLE CERTIFICATE
COMBINATIONS NOTIONAL AMOUNT CERTIFICATE RATE CLASSES PRINCIPAL BALANCE CERTIFICATE RATE
------------------- ----------------- ---------------- ------------ ----------------- ----------------
EXCHANGEABLE
COMBINATION 5 (6)
Class 1-A21 $178,572,000 5.500% Class 1-A24 $178,572,000 (3)
Class 1-A17 $ 11,160,750 6.000%
(1) The Class 1-A14 and Class 1-A15 Certificates must be exchanged in a ratio
of (i) $16,453,428 of Original Certificate Principal Balance to (ii)
$29,561,191 of Original Certificate Principal Balance, respectively.
(2) The Class 1-A21 and Class 1-A17 Certificates must be exchanged in a ratio
of (i) $178,572,000 of Original Certificate Principal Balance to (ii)
$14,881,000 of Original Certificate Principal Balance, respectively.
(3) The Certificate Rate on the Class 1-A18, Class 1-A22, Class 1-A23 and Class
1-A24 Certificates will equal a per annum rate equal to, for any
Distribution Date (x) prior to the Credit Support Depletion Date, 6.000%,
5.625%, 5.750% and 5.875%, respectively, or (y) on or after the Credit
Support Depletion date, the sum of (A) 5.50% and (B) a fraction, the
numerator of which is the product of (i) 12, (ii) the interest accrued on
the Class 1-A17 Certificates (without taking account of any exchanges) for
such distribution date and (iii) (a) 14,881,000, (b) 3,720,250, (c)
7,440,500 and (d) 11,160,750, respectively, and the denominator of which is
the product of (i) the principal balance of the Class 1-A18, Class 1-A22,
Class 1-A23 or Class 1-A24 Certificates, as applicable, and (ii)
16,443,500. If the principal balance of the Class 1-A18, Class 1-A22, Class
1-A23 or Class 1-A24 Certificates is reduced to zero while any such class
of Certificates is entitled to receive interest amounts from the portion of
the Class 1-A17 Certificates exchanged for such class, such interest
entitlement will not be expressed as a Certificate Rate and such class will
be entitled to interest amounts that would otherwise be paid to the Class
1-A17 Certificates exchanged for such class.
(4) The Class 1-A21 and Class 1-A17 Certificates must be exchanged in a ratio
of (i) $178,572,000 of Original Certificate Principal Balance to (ii)
$3,720,250 of Original Certificate Principal Balance, respectively.
(5) The Class 1-A21 and Class 1-A17 Certificates must be exchanged in a ratio
of (i) $178,572,000 of Original Certificate Principal Balance to (ii)
$7,440,500 of Original Certificate Principal Balance, respectively.
(6) The Class 1-A21 and Class 1-A17 Certificates must be exchanged in a ratio
of (i) $178,572,000 of Original Certificate Principal Balance to (ii)
$11,160,750 of Original Certificate Principal Balance, respectively.
A-2
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 __-A__ CERTIFICATE
Number: 07-S3-A-[ ]-1 Original Denomination:
$
Cut-off Date: April 1, 2007 Final Scheduled
Distribution Date: May 25, 2037
Initial Distribution Date: Maximum Principal
May 25, 2007 Balance [Notional Amount]
of all Class A-[ ]
Certificates: $
Certificate Rate: CUSIP:
Registered Owner:
I-2
CHASE MORTGAGE FINANCE TRUST SERIES 2007-S3
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-S3, 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-S3 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: April 25, 2007 CHASE MORTGAGE FINANCE
CORPORATION
By:
------------------------------------
Authorized Officer
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Dated: April 25, 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:
----------------------------------------
Signature by or on behalf of assignor
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.
----------------------------------------
Notary Public
[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-S3
Re:
Chase Mortgage Finance Trust Series 2007-S3,
Multi-Class Mortgage Pass-Through Certificates, Series 2007-S3
Ladies and Gentlemen:
Pursuant to the terms of that certain Trust Agreement dated as of April 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
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
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SCHEDULE I
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