BANC OF AMERICA FUNDING CORPORATION,
as Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer,
and
XXXXX FARGO BANK, N.A.,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated February 28, 2006
--------------------------
Mortgage Pass-Through Certificates
Series 2006-B
TABLE OF CONTENTS
Page
----
PRELIMINARY STATEMENT 1
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.................................................................3
Section 1.02. Calculations.................................................................30
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.................................................31
Section 2.02. Acceptance by the Trustee or Custodian of the Mortgage Loans.................34
Section 2.03. Representations, Warranties and Covenants of the Servicer....................37
Section 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans.....39
Section 2.05. Designation of Interests in the REMICs.......................................40
Section 2.06. Designation of Start-up Day..................................................40
Section 2.07. REMIC Certificate Maturity Date..............................................40
Section 2.08. Execution and Delivery of Certificates.......................................40
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Servicer to Service the Mortgage Loans.......................................41
Section 3.02. Subservicing; Enforcement of the Obligations of the Servicer.................42
Section 3.03. Fidelity Bond; Errors and Omissions Insurance................................43
Section 3.04. Access to Certain Documentation..............................................44
Section 3.05. Maintenance of Primary Mortgage Insurance Policy; Claims.....................44
Section 3.06. Rights of the Depositor and the Trustee in Respect of the Servicer...........45
Section 3.07. Trustee to Act as Servicer...................................................45
Section 3.08. Collection of Taxes, Assessments and Similar Items; Escrow Accounts..........46
Section 3.09. Collection of Mortgage Loan Payments; Servicer Custodial Account;
Distribution Account.........................................................47
Section 3.10. Access to Certain Documentation and Information Regarding the Mortgage
Loans........................................................................50
Section 3.11. Permitted Withdrawals from the Distribution Account and the Servicer
Custodial Account............................................................50
Section 3.12. Maintenance of Hazard Insurance and Other Insurance..........................52
Section 3.13. Enforcement of Due-On-Sale Clauses; Assumption Agreements....................53
Section 3.14. Realization Upon Defaulted Mortgage Loans; REO Property......................54
i
Section 3.15. Trustee and Custodian to Cooperate; Release of Mortgage Files................56
Section 3.16. Documents, Records and Funds in Possession of the Servicer to be Held
for the Trustee..............................................................57
Section 3.17. Servicer Compensation........................................................58
Section 3.18. Modifications, Waivers, Amendments and Consents..............................58
Section 3.19. Advances.....................................................................59
Section 3.20. Annual Statement of Compliance...............................................60
Section 3.21. Assessments of Compliance and Attestation Reports............................60
Section 3.22. Reports to the Commission....................................................62
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01. Servicer's Certificate.......................................................67
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION
Section 5.01. Distributions................................................................67
Section 5.02. Priorities of Distributions..................................................68
Section 5.03. Allocation of Losses.........................................................75
Section 5.04. Statements to Certificateholders.............................................77
Section 5.05. Tax Returns and Reports to Certificateholders................................80
Section 5.06. Tax Matters Person...........................................................81
Section 5.07. Rights of the Tax Matters Person in Respect of the Trustee...................81
Section 5.08. REMIC Related Covenants......................................................82
Section 5.09. Servicer and Trustee Indemnification.........................................83
ARTICLE VI
THE CERTIFICATES
Section 6.01. The Certificates.............................................................83
Section 6.02. Registration of Transfer and Exchange of Certificates........................84
Section 6.03. Mutilated, Destroyed, Lost or Stolen Certificates............................88
Section 6.04. Persons Deemed Owners........................................................88
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01. Respective Liabilities of the Depositor and the Servicer.....................89
Section 7.02. Merger or Consolidation of the Depositor or the Servicer.....................89
Section 7.03. Limitation on Liability of the Depositor, the Servicer and Others............89
Section 7.04. Depositor and Servicer Not to Resign.........................................90
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ARTICLE VIII
DEFAULT
Section 8.01. Events of Default............................................................91
Section 8.02. Remedies of Trustee..........................................................92
Section 8.03. Directions by Certificateholders and Duties of Trustee During Event of
Default......................................................................93
Section 8.04. Action upon Certain Failures of the Servicer and upon Event of Default.......93
Section 8.05. Trustee to Act; Appointment of Successor.....................................93
Section 8.06. Notification to Certificateholders...........................................94
ARTICLE IX
THE TRUSTEE
Section 9.01. Duties of Trustee............................................................95
Section 9.02. Certain Matters Affecting the Trustee........................................96
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans........................97
Section 9.04. Trustee May Own Certificates.................................................99
Section 9.05. Eligibility Requirements for Trustee.........................................99
Section 9.06. Resignation and Removal of Trustee...........................................99
Section 9.07. Successor Trustee...........................................................100
Section 9.08. Merger or Consolidation of Trustee..........................................100
Section 9.09. Appointment of Co-Trustee or Separate Trustee...............................101
Section 9.10. Authenticating Agents.......................................................102
Section 9.11. Trustee's Fees and Expenses.................................................103
Section 9.12. Appointment of Custodian....................................................103
Section 9.13. Paying Agents...............................................................104
Section 9.14. Limitation of Liability.....................................................104
Section 9.15. Trustee May Enforce Claims Without Possession of Certificates...............105
Section 9.16. Suits for Enforcement.......................................................105
Section 9.17. Waiver of Inventory, Accounting and Appraisal Requirement...................105
ARTICLE X
TERMINATION
Section 10.01. Termination upon Purchase or Liquidation of All Mortgage Loans..............105
Section 10.02. Additional Termination Requirements.........................................107
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment...................................................................108
Section 11.02. Recordation of Agreement; Counterparts......................................109
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Section 11.03. Limitation on Rights of Certificateholders..................................110
Section 11.04. Governing Law...............................................................111
Section 11.05. Notices.....................................................................111
Section 11.06. Severability of Provisions..................................................112
Section 11.07. Certificates Nonassessable and Fully Paid...................................112
Section 11.08. Access to List of Certificateholders........................................112
Section 11.09. Recharacterization..........................................................112
Section 11.10. Regulation AB Compliance; Intent of the Parties; Reasonableness.............113
EXHIBITS
Exhibit A-1A1 Form of Face of Class 1-A-1 Certificate
Exhibit A-1A2 Form of Face of Class 1-A-2 Certificate
Exhibit A-1AR Form of Face of Class 1-A-R Certificate
Exhibit A-2A1 Form of Face of Class 2-A-1 Certificate
Exhibit A-2A2 Form of Face of Class 2-A-2 Certificate
Exhibit A-3A1 Form of Face of Class 3-A-1 Certificate
Exhibit A-3A2 Form of Face of Class 3-A-2 Certificate
Exhibit A-4A1 Form of Face of Class 4-A-1 Certificate
Exhibit A-4A2 Form of Face of Class 4-A-2 Certificate
Exhibit A-5A1 Form of Face of Class 5-A-1 Certificate
Exhibit A-6A1 Form of Face of Class 6-A-1 Certificate
Exhibit A-6A2 Form of Face of Class 6-A-2 Certificate
Exhibit A-7A1 Form of Face of Class 7-A-1 Certificate
Exhibit A-7A2 Form of Face of Class 7-A-2 Certificate
Exhibit B-B1 Form of Face of Class B-1 Certificate
Exhibit B-B2 Form of Face of Class B-2 Certificate
Exhibit B-B3 Form of Face of Class B-3 Certificate
Exhibit B-B4 Form of Face of Class B-4 Certificate
Exhibit B-B5 Form of Face of Class B-5 Certificate
Exhibit B-B6 Form of Face of Class B-6 Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D-1 Loan Group 1 Mortgage Loan Schedule
Exhibit D-2 Loan Group 2 Mortgage Loan Schedule
Exhibit D-3 Loan Group 3 Mortgage Loan Schedule
Exhibit D-4 Loan Group 4 Mortgage Loan Schedule
Exhibit D-5 Loan Group 5 Mortgage Loan Schedule
Exhibit D-6 Loan Group 6 Mortgage Loan Schedule
Exhibit D-7 Loan Group 7 Mortgage Loan Schedule
Exhibit E Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates
iv
Exhibit I Form of Affidavit Regarding Transfer of Residual
Certificate
Exhibit J List of Recordation States
Exhibit K Form of Initial Certification
Exhibit L Form of Final Certification
Exhibit M Relevant Servicing Criteria
Exhibit N Additional Form 10-D Disclosure
Exhibit O Additional Form 10-K Disclosure
Exhibit P Form 8-K Disclosure
Exhibit Q Form of Xxxxxxxx-Xxxxx Certification
Exhibit R Form of Back-up Certification
Exhibit S Form of Additional Disclosure Notification
Exhibit T Data Elements for Servicer's Certificate
v
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated February 28, 2006, is hereby
executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), BANK OF
AMERICA, NATIONAL ASSOCIATION, as servicer (together with its permitted
successors and assigns, the "Servicer"), and XXXXX FARGO BANK, N.A., as trustee
(together with its permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor,
the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the Trust
Estate to the Trustee to create the Trust. The Trust Estate for federal income
tax purposes will be treated as three separate real estate mortgage investment
conduits (the "Upper-Tier REMIC," the "Subsidiary Lower-Tier REMIC" and the
"Lower-Tier REMIC," respectively, and each a "REMIC"). The Uncertificated
Lower-Tier Interests shall constitute the "regular interests" and the Class LR
Interest shall be the "residual interest" in the Lower-Tier REMIC. The
Uncertificated Lower-Tier Interests shall constitute the assets of the
Subsidiary Lower-Tier REMIC. The Uncertificated Subsidiary Lower-Tier Interests
shall constitute the "regular interests" and the Class SLR Interest shall be the
"residual interest" in the Subsidiary Lower-Tier REMIC. The Uncertificated
Subsidiary Lower-Tier Interests shall constitute the assets of the Upper-Tier
REMIC. The Certificates (other than the Class 1-A-R Certificate) are referred to
collectively as the "Regular Certificates" and shall constitute "regular
interests" and the Class UR Interest shall be the "residual interest" in the
Upper-Tier REMIC. The Class 1-A-R Certificate shall represent ownership of the
Class LR Interest, the Class SLR Interest and the Class UR Interest. The
Certificates, the Uncertificated Subsidiary Lower-Tier Interests and the
Uncertificated Lower-Tier Interests will represent the entire beneficial
ownership interest in the Trust. The "latest possible maturity date" for federal
income tax purposes of all interests created hereby will be the REMIC
Certificate Maturity Date.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable:
INITIAL CLASS PASS-
CERTIFICATE THROUGH MINIMUM INTEGRAL MULTIPLES IN
CLASSES BALANCE RATE DENOMINATION EXCESS OF MINIMUM
------------------------------------------------------------------------------
Class 1-A-1 $28,927,000.00 (1) $1,000 $1
Class 1-A-2 $1,344,000.00 (1) $1,000 $1
Class 1-A-R $100.00 (1) $100 N/A
Class 2-A-1 $141,479,000.00 (2) $1,000 $1
Class 2-A-2 $6,572,000.00 (2) $1,000 $1
Class 3-A-1 $24,039,000.00 (3) $1,000 $1
Class 3-A-2 $1,117,000.00 (3) $1,000 $1
Class 4-A-1 $26,472,000.00 (4) $1,000 $1
Class 4-A-2 $1,230,000.00 (4) $1,000 $1
Class 5-A-1 $134,373,000.00 (5) $1,000 $1
Class 6-A-1 $21,536,000.00 (6) $1,000 $1
Class 6-A-2 $1,000,000.00 (6) $1,000 $1
Class 7-A-1 $67,140,000.00 (7) $1,000 $1
Class 7-A-2 $6,541,000.00 (7) $1,000 $1
Class B-1 $8,924,000.00 (8) $25,000 $1
Class B-2 $4,582,000.00 (8) $25,000 $1
Class B-3 $3,135,000.00 (8) $25,000 $1
Class B-4 $1,205,000.00 (8) $25,000 $1
Class B-5 $1,447,000.00 (8) $25,000 $1
Class B-6 $1,206,195.00 (8) $25,000 $1
_________________
(1) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 1 Mortgage
Loans.
(2) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 2 Mortgage
Loans.
(3) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 3 Mortgage
Loans.
(4) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 4 Mortgage
Loans.
(5) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 5 Mortgage
Loans.
(6) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 6 Mortgage
Loans.
(7) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the Net WAC for the Group 7 Mortgage
Loans.
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(8) For each Distribution Date, interest will accrue on these
Certificates at a per annum rate equal to the weighted average (based on the
Group Subordinate Amount for each Loan Group) of the Net WAC for each of the
Group 1 Mortgage Loans, Group 2 Mortgage Loans, Group 3 Mortgage Loans, Group 4
Mortgage Loans, Group 5 Mortgage Loans, Group 6 Mortgage Loans and Group 7
Mortgage Loans. For United States federal income tax purposes, interest will
accrue on these Certificates as of any Distribution Dates at a per annum rate
equal to the weighted average of the Class B-SL1 Interest, Class B-SL2 Interest,
Class B-SL3 Interest, Class B-SL4 Interest, Class B-SL5 Interest and Class B-SL6
Interest.
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 meanings specified in this
Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each Class,
one month's interest accrued during the related Interest Accrual Period at the
applicable Pass-Through Rate on the applicable Class Certificate Balance.
Additional Disclosure Notification: The form of notification to be
included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit S.
Additional Form 10-D Disclosure: As defined in Section 3.22(b).
Additional Form 10-K Disclosure: As defined in Section 3.22(c).
Additional Servicer: A Subcontractor engaged by the Servicer or the
Trustee that is a "servicer" within the meaning of Item 1101 of Regulation AB
and meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all Realized Losses (other than Debt
Service Reductions) incurred on the Mortgage Loans in such Loan Group from the
Cut-off Date through the end of the month preceding such Distribution Date.
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Administrative Fee Rate: With respect to each Mortgage Loan, the sum of
(i) the Servicing Fee Rate and (ii) the Trustee Fee Rate.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and any
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i) the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at, or within twelve months of, origination of such Mortgage Loan or,
in certain cases, an automated valuation model or tax assessed value and (b) the
sales price for such property, except that, in the case of Mortgage Loans the
proceeds of which were used to refinance an existing mortgage loan, the
Appraised Value of the related Mortgaged Property is the appraised value thereof
determined in an appraisal obtained at the time of refinancing or, in certain
cases, an automated valuation model or tax assessed value, or (ii) the appraised
value determined in an appraisal made at the request of a Mortgagor subsequent
to origination in order to eliminate the Mortgagor's obligation to keep a
Primary Mortgage Insurance Policy in force.
Assessment of Compliance: As defined in Section 3.21(a).
Assignment of Mortgage: An individual assignment of the Mortgage, notice
of transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
give record notice of the sale of the Mortgage.
Attestation Report: As defined in Section 3.21(b).
Authenticating Agents: As defined in Section 9.10.
Back-up Certification: As defined in Section 3.22(e).
BAFC: Banc of America Funding Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest.
Book-Entry Certificate: All Classes of Certificates other than the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of North Carolina, the State of New
York, the State of Minnesota, the state in which the servicing offices of the
Servicer are located or any state in
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which the Corporate Trust Office is located are required or authorized by law or
executive order to be closed.
Calculated Principal Distribution: As defined in Section 5.03(d).
Certificate: Any of the Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-B that are issued pursuant to this
Agreement.
Certificate Balance: With respect to any Certificate at any date, the
maximum dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the product of the Percentage Interest of
such Certificate and the Class Certificate Balance of the Class of Certificates
of which such Certificate is a part.
Certificate Custodian: Initially, Xxxxx Fargo Bank, N.A.; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of a Book-Entry Certificate. With respect to any
Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section 6.02.
Certificate Registrar: The registrar appointed pursuant to Section 6.02.
Certificateholder: The Person in whose name a Certificate is registered in
the Certificate Register, except that, solely for the purpose of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor, the Servicer or any affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest and Voting Rights evidenced thereby
shall not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights, as the case may be, necessary to effect
any such consent has been obtained, unless such entity is the registered owner
of the entire Class of Certificates, provided that the Trustee shall not be
responsible for knowing that any Certificate is registered in the name of an
affiliate of the Depositor or the Servicer unless one of its Responsible
Officers has actual knowledge thereof.
Certifying Person: As defined in Section 3.22(e).
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class 1-A-R,
Class 2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 4-A-1, Class 4-A-2,
Class 5-A-1, Class 6-A-1, Class 6-A-2, Class 7-A-1, Class 7-A-2, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, as the
case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 1-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e)(i).
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Class 1-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 1-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 1-A-2 Loss Allocation
Amount and (b) the Class 1-A-1 Loss Amount with respect to such Distribution
Date.
Class 2-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 2-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e)(ii).
Class 2-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 2-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 2-A-2 Loss Allocation
Amount and (b) the Class 2-A-1 Loss Amount with respect to such Distribution
Date.
Class 3-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 3-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e)(iii).
Class 3-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 3-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 3-A-2 Loss Allocation
Amount and (b) the Class 3-A-1 Loss Amount with respect to such Distribution
Date.
Class 4-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 4-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e)(iv).
Class 4-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 4-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 4-A-2 Loss Allocation
Amount and (b) the Class 4-A-1 Loss Amount with respect to such Distribution
Date.
Class 6-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 6-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e)(v).
Class 6-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 6-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class
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6-A-2 Loss Allocation Amount and (b) the Class 6-A-1 Loss Amount with respect to
such Distribution Date.
Class 7-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 7-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e)(vi).
Class 7-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 7-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 7-A-2 Loss Allocation
Amount and (b) the Class 7-A-1 Loss Amount with respect to such Distribution
Date.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class of Certificates and
any date of determination, and subject to Section 5.03(f), the Initial Class
Certificate Balance of such Class minus (A) the sum of (i) all distributions of
principal made with respect thereto, (ii) all reductions in Class Certificate
Balance previously allocated thereto pursuant to Section 5.03(b) and (iii) in
the case of the Class 1-A-2, Class 2-A-2, Class 3-A-2, Class 4-A-2, Class 6-A-2
and Class 7-A-2 Certificates, any reduction allocated thereto pursuant to
Section 5.03(e) plus (B) the sum of (i) all increases in Class Certificate
Balance previously allocated thereto pursuant to Section 5.03(b) and (ii) in the
case of the Class 1-A-2, Class 2-A-2, Class 3-A-2, Class 4-A-2, Class 6-A-2 and
Class 7-A-2 Certificates, any increases allocated thereto pursuant to Section
5.03(e).
Class Interest Shortfall: For any Distribution Date and each Class, the
amount by which Accrued Certificate Interest for such Class (as reduced pursuant
to Section 5.02(c)) exceeds the amount of interest actually distributed on such
Class on such Distribution Date pursuant to clause (i) of the definition of
"Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and each
Class, the amount by which the aggregate Class Interest Shortfalls for such
Class on prior Distribution Dates exceeds the amount of interest actually
distributed on such Class on such prior Distribution Dates pursuant to clause
(ii) of the definition of "Interest Distribution Amount."
Closing Date: February 28, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, an amount
equal to the lesser of (a) the aggregate of the Prepayment Interest Shortfalls
for such Distribution Date and (b) one-twelfth of 0.2500% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Remittance Date
relating to such Distribution Date.
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Compliance Statement: As defined in Section 3.20.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or other similar instrument), and ancillary thereto, a
Recognition Agreement, each of which was transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement is conducted, which office at the date of the
execution of this instrument is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000-0000, Attention: Corporate Trust Services - BAFC 2006-B, and for
certificate transfer purposes is located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services - BAFC 2006-B,
or at such other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Depositor and the Servicer.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Subsidiary Lower-Tier Interests, the Corresponding Upper-Tier
Class or Classes as follows:
UNCERTIFICATED SUBSIDIARY
LOWER-TIER INTEREST CORRESPONDING UPPER-TIER CLASS OR CLASSES
------------------------- -----------------------------------------
Class 1-A-SL1 Interest Class 1-A-1 and Class 1-A-2 Certificates
Class 2-A-SL1 Interest Class 2-A-1 and Class 2-A-2 Certificates
Class 3-A-SL1 Interest Class 3-A-1 and Class 3-A-2 Certificates
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UNCERTIFICATED SUBSIDIARY
LOWER-TIER INTEREST CORRESPONDING UPPER-TIER CLASS OR CLASSES
------------------------- -----------------------------------------
Class 4-A-SL1 Interest Class 4-A-1 and Class 4-A-2 Certificates
Class 5-A-SL1 Interest Class 5-A-1 Certificates
Class 6-A-SL1 Interest Class 6-A-1 and Class 6-A-2 Certificates
Class 7-A-SL1 Interest Class 7-A-1 and Class 7-A-2 Certificates
Class B-SL1 Interest Class B-1 Certificates
Class B-SL2 Interest Class B-2 Certificates
Class B-SL3 Interest Class B-3 Certificates
Class B-SL4 Interest Class B-4 Certificates
Class B-SL5 Interest Class B-5 Certificates
Class B-SL6 Interest Class B-6 Certificates
Class 1-A-SLR Interest Class 1-A-R Certificate
Custodian: Initially, the Trustee, and thereafter any custodian appointed
by the Trustee pursuant to Section 9.12. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of either of them. Neither the Servicer nor the Depositor,
nor any Person directly or indirectly controlling or controlled by or under
common control with any such Person, may be appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer, procedures
(including collection procedures) that the Servicer customarily employs and
exercises in servicing and administering mortgage loans for its own account and
which are in accordance with accepted mortgage servicing practices of prudent
lending institutions servicing mortgage loans of the same type as the Mortgage
Loans in the jurisdictions in which the related Mortgaged Properties are
located.
Cut-off Date: February 1, 2006.
Cut-off Date Pool Principal Balance: For each Loan Group, the aggregate of
the Cut-off Date Principal Balances of the Mortgage Loans in such Loan Group,
which is $31,614,977.17 for Loan Group 1, $154,622,604.90 for Loan Group 2,
$26,272,888.68 for Loan Group 3, $28,931,983.73 for Loan Group 4,
$140,338,373.67 for Loan Group 5, $23,536,950.55 for Loan Group 6 and
$76,951,516.78 for Loan Group 7.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any Determination
Date, the excess of (i) the Monthly Payment due on the related Due Date under
the terms of such Mortgage Loan over (ii) the amount of the monthly payment of
principal and/or interest required to be paid with respect to such Due Date by
the Mortgagor as established by a court of competent jurisdiction (pursuant to
an order which has become final and nonappealable) as a result of a proceeding
initiated by or against the related Mortgagor under the Bankruptcy Code, as
amended from time to time (11 U.S.C.); provided that no such excess shall be
considered a Debt Service Reduction so long as (a) the Servicer is pursuing an
appeal of the court order giving rise to any
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such modification and (b)(1) such Mortgage Loan is not in default with respect
to payment due thereunder in accordance with the terms of such Mortgage Loan as
in effect on the Cut-off Date or (2) Monthly Payments are being advanced by the
Servicer or the Trustee, as applicable, in accordance with the terms of such
Mortgage Loan as in effect on the Cut-off Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the
subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be cured,
repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (i) the then outstanding indebtedness under such Mortgage Loan
over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer or
the Trustee, as applicable, in accordance with the terms of such Mortgage Loan
as in effect on the Cut-off Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Banc of America Funding Corporation, a Delaware corporation, or
its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is Cede &
Co., as the registered Holder of the Book-Entry Certificates or any successor
thereto appointed in accordance with this Agreement. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the 16th day of
the month of the related Distribution Date or, if such 16th day is not a
Business Day, the Business Day immediately preceding such 16th day.
Distribution Account: The Eligible Account created and maintained by the
Trustee pursuant to Section 3.09(c) in the name of the Trustee for the benefit
of the Certificateholders and designated "Xxxxx Fargo Bank, N.A., in trust for
registered holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2006-B." The Distribution Account shall be deemed to
consist of ten sub-accounts; one for each of the Loan Groups (the "Loan Group 1
Sub-Account," "Loan Group 2 Sub-Account," "Loan Group 3 Sub-Account,"
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"Loan Group 4 Sub-Account," "Loan Group 5 Sub-Account, ""Loan Group 6
Sub-Account" and "Loan Group 7 Sub-Account") and one for each of the Lower-Tier
Certificate Sub-Account, the Subsidiary Lower-Tier Certificate Sub-Account and
the Upper-Tier Certificate Sub-Account. Funds in the Distribution Account shall
be held in trust for the Holders of the Certificates for the uses and purposes
set forth in this Agreement.
Distribution Date: The 20th day of each month beginning in March 2006 (or,
if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the first
day in the calendar month of such Distribution Date.
XXXXX: The Commission's Electronic Data Gathering and Retrieval System.
Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the trust department of a federal or state chartered depository institution or
trust company (including the Trustee), acting in its fiduciary capacity or (iv)
any other account acceptable to each Rating Agency. Eligible Accounts may bear
interest and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee or BANA.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any of the Class 1-A-R, Class B-4, Class
B-5 and Class B-6 Certificates.
Escrow Account: As defined in Section 3.08(a).
Escrow Payments: The amounts constituting taxes, assessments, Primary
Mortgage Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,
if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan
received in the calendar
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month in which such Mortgage Loan became a Liquidated Mortgage Loan, net of any
amounts previously reimbursed to the Servicer as Nonrecoverable Advance(s) with
respect to such Mortgage Loan pursuant to Section 3.11(a)(iii), exceeds (i) the
unpaid principal balance of such Liquidated Mortgage Loan as of the Due Date in
the month in which such Mortgage Loan became a Liquidated Mortgage Loan plus
(ii) accrued interest at the Mortgage Interest Rate from the Due Date as to
which interest was last paid or for which a Periodic Advance was made (and not
reimbursed) up to the Due Date applicable to the Distribution Date immediately
following the calendar month during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of some or all of the Certificates will be made pursuant
to Section 10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of
1989, as amended.
FNMA: Xxxxxx Xxx, or any successor thereto.
Form 8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in
the related Mortgage Note and indicated in the Mortgage Loan Schedule as the
"Gross Margin," which percentage is added to the Index on each Rate Adjustment
Date to determine (subject to rounding, the Periodic Cap and the Rate Ceiling)
the Mortgage Interest Rate on such Mortgage Loan until the next Rate Adjustment
Date.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or
Group 7.
Group 1: The Group 1 Senior Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2 and Class 1-A-R
Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 2 Senior Certificates: Class 2-A-1 and Class 2-A-2 Certificates.
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Group 3: The Group 3 Senior Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 3 Senior Certificates: Class 3-A-1 and Class 3-A-2 Certificates.
Group 4: The Group 4 Senior Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 4 Senior Certificates: Class 4-A-1 and Class 4-A-2 Certificates.
Group 5: The Group 5 Senior Certificates.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5 hereto.
Group 5 Senior Certificates: Class 5-A-1 Certificates.
Group 6: The Group 6 Senior Certificates.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6 hereto.
Group 6 Senior Certificates: Class 6-A-1 and Class 6-A-2 Certificates.
Group 7 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-7 hereto.
Group 7 Senior Certificates: Class 7-A-1 and Class 7-A-2 Certificates.
Group Subordinate Amount: With respect to any Distribution Date and any
Loan Group, the excess of the Pool Stated Principal Balance for such Loan Group
over the aggregate Class Certificate Balance of the Senior Certificates of the
Related Group immediately prior to such date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means such a
Person who (i) is in fact independent of the Depositor, the Trustee and the
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Trustee or the Servicer or in
an affiliate of any of them, and (iii) is not connected with the Depositor, the
Trustee or the Servicer as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
Index: As to any Mortgage Loan and Rate Adjustment Date, the One-Year
LIBOR Index. In the event that any such Index is no longer available, the
Servicer will select a substitute index in accordance with the terms of the
related Mortgage Note and in compliance with federal and state law.
Initial Class Certificate Balance: As to each Class of Certificates, the
Class Certificate Balance set forth in the Preliminary Statement.
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Insurance Policy: With respect to any Mortgage Loan included in the Trust
Estate, any related insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for any
Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class of
Certificates, the period from and including the first day of the calendar month
preceding the calendar month of such Distribution Date to but not including the
first day of the calendar month of such Distribution Date.
Interest Distribution Amount: For any Distribution Date and each Class,
the sum of (i) the Accrued Certificate Interest, subject to reduction pursuant
to Section 5.02(c) and (ii) any Class Unpaid Interest Shortfall for such Class.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
Prior Period and as to which the Servicer has certified (in accordance with this
Agreement) that it has received all proceeds it expects to receive in connection
with the liquidation of such Mortgage Loan including the final disposition of an
REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage Loans,
whether through trustee's sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6 or Loan Group 7.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan Group 7: The Group 7 Mortgage Loans.
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Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the outstanding principal balance of the related Mortgage Loan at origination
and the denominator of which is the Appraised Value of the related Mortgaged
Property.
Lower-Tier Certificate Sub-Account: The sub-account of the Distribution
Account designated by the Trustee pursuant to Section 3.09(f).
Lower-Tier Distribution Amount: As defined in Section 5.02(a) hereof.
Lower-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Mortgage Loans, such amounts as shall be held in the
Lower-Tier Certificate Sub-Account, the insurance policies, if any, relating to
a Mortgage Loan and property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
Lower-Tier REMICs: The Lower-Tier REMIC and the Subsidiary Lower-Tier
REMIC.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan which,
unless otherwise specified herein, shall give effect to any related Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.
Monthly Statement: As defined in Section 5.04(b).
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on a Mortgaged Property securing a Mortgage Note or creating a first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of
interest at which interest accrues on the principal balance of such Mortgage
Loan, as adjusted from time to time in accordance with the provisions of the
related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the applicable Index, as of the Rate
Adjustment Date applicable to such Due Date, and the Gross Margin, rounded as
set forth in such Mortgage Note, subject to the Periodic Cap and the Rate
Ceiling applicable to such Mortgage Loan at any time during the life of such
Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated February 28, 2006, between BANA, as seller, and the Depositor, as
purchaser.
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Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Servicer to reflect the addition of Substitute Mortgage Loans and
the deletion of Defective Mortgage Loans pursuant to the provisions of this
Agreement) transferred to the Trustee as part of the Trust Estate and from time
to time subject to this Agreement, attached hereto as Exhibit X-0, Xxxxxxx X-0,
Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-7 setting forth
the following information with respect to each Mortgage Loan: (i) the Mortgage
Loan identifying number; (ii) a code indicating whether the Mortgaged Property
is owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the
original months to maturity or the remaining months to maturity from the Cut-off
Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest
Rate as of the Cut-off Date; (vii) the date on which the first Monthly Payment
was due on the Mortgage Loan, and, if such date is not the Due Date currently in
effect, such Due Date; (viii) the stated maturity date; (ix) the amount of the
Monthly Payment as of the Cut-off Date; (x) the paid-through date; (xi) the
original principal amount of the Mortgage Loan; (xii) the principal balance of
the Mortgage Loan as of the close of business on the Cut-off Date, after
application of payments of principal due on or before the Cut-off Date, whether
or not collected, and after deduction of any payments collected of scheduled
principal due after the Cut-off Date; (xiii) a code indicating the purpose of
the Mortgage Loan; (xiv) a code indicating the documentation style; (xv) the
Appraised Value; (xvi) the first Rate Adjustment Date; (xvii) the Rate Ceiling;
(xviii) the Rate Floor; (xix) the Periodic Cap; (xx) the Gross Margin; (xxi) the
Index; and (xxii) the closing date of such Mortgage Loan. With respect to the
Aggregate Loan Group 2 Mortgage Loans and Aggregate Loan Group 3 Mortgage Loans
in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Interest Rate of the Mortgage Loans; and (iv) the
weighted average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held as a part of the
Trust Estate (including any Substitute Mortgage Loans and REO Property), the
Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage Loan,
which may include Cooperative Stock or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution Date,
such Mortgage Loan's Mortgage Interest Rate thereon on the first day of the
month preceding the month of the related Distribution Date reduced by the
applicable Administrative Fee Rate for such Mortgage Loan.
Net WAC: As to any Loan Group and any Distribution Date, the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans in such Loan
Group (based on Stated
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Principal Balances of the Mortgage Loans in such Loan Group on the Due Date in
the month preceding the month of such Distribution Date).
Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls for the
Mortgage Loans exceeds Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer will not or, in
the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or other
recoveries in respect of the related Mortgage Loan.
NYCEMA: A New York Consolidation, Extension and Modification Agreement.
Offered Certificates: The Senior Certificates and the Class B-1, Class B-2
and Class B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board,
Vice Chairman of the Board, President or a Vice President and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries, or
any other duly authorized officer of the Depositor or the Servicer, as the case
may be, and delivered to the Trustee as required in this Agreement.
One-Year LIBOR Index: A rate per annum that is defined to be the average
of interbank offered rates for one-year U.S. dollar-denominated deposits in the
London market, as published in The Wall Street Journal and most recently
available either (i) as of the first Business Day in the month preceding the
month of the applicable Rate Adjustment Date or (ii) up to the date 45 days
before the applicable Rate Adjustment Date.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as three
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 2.40%
Class B-2 1.45%
Class B-3 0.80%
Class B-4 0.55%
Class B-5 0.25%
Class B-6 0.00%
Original Subordinate Certificate Balance: $20,499,195.00.
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OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was
not the subject of a Principal Prepayment in Full prior to such Due Date, which
did not become a Liquidated Mortgage Loan prior to such Due Date and which was
not purchased from the Trust prior to such Due Date pursuant to Sections 2.02 or
2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of Certificates, the per annum rate
set forth or described in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained by
dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer with
respect to any Distribution Date pursuant to Section 3.19, the amount of any
such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) serviced by
the Servicer that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount
of any such delinquent payments that the Servicer has determined would
constitute a Nonrecoverable Advance if advanced.
Periodic Cap: For each Mortgage Loan, the applicable limit on adjustment
of the Mortgage Interest Rate for each Rate Adjustment Date specified in the
applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States, FHLMC, FNMA or any agency or instrumentality of the
United States when such obligations are backed by the full faith and
credit of the United States; provided that such obligations of FHLMC or
FNMA shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed or
mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying mortgages,
which shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any
state thereof rated not lower than "P1" by Xxxxx'x and "A-1+" by S&P;
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(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof,
rated not lower than "P1" by Xxxxx'x and "A-1+" by S&P;
(iv) commercial paper (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 is rated not lower than "P1" by
Xxxxx'x and "A-1+" by S&P;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the Trustee
acts as advisor, as well as funds for which the Trustee and its affiliates
may receive compensation) rated either "AAAm" or "AAAm G" by S&P and "Aaa"
by Xxxxx'x or otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer or Trustee, as the case may be, will not affect the qualification
of the Trust Estate as three separate REMICs;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States, or any
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) (except
certain farmers' cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v)
a Person with respect to whom the income on a Residual Certificate is allocable
to a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other U.S. Person, and (vi)
any other Person so designated by the Servicer based on an Opinion of Counsel to
the effect that any transfer to such Person may cause the Trust or any other
Holder of a Residual Certificate to incur tax liability that would not be
imposed other than on account of such transfer. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
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Physical Certificates: The Class 1-A-R, Class B-4, Class B-5 and Class B-6
Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Loan Group, the
excess of (a) the sum of (i) the aggregate of (A) the interest portion of any
Monthly Payment on a Mortgage Loan in such Loan Group (net of the Servicing Fee
and the Trustee Fee) and the principal portion of any Monthly Payment on a
Mortgage Loan in such Loan Group due on the Due Date in the month in which such
Distribution Date occurs and which is received prior to the related
Determination Date and (B) all Periodic Advances made by the Servicer (or the
Trustee, as applicable) in respect of such Loan Group and payments of
Compensating Interest allocable to such Loan Group made by the Servicer in
respect of such Loan Group and such Distribution Date deposited to the Servicer
Custodial Account pursuant to Section 3.09(b)(vi); (ii) all Liquidation Proceeds
received on the Mortgage Loans in such Loan Group during the preceding calendar
month and deposited to the Servicer Custodial Account pursuant to Section
3.09(b)(iii); (iii) all Principal Prepayments received on the Mortgage Loans in
such Loan Group during the month preceding the month of such Distribution Date
and deposited to the Servicer Custodial Account pursuant to Section 3.09(b)(i)
during such period; (iv) in connection with any Mortgage Loans that are
Defective Mortgage Loans in such Loan Group, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts remitted on the related Remittance
Date pursuant to Section 3.09(b)(vii); (v) any other amounts in the Servicer
Custodial Account deposited therein pursuant to Section 3.09(b)(iv), (v) and
(viii) in respect of such Distribution Date and such Loan Group; (vi) any
Reimbursement Amount required to be included pursuant to Section 5.02(a); and
(vii) any Recovery with respect to such Distribution Date over (b) any amounts
permitted to be withdrawn from the Servicer Custodial Account pursuant to
clauses (i) through (viii), inclusive, of Section 3.11(a) in respect of such
Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan Group,
the aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group
that were Outstanding Mortgage Loans immediately following the Due Date in the
month preceding the month in which such Distribution Date occurs.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the Prior
Period, the amount, if any, by which one month's interest at the related
Mortgage Interest Rate (net of the Servicing Fee Rate) on such Principal
Prepayment exceeds the amount of interest paid in connection with such Principal
Prepayment.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal Amount: As to any Distribution Date and Loan Group, the sum of
(i) the sum of (a) the principal portion of each Monthly Payment due on each
Mortgage Loan in such Loan Group on the related Due Date, (b) the Stated
Principal Balance, as of the date of repurchase, of (i) any Mortgage Loan
repurchased by the Sponsor pursuant to the Mortgage Loan Purchase Agreement or a
Purchase Obligation as of such Distribution Date, (ii) any Mortgage Loan
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repurchased by the Depositor pursuant to a Purchase Obligation as of such
Distribution Date or (iii) any Mortgage Loan purchased pursuant to Section 10.01
hereof, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan in such Loan Group received during the Prior Period, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received by a
Servicer during the Prior Period, (e) with respect to each Mortgage Loan in such
Loan Group that became a Liquidated Mortgage Loan during the Prior Period, the
amount of Liquidation Proceeds (excluding Excess Proceeds) allocable to
principal received by the Servicer with respect to such Mortgage Loan during
such Prior Period and (f) all Principal Prepayments on the Mortgage Loans in
such Loan Group received by the Servicer during the Prior Period and (ii) any
Recovery related to such Loan Group for such Distribution Date.
Principal Prepayment: With respect to each Mortgage Loan, any payment or
other recovery of principal on a Mortgage Loan (other than Liquidation Proceeds)
which is received in advance of its scheduled Due Date and is not accompanied by
an amount of interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Prior Period: With respect to any Distribution Date, the calendar month
immediately preceding the month of such Distribution Date.
Private Certificates: The Class B-4, Class B-5 and Class B-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of Subordinate
Certificates, the portion of the Subordinate Principal Distribution Amounts
allocable to such Class, equal to the sum of (i) the product of the amounts
determined in accordance with clause (i) of the Subordinate Principal
Distribution Amounts and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class
Certificate Balance of the Subordinate Certificates and (ii) if such class is
not a Restricted Class, the product of the amounts determined in accordance with
clause (ii) of the Subordinate Principal Distribution Amounts for such
Distribution Date and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class
Certificate Balance of the Subordinate Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0% with respect to
clause (ii) hereof.
Purchase Obligation: An obligation of the Sponsor or the Depositor to
purchase Mortgage Loans under the circumstances and in the manner provided in
Section 2.02 or 2.04.
Purchase Price: With respect to each Mortgage Loan that was a Defective
Mortgage Loan repurchased on any date pursuant to Sections 2.02 or 2.04, an
amount equal to the sum of (i) the Stated Principal Balance of the Mortgage
Loan, (ii) interest on such Stated Principal Balance at the Mortgage Interest
Rate from the date on which interest has last been paid and distributed through
the last day of the month in which such repurchase takes place and (iii) any
costs and damages incurred by the Trust in connection with any violation by such
repurchased
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Mortgage Loan of any predatory or abusive lending law, less (x) amounts received
or advanced in respect of such repurchased Mortgage Loan which are being held in
the Servicer Custodial Account for distribution in the month of repurchase and
(y) if the Person repurchasing such Mortgage Loan is servicing such Mortgage
Loan, the Servicing Fee for such Mortgage Loan.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on which an
adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes effective
under the related Mortgage Note.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted under
the related Mortgage Note and indicated on the Mortgage Loan Schedule.
Rate Floor: The minimum per annum Mortgage Interest Rate permitted under
the related Mortgage Note and indicated on the Mortgage Loan Schedule.
Rating Agency: Each of Xxxxx'x and S&P. If either such organization or a
successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee and the Servicer. References herein to a given rating or rating category
of a Rating Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as
of the date of such liquidation, equal to (i) the unpaid principal balance of
the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii)
interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Recognition Agreement: With respect to a Cooperative Loan, the recognition
agreement between the Cooperative and the originator of such Cooperative Loan.
Record Date: With respect to each Certificate, the last day of the month
(or, if such day is not a Business Day, the preceding Business Day) preceding
the month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
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Regular Certificates: As defined in the Preliminary Statement hereto.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. SS.SS.229.1100 - 229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2; for
Loan Group 3, Group 3; for Loan Group 4, Group 4; for Loan Group 5, Group 5; for
Loan Group 6, Group 6; and for Loan Group 7, Group 7.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan Group 2;
for Group 3, Loan Group 3; for Group 4, Loan Group 4; for Group 5, Loan Group 5;
for Group 6, Loan Group 6; and for Group 7, Loan Group 7.
Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit M attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Servicing Function Participant engaged by
the Servicer, the Trustee or the Custodian, the term "Relevant Servicing
Criteria" may refer to a portion of the Relevant Servicing Criteria applicable
to such parties.
Relief Act: The Servicemembers Civil Relief Act, as it may be amended from
time to time.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, the amount,
if any, by which (i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest accrued pursuant to the
terms of the Mortgage Note on the same principal amount and for the same period
as the interest collectible on such Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date" of
the Regular Certificates as that term is defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from time
to time, as well as provisions of applicable state laws.
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Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern time on
the 18th calendar day of each month, or if such day is not a Business Day, the
Business Day immediately preceding such day.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of
the Trust through foreclosure or deed-in-lieu of foreclosure in connection with
a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by the Servicer to
the Custodian substantially in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Residual Certificate: The Class 1-A-R Certificate, which represents
ownership of the Class LR Interest, the Class SLR Interest and the Class UR
Interest for the purposes of the REMIC Provisions.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having direct responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor thereto.
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.22(e).
Security Agreement: With respect to a Cooperative Loan, the agreement or
mortgage creating a security interest in favor of the originator of the
Cooperative Loan in the related Cooperative Stock.
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Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class
2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 4-A-1, Class 4-A-2, Class
5-A-1, Class 6-A-1, Class 6-A-2, Class 7-A-1 and Class 7-A-2 Certificates.
Senior Credit Support Depletion Date: The date on which the aggregate
Class Certificate Balance of the Subordinate Certificates is reduced to zero.
Senior Percentage: With respect to any Distribution Date and Loan Group,
the percentage, carried to six places rounded up, obtained by dividing (i) the
aggregate Class Certificate Balance of the Senior Certificates of the Related
Group immediately prior to such Distribution Date, by (ii) the Pool Stated
Principal Balance of such Loan Group for such Distribution Date.
Senior Prepayment Percentage: For any Loan Group and any Distribution Date
during the seven years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group and any Distribution Date
occurring on or after the seventh anniversary of the first Distribution Date
will, except as provided herein, be as follows: for any Distribution Date in the
first year thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage for such
Loan Group plus 60% of the Subordinate Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the third year thereafter, the
Senior Percentage for such Loan Group plus 40% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
fourth year thereafter, the Senior Percentage for such Loan Group plus 20% of
the Subordinate Percentage for such Loan Group for such Distribution Date; and
for any Distribution Date in the fifth or later years thereafter, the Senior
Percentage for such Loan Group for such Distribution Date unless (i) on any of
the foregoing Distribution Dates the Total Senior Percentage for such
Distribution Date exceeds the Total Senior Percentage calculated as of the
Closing Date, in which case the Senior Prepayment Percentage for each Loan Group
for such Distribution Date will once again equal 100%, (ii) on any Distribution
Date before the Distribution Date occurring in March 2009, the Total Subordinate
Percentage for such Distribution Date is greater than or equal to twice the
Total Subordinate Percentage calculated as of the Closing Date, in which case
the Senior Prepayment Percentage for each Loan Group for such Distribution Date
will equal the Senior Percentage for such Loan Group plus 50% of the Subordinate
Percentage for such Loan Group, or (iii) on any Distribution Date occurring on
or after the Distribution Date in March 2009, the Total Subordinate Percentage
for such Distribution Date is greater than or equal to twice the Total
Subordinate Percentage calculated as of the Closing Date, in which case the
Senior Prepayment Percentage for each Loan Group for such Distribution Date will
equal the Senior Percentage for such Loan Group. Notwithstanding the foregoing,
no decrease in the share of the applicable Subordinate Percentage (for
calculating the applicable Senior Prepayment Percentage for such Loan Group)
will occur and the Senior Prepayment Percentage for such Loan Group will be
calculated without regard to clause (ii) or (iii) in the preceding sentence
unless both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date and Loan
Group, the sum of (i) the Senior Percentage for such Loan Group of the amounts
described in clauses (i)(a) through (d) of the definition of "Principal Amount"
for such Distribution Date and Loan Group
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and (ii) the Senior Prepayment Percentage for such Loan Group of the amounts
described in clauses (i)(e) and (f) and the amount described in clause (ii) of
the definition of "Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date as to which any
decrease in the Senior Prepayment Percentage for any Loan Group applies, (i) the
outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure, any REO Property and any Mortgage
Loan for which the Mortgagor has filed for bankruptcy after the Closing Date)
delinquent 60 days or more (averaged over the preceding six month period), as a
percentage of the aggregate Class Certificate Balance of the Subordinate
Certificates, is not equal to or greater than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans as of the applicable Distribution Date
do not exceed the percentages of the Original Subordinate Certificate Balance
set forth below:
PERCENTAGE OF ORIGINAL SUBORDINATE
DISTRIBUTION DATE OCCURRING IN CERTIFICATE BALANCE
------------------------------ ----------------------------------
March 2006 through February 2009 20%
March 2009 through February 2014 30%
March 2014 through February 2015 35%
March 2015 through February 2016 40%
March 2016 through February 2017 45%
March 2017 and thereafter 50%
Servicer: BANA, in its capacity as servicer of the Mortgage Loans, or any
successor servicer appointed as herein provided.
Servicer Custodial Account: The account or accounts created and maintained
by the Servicer pursuant to Section 3.09(b) which must be an Eligible Account.
Servicer Custodial Account Reinvestment Income: For each Distribution
Date, all income and gains net of any losses realized since the preceding
Distribution Date from Permitted Investments of funds in the Servicer Custodial
Account.
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advance: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to (i) the preservation, restoration and
protection of a Mortgaged Property, (ii) expenses reimbursable to the Servicer
pursuant to Section 3.14 and any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO Property and (iv)
compliance with the obligations under Section 3.12.
Servicing Criteria: The criteria set forth in paragraph (d) of Item 1122
of Regulation AB, as such may be amended from time to time.
Servicing Fee: With respect to each Mortgage Loan and Distribution Date,
the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated
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Principal Balance of such Mortgage Loan, subject to reduction as provided in
Section 3.17. Such fee shall be payable monthly, computed on the basis of the
same Stated Principal Balance and period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicer's right to receive the
Servicing Fee is limited to, and payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds and
other proceeds, to the extent permitted by Section 3.11) of related Monthly
Payments collected by the Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan in Loan Group 1 and
Loan Group 4, 0.375% per annum; with respect to each Mortgage Loan in Loan Group
2, Loan Group 3, Loan Group 5, Loan Group 6 and Loan Group 7, 0.250% per annum.
Servicing Function Participant: Any Subcontractor utilized by the
Servicer, the Trustee or the Custodian that is "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB.
Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers furnished to the Trustee by the Servicer, as
such list may from time to time be amended.
Servicing Transfer Costs: All reasonable costs and expenses (including
attorney's fees) incurred by the Trustee in connection with the transfer of
servicing from a predecessor servicer, including, without limitation, any costs
or expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.
Similar Law: As defined in Section 6.02(e).
Sponsor: BANA, a national banking association, or its successor in
interest, as seller of the Mortgage Loans under the Mortgage Loan Purchase
Agreement.
Stated Principal Balance: As to any Mortgage Loan and Due Date, the unpaid
principal balance of such Mortgage Loan as of such date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous partial Principal Prepayments
and Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related Mortgagor, and
after giving effect to any Deficient Valuation.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of the Servicer, the Trustee or
the Custodian.
Subordinate Balance Ratio: As of any date of determination, the ratio
among the principal balances of the Class 1-LS Interest, Class 2-LS Interest,
Class 3-LS Interest, Class 4-LS
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Interest, Class 5-LS Interest, the Class 6-LS Interest and the Class 7-LS
Interest, equal to the ratio among the Group Subordinate Amounts of Loan Group
1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6 and Loan
Group 7.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and Loan Group, 100%
minus the Senior Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and Loan
Group, 100% minus the Senior Prepayment Percentage for such Loan Group and such
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of the amounts described in clauses
(i)(a) through (d) of the definition of "Principal Amount" for such Distribution
Date and Loan Group and (ii) the Subordinate Prepayment Percentage for such Loan
Group of the amounts described in clauses (i)(e) and (f) and the amount
described in clause (ii) of the definition of "Principal Amount" for such
Distribution Date and Loan Group.
Subsidiary Lower-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the Trustee pursuant to Section 3.09(g).
Subsidiary Lower-Tier Distribution Amount: As defined in Section 5.02(a)
hereof.
Subsidiary Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests.
Substitute Mortgage Loan: A Mortgage Loan substituted for a Defective
Mortgage Loan which must, on the date of such substitution, (i) have a Stated
Principal Balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of the Stated Principal
Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage Interest Rate
not less than, and not more than 2% greater than that of the Defective Mortgage
Loan; (iii) be of the same type as the Defective Mortgage Loan; (iv) have a
Loan-to-Value Ratio not higher than that of the Defective Mortgage Loan; (v)
have a credit score not less than that of the Defective Mortgage Loan; (vi) have
a Gross Margin not less than that of the Defective Mortgage Loan; (vii) have a
credit grade not lower in quality than that of the Defective Mortgage Loan;
(viii) have a remaining term to maturity not greater than (and not more than one
year less than) that of the Defective Mortgage Loan; (ix) have the same lien
priority as the Defective Mortgage Loan; (x) have the same Index as the
Defective Mortgage Loan; and (xi) comply with each Mortgage Loan representation
and warranty set forth in this Agreement and the Mortgage Loan Purchase
Agreement. More than one Substitute Mortgage Loan may be substituted for a
Defective Mortgage Loan if such Substitute Mortgage Loans meet the foregoing
attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
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Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
SS. 1.860F-4(d) and Treasury Regulation SS. 301.6231(a)(7)-1.
Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balances of the Senior Certificates immediately prior to such
Distribution Date by the aggregate Pool Stated Principal Balance for all Loan
Groups with respect to such Distribution Date.
Total Subordinate Percentage: As to any Distribution Date, the aggregate
Class Certificate Balance of the Subordinate Certificates divided by the
aggregate Pool Stated Principal Balance for all Loan Groups.
Treasury Regulations: The final and temporary regulations promulgated
under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement, which shall be named "Banc of
America Funding 2006-B Trust."
Trust Estate: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to a portion of which four REMIC elections are to be made, such entire Trust
Estate consisting of: (i) such Mortgage Loans as from time to time are subject
to this Agreement, together with the Mortgage Files relating thereto, and
together with all collections thereon and proceeds thereof, (ii) any REO
Property, together with all collections thereon and proceeds thereof, (iii) the
Trustee's rights with respect to the Mortgage Loans under all insurance policies
required to be maintained pursuant to this Agreement and any proceeds thereof;
(iv) the Depositor's rights under the Mortgage Loan Purchase Agreement
(including any security interest created thereby); and (v) the Servicer
Custodial Account and the Distribution Account and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto.
Trustee: Xxxxx Fargo Bank, N.A., and its successors-in-interest and, if a
successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: With respect to each Mortgage Loan and Distribution Date, the
amount of the fee payable to the Trustee, which shall, for such Distribution
Date, be equal to one-twelfth of the product of the Trustee Fee Rate with
respect to such Mortgage Loan and the Stated Principal Balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
Stated Principal Balance and period respecting which any related interest
payment on a Mortgage Loan is computed.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0035% per annum.
Uncertificated Lower-Tier Interests: Any of the Class 1-L Interest, Class
1-LS Interest, Class 2-L Interest, Class 2-LS Interest, Class 3-L Interest,
Class 3-LS Interest, Class 4-L Interest, Class 4-LS Interest, Class 5-L
Interest, Class 5-LS Interest, Class 6-L Interest, Class 6-LS Interest, Class
7-L Interest and Class 7-LS Interest.
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Uncertificated Subsidiary Lower-Tier Interests: The Class 1-A-SL1
Interest, Class 2-A-SL1 Interest, Class 3-A-SL1 Interest, Class 4-A-SL1
Interest, Class 5-A-SL1 Interest, Class 6-A-SL1 Interest, Class 7-A-SL1
Interest, Class B-SL1 Interest, Class B-SL2 Interest, Class B-SL3 Interest,
Class B-SL4 Interest, Class B-SL5 Interest, Class B-SL6 Interest and Class
1-A-SLR Interest.
Undercollateralized Amount: As defined in Section 5.03(b)(ix).
Undercollateralized Group: As defined in Section 5.03(b)(ix).
Unscheduled Principal Amount: As to any Distribution Date and Loan Group,
the sum of the amounts described in clauses (e) and (f) of the definition of
"Principal Amount."
Upper-Tier Certificate Sub-Account: The sub-account of the Distribution
Account designated by the Trustee pursuant to Section 3.09(g).
Upper-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Subsidiary Lower-Tier REMIC Interests and
such amounts as shall from time to time be deemed held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: 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 United 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).
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. As of any date of determination, (a) 1%
of all Voting Rights shall be allocated to the Holder of the Residual
Certificate and (b) the remaining Voting Rights shall be allocated among Holders
of the remaining Classes of Certificates in proportion to the Certificate
Balances of their respective Certificates on such date.
Section 1.02. Calculations.
All dollar amounts calculated hereunder shall be rounded to the nearest
xxxxx with one-half of one xxxxx being rounded down.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee
on behalf of the Trust for the benefit of the Certificateholders, without
recourse, all the right, title and interest of the Depositor in and to the
Mortgage Loans and the related Mortgage Files, including all interest and
principal received on or with respect to the Mortgage Loans (other than payments
of principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date), the Depositor's rights under the Mortgage Loan Purchase
Agreement. The foregoing sale, transfer, assignment and set over does not and is
not intended to result in a creation of an assumption by the Trustee of any
obligation of the Depositor or any other Person in connection with the Mortgage
Loans or any agreement or instrument relating thereto, except as specifically
set forth herein. It is agreed and understood by the parties hereto that it is
not intended that any mortgage loan be included in the Trust that is a
"High-Cost Home Loan" as defined in any of (i) the New Jersey Home Ownership Act
effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices
Act effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor has
delivered or caused to be delivered to the Trustee (or a Custodian on behalf of
the Trustee) for the benefit of the Certificateholders, the following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of Xxxxx Fargo Bank,
N.A., as trustee for holders of Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2006-B, without recourse," with
all necessary intervening endorsements showing a complete chain of
endorsement from the originator to the Trustee (each such endorsement
being sufficient to transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that Mortgage
Note) and, in the case of any Mortgage Loan originated in the State of New
York documented by a NYCEMA, the NYCEMA, the new Mortgage Note, if
applicable, the consolidated Mortgage Note and the consolidated Mortgage;
(ii) except as provided below, the original recorded Mortgage
with evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the applicable Servicer (which may be part of a
blanket certification) as being a true and correct copy of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "Xxxxx Fargo Bank, N.A., as trustee for
the holders of Banc
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of America Funding Corporation Mortgage Pass-Through Certificates, Series
2006-B" (which may be included in a blanket assignment or assignments),
together with, except as provided below, originals of all interim recorded
assignments of such mortgage or a copy of such interim assignment
certified by the Servicer (which may be part of a blanket certification)
as being a true and complete copy of the original recorded intervening
assignments of Mortgage (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage to
which the assignment relates); provided that, if the related Mortgage has
not been returned from the applicable public recording office, such
Assignment of Mortgage may exclude the information to be provided by the
recording office; and provided, further, if the related Mortgage has been
recorded in the name of Mortgage Electronic Registration Systems, Inc.
("MERS") or its designee, no Assignment of Mortgage in favor of the
Trustee will be required to be prepared or delivered and instead, the
Servicer shall enforce the obligations of the Servicer to take all actions
as are necessary to cause the Trust to be shown as the owner of the
related Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by
MERS;
(iv) the originals of all assumption, modification, consolidation
or extension agreements, if any, with evidence of recording thereon, if
any;
(v) any of (A) the original or duplicate original mortgagee
title insurance policy and all riders thereto, (B) a title search showing
no lien (other than standard exceptions) on the Mortgaged Property senior
to the lien of the Mortgage or (C) an opinion of counsel of the type
customarily rendered in the applicable jurisdiction in lieu of a title
insurance policy;
(vi) the original of any guarantee executed in connection with
the Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock, the
originals of the following documents or instruments:
(A) the Cooperative Stock Certificate;
(B) the stock power executed in blank;
(C) the executed Cooperative Lease;
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(D) the executed Recognition Agreement;
(E) the executed assignment of recognition agreement, if
any;
(F) the executed UCC-1 financing statement with evidence
of recording thereon; and
(G) executed UCC-3 financing statements or other
appropriate UCC financing statements required by state law,
evidencing a complete and unbroken line from the mortgagee to the
Trustee with evidence of recording thereon (or in a form suitable
for recordation).
provided, however, that on the Closing Date, with respect to item (iii), if an
Assignment of Mortgage is required to be recorded as set forth below, the
Depositor has delivered to the Trustee (or a Custodian on behalf of the Trustee)
a copy of such Assignment of Mortgage in blank rather than in the name of the
Trustee and has caused the Servicer to retain the completed Assignment of
Mortgage for recording as described below, unless such Mortgage has been
recorded in the name of MERS or its designee. In addition, if the Depositor is
unable to deliver or cause the delivery of any original Mortgage Note due to the
loss of such original Mortgage Note, the Depositor may deliver a copy of such
Mortgage Note, together with a lost note affidavit, and shall thereby be deemed
to have satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot deliver, if
applicable, (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy, if any (together with all riders thereto), satisfying
the requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy, if
any, has not been delivered to either the Servicer or the Depositor by the
applicable title insurer in the case of clause (v) above, the Depositor shall
promptly deliver or cause to be delivered to the Trustee (or a Custodian on
behalf of the Trustee) in the case of clause (ii), (iii) or (iv) above, such
Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee (or a Custodian on behalf of
the Trustee). The Depositor shall forward or cause to be forwarded to the
Trustee (or a Custodian on behalf of the Trustee) (1) from time to time
additional original documents evidencing an assumption or modification of a
Mortgage Loan and (2) any other documents required to be delivered by the
Depositor or the Servicer to the Trustee (or a Custodian on behalf of the
Trustee). In the event that the original Mortgage is not delivered and in
connection with the payment in full of the related Mortgage Loan the public
recording office requires the presentation of a "lost instruments affidavit and
indemnity" or any equivalent document, because
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only a copy of the Mortgage can be delivered with the instrument of satisfaction
or reconveyance, the Depositor or the Servicer shall prepare, execute and
deliver or cause to be prepared, executed and delivered, on behalf of the Trust,
such a document to the public recording office.
(c) With respect to each Mortgage Loan, as promptly as practicable
subsequent to such transfer and assignment, the Servicer shall (except for any
Mortgage which has been recorded in the name of MERS or its designee) (i) cause
each Assignment of Mortgage to be in proper form for recording in the
appropriate public office for real property records within 30 days of the
Closing Date and (II) at the Depositor's expense, cause to be delivered for
recording in the appropriate public office for real property records the
Assignments of the Mortgages to the Trustee, except that, with respect to any
Assignment of a Mortgage as to which the Servicer has not received the
information required to prepare such assignment in recordable form, the
Servicer's obligation to do so and to deliver the same for such recording shall
be as soon as practicable after receipt of such information and in any event
within 30 days after the receipt thereof.
No recording of an Assignment of Mortgage will be required in a state if
either (i) the Depositor furnishes to the Trustee an unqualified Opinion of
Counsel reasonably acceptable to the Trustee to the effect that recordation of
such assignment is not necessary under applicable state law to preserve the
Trustee's interest in the related Mortgage Loan against the claim of any
subsequent transferee of such Mortgage Loan or any successor to, or creditor of,
the Depositor or the originator of such Mortgage Loan or (ii) the recordation of
an Assignment of Mortgage in such state is not required by either Rating Agency
in order to obtain the initial ratings on the Certificates on the Closing Date.
As set forth on Exhibit J attached hereto is a list of all states where
recordation is required by either Rating Agency to obtain the initial ratings of
the Certificates. The Trustee may rely and shall be protected in relying upon
the information contained in such Exhibit J.
(d) In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee (or a Custodian on behalf of the Trustee), will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in such account pursuant to Section 3.09(c).
Section 2.02. Acceptance by the Trustee or Custodian of the Mortgage
Loans.
Subject to the provisions of the following paragraph, the Trustee (or a
Custodian on its behalf) declares that it will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate delivered to it, in trust for the exclusive use and benefit of all
present and future Certificateholders. Upon execution and delivery of this
document, the Trustee (or a Custodian on its behalf) shall deliver to the
Depositor and the Servicer a certification in the form of Exhibit K hereto (the
"Initial Certification") to the effect that, except as may be specified in a
list of exceptions attached thereto, it has received the original Mortgage Note
relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule.
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Within 90 days after the execution and delivery of this Agreement, the
Trustee (or a Custodian on its behalf) shall review the Mortgage Files in its
possession, and shall deliver to the Depositor and the Servicer a certification
in the form of Exhibit L hereto (the "Final Certification") to the effect that,
as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be
specified in a list of exceptions attached to such Final Certification, such
Mortgage File contains all of the items required to be delivered pursuant to
Section 2.01; provided, however, that the Trustee (or a Custodian on its behalf)
shall not be responsible for determining if the items set forth in Section
2.01(b)(vii) have been delivered.
If, in the course of such review, the Trustee or the Custodian finds any
document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01 or is omitted from such Mortgage File or if the
Depositor, the Servicer or the Trustee discovers a breach by the Sponsor of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan and such breach materially adversely affects the
interest of the Certificateholders in the related Mortgage Loan (provided that
any such breach that causes the Mortgage Loan not to be a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code shall be deemed to
materially and adversely affect the interests of the Certificateholders), then
such party shall promptly so notify the Sponsor, the Servicer, the Trustee and
the Depositor of such failure to meet the requirements of Section 2.01 or of
such breach and request that the Sponsor deliver such missing documentation or
cure such defect or breach within 90 days of its discovery or its receipt of
notice of any such failure to meet the requirements of Section 2.01 or of such
breach. If the Trustee receives written notice that the Sponsor has not
delivered such missing document or cured such defect or breach in all material
respects during such period, the Trustee, on behalf of the Trust, shall enforce
the Sponsor's obligation under the Mortgage Loan Purchase Agreement and cause
the Sponsor to either (a) substitute for the related Mortgage Loan a Substitute
Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth below or (b) purchase such Mortgage Loan
from the Trust at the Purchase Price for such Mortgage Loan; provided, however,
that in no event shall such a substitution occur more than two years from the
Closing Date; provided, further, that such substitution or repurchase must occur
within 90 days of when such defect was discovered if such defect will cause the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code.
In performing any such review, the Trustee (or a Custodian on its behalf)
may conclusively rely on the purported genuineness of any such document and any
signature thereon. It is understood that the scope of the Trustee's review (or a
Custodian's review on its behalf) of the Mortgage Files is limited solely to
confirming that the documents listed in Section 2.01 have been received and
further confirming that any and all documents delivered pursuant to Section 2.01
appear on their face to have been executed and relate to the Mortgage Loans
identified in the Mortgage Loan Schedule based solely upon the review of items
(i) and (xi) in the definition of Mortgage Loan Schedule. The Trustee (or a
Custodian on its behalf) shall have no responsibility for determining whether
any document is valid and binding, whether the text of any assignment or
endorsement is in proper or recordable form, whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.
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If the Trustee receives written notice of a breach of any representation
or warranty of the Sponsor, the Trustee, on behalf of the Trust, shall enforce
the rights of the Trust under the Mortgage Loan Purchase Agreement for the
benefit of the Certificateholders. In addition, if the Trustee receives written
notice of a breach of a representation set forth in clauses (k) and (o) of
paragraph 3 or clauses (f) and (oo) of paragraph 4 of the Mortgage Loan Purchase
Agreement that occurs as a result of a violation of an applicable predatory or
abusive lending law, the Trustee, on behalf of the Trust, shall enforce the
right of the Trust to reimbursement by the Sponsor for all costs or damages
incurred by the Trust as a result of the violation of such law (such amount, the
"Reimbursement Amount"). It is understood and agreed that, except for the
payment of any Reimbursement Amount, the obligation of the Sponsor to cure or to
repurchase or substitute any Mortgage Loan as to which a document is missing, a
material defect in a constituent document exists or as to which such a breach
has occurred and is continuing shall constitute the sole remedy against the
Sponsor in respect of such omission, defect or breach available to the Trustee
on behalf of the Trust and the Certificateholders.
It is understood and agreed that the representations and warranties set
forth in the Mortgage Loan Purchase Agreement shall survive delivery of the
Mortgage Files to the Trustee (or a Custodian on behalf of the Trustee) and
shall inure to the benefit of the Certificateholders notwithstanding any
restrictive or qualified endorsement or assignment. With respect to the
representations and warranties set forth in the Mortgage Loan Purchase Agreement
that are made to the best of the Sponsor's knowledge or as to which the Sponsor
had no knowledge, if it is discovered by the Depositor or the Trustee that the
substance of such representation or warranty is inaccurate and such inaccuracy
materially and adversely affects the interest of the Certificateholders in the
related Mortgage Loan then, notwithstanding the Sponsor's lack of knowledge with
respect to the substance of such representation or warranty being inaccurate as
the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.
With respect to each Substitute Mortgage Loan, the Sponsor shall deliver
to the Trustee (or a Custodian on behalf of the Trustee), for the benefit of the
Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of
Mortgage (except for any Mortgage which has been recorded in the name of MERS or
its designee), and such other documents and agreements as are otherwise required
by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as
required by Section 2.01. No substitution is permitted to be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to any such Substitute Mortgage Loan in the month of substitution
shall not be part of the Trust Estate. For the month of substitution,
distributions to Certificateholders will include the Monthly Payment due for
such month on any Defective Mortgage Loan for which the Sponsor has substituted
a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of each Mortgage Loan that has become
a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan
or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to
the Trustee. Upon such substitution, each Substitute Mortgage Loan shall be
subject to the terms of this Agreement in all respects, and the Sponsor shall be
deemed to have made to the Trustee with respect to such Substitute Mortgage
Loan, as of the date of substitution, the representations and warranties made
pursuant to
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paragraph 4 of the Mortgage Loan Purchase Agreement. Upon any such substitution
and the deposit to the Servicer Custodial Account of any required Substitution
Adjustment Amount (as described in the next paragraph) and receipt of a Request
for Release, the Trustee (or a Custodian on behalf of the Trustee) shall upon
receipt of written notice from the Servicer of such deposit, release the
Mortgage File relating to such Defective Mortgage Loan to the Sponsor and the
Trustee shall execute and deliver at the Sponsor's direction such instruments of
transfer or assignment prepared by the Sponsor, in each case without recourse,
as shall be necessary to vest title in the Sponsor, or its designee, to the
Trustee's interest in any Defective Mortgage Loan substituted for pursuant to
this Section 2.02.
For any month in which the Sponsor substitutes one or more Substitute
Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by
which the aggregate principal balance of all such Substitute Mortgage Loans in a
Loan Group as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Defective Mortgage Loans in a Loan Group (after
application of the principal portion of the Monthly Payments due in the month of
substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an
amount equal to the aggregate of any unreimbursed Advances with respect to such
Defective Mortgage Loans shall be remitted to the Servicer Custodial Account by
the Sponsor on or before the Remittance Date for the Distribution Date in the
month succeeding the calendar month during which the related Mortgage Loan is
required to be purchased or replaced hereunder. The Purchase Price of any
repurchase and the Substitution Adjustment Amount, if any, shall be deposited in
the Servicer Custodial Account. The Servicer shall give the Trustee written
notice of such deposits.
The Trustee (or a Custodian on its behalf) shall retain possession and
custody of each Mortgage File in accordance with and subject to the terms and
conditions set forth herein. The Servicer shall cause to be promptly delivered
to the Trustee (or a Custodian on its behalf), upon the execution or, in the
case of documents requiring recording, receipt thereof, the originals of such
other documents or instruments constituting the Mortgage File as come into the
Servicer's possession from time to time.
Neither the Trustee nor any Custodian shall be under any duty or
obligation (i) to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they are other than what they
purport to be on their face or (ii) to determine whether any Mortgage File
should include any of the documents specified in Section 2.01(b)(iv), (vi),
(vii), (viii) and (ix).
Section 2.03. Representations, Warranties and Covenants of the Servicer.
(a) The Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly
organized, validly existing and in good standing under the laws of the
United States and has all licenses necessary to carry on its business as
now being conducted and is licensed, qualified and in good standing in
each of the states where a Mortgaged Property is located if the laws of
such state require licensing or qualification in order to conduct business
of the type conducted by the Servicer. The Servicer has power and
authority to execute and deliver
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this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Servicer and
the consummation of the transactions contemplated hereby have been duly
and validly authorized. This Agreement, assuming due authorization,
execution and delivery by the other parties hereto, evidences the valid,
binding and enforceable obligation of the Servicer, subject to applicable
law except as enforceability may be limited by (A) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors and (B) general
principles of equity, whether enforcement is sought in a proceeding in
equity or at law. All requisite corporate action has been taken by the
Servicer to make this Agreement valid and binding upon the Servicer in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the amended and
restated article of association or by-laws of the Servicer or result in
the breach of any term or provision of, or conflict with or constitute a
default under or result in the acceleration of any obligation under, any
agreement, indenture or loan or credit agreement or other instrument to
which the Servicer or its property is subject, or result in the violation
of any law, rule, regulation, order, judgment or decree to which the
Servicer or its property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the Servicer, threatened against the
Servicer which, either individually or in the aggregate, would result in
any material adverse change in the business, operations, financial
condition, properties or assets of the Servicer, or in any material
impairment of the right or ability of the Servicer to carry on its
business substantially as now conducted or which would draw into question
the validity of this Agreement or the Mortgage Loans or of any action
taken or to be taken in connection with the obligations of the Servicer
contemplated herein, or which would materially impair the ability of the
Servicer to perform under the terms of this Agreement.
(b) The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
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Section 2.04. Representations and Warranties of the Depositor as to the
Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with respect
to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date
hereof or such other date set forth herein that as of the Closing Date:
(i) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(ii) As of the Closing Date, the Depositor has transferred all
right, title and interest in the Mortgage Loans to the Trustee on behalf
of the Trust.
(iii) As of the Closing Date, the Depositor has not transferred
the Mortgage Loans to the Trustee on behalf of the Trust with any intent
to hinder, delay or defraud an of its creditors.
It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee and shall inure to the benefit of the Trustee,
notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by any of the Depositor, the Servicer, the Trustee or the
Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties; provided that any such breach that
causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code shall be deemed to materially and adversely
affect the interests of the Certificateholders. Within 90 days of its discovery
or its receipt of notice of any such breach, the Depositor shall cure such
breach in all material respects or shall either (i) repurchase the Mortgage Loan
or any property acquired in respect thereof from the Trustee at a price equal to
the Purchase Price or (ii) if within two years of the Closing Date, substitute
for such Mortgage Loan in the manner described in Section 2.02; provided that if
the breach would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such repurchase or
substitution must occur within 90 days from the date the breach was discovered.
The Purchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any shall be remitted to the Servicer for
deposit to the Servicer Custodial Account. It is understood and agreed that,
except with respect to the second preceding sentence, the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trust and the Trustee on
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behalf of Certificateholders, and such obligation shall survive until
termination of the Trust hereunder.
Section 2.05. Designation of Interests in the REMICs.
The Depositor hereby designates the Classes of Senior Certificates (other
than the Class 1-A-R Certificate) and the Classes of Subordinate Certificates as
"regular interests" and the Class UR Interest as the single class of "residual
interest" in the Upper Tier REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Depositor hereby further designates (i) the
Class 1-L Interest, Class 1-LS Interest, Class 2-L Interest, Class 2-LS
Interest, Class 3-L Interest, Class 3-LS Interest, Class 4-L Interest, Class
4-LS Interest, Class 5-L Interest, Class 5-LS Interest, Class 6-L Interest,
Class 6-LS Interest, Class 7-L Interest and Class 7-LS Interest as the classes
of "regular interests" and the Class LR Interest as the single class of
"residual interest" in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively and (ii) the Class 1-A-SL1 Interest,
Class 2-A-SL1 Interest, Class 3-A-SL1 Interest, Class 4-A-SL1 Interest, Class
5-A-SL1 Interest, Class 6-A-SL1 Interest, Class 7-A-SL1 Interest, Class B-SL1
Interest, Class B-SL2 Interest, Class B-SL3 Interest, Class B-SL4 Interest,
Class B-SL5 Interest, Class B-SL6 Interest, and Class 1-A-SLR Interest as
classes of "regular interests" and the Class SLR Interest as the single class of
"residual interest" in the Subsidiary Lower-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively.
Section 2.06. Designation of Start-up Day.
The Closing Date is hereby designated as the "start-up day" of each REMIC
within the meaning of Section 860G(a)(9) of the Code.
Section 2.07. REMIC Certificate Maturity Date.
Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" of the regular
interests in each REMIC is February 20, 2036.
Section 2.08. Execution and Delivery of Certificates.
The Trustee (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Subsidiary
Lower-Tier REMIC and the Certificateholders and that it holds the Uncertificated
Subsidiary Lower-Tier Interests on behalf of the Upper-Tier REMIC and the
Certificateholders and (ii) has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Loans, the Uncertificated Lower-Tier
Interests and the Uncertificated Subsidiary Lower-Tier Interests, together with
all other assets included in the definition of "Trust Estate," receipt of which
is hereby acknowledged, Certificates in authorized denominations which, together
with the Uncertificated Lower-Tier Interests and the Uncertificated Subsidiary
Lower-Tier Interests, evidence ownership of the entire Trust Estate.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Servicer to Service the Mortgage Loans.
For and on behalf of the Certificateholders, the Servicer shall service
and administer the Mortgage Loans in accordance with the terms of this
Agreement, Customary Servicing Procedures, applicable law and the terms of the
related Mortgage Notes and Mortgages. In connection with such servicing and
administration, the Servicer shall have full power and authority, acting alone
and/or through Subservicers as provided in Section 3.02, to do or cause to be
done any and all things that it may deem necessary or desirable in connection
with such servicing and administration including, but not limited to, the power
and authority, subject to the terms hereof, (a) to execute and deliver, on
behalf of the Certificateholders and the Trustee, customary consents or waivers
and other instruments and documents, (b) to consent, with respect to the
Mortgage Loans, to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (c) to collect any Insurance Proceeds and other Liquidation Proceeds
relating to the Mortgage Loans, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage
Loan. The Servicer shall represent and protect the interests of the Trust in the
same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.18. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments and agreements of
satisfaction, cancellation, default, assumption, modification, discharge,
partial or full release, and all other comparable instruments and agreements,
with respect to the Mortgage Loans, and with respect to the related Mortgaged
Properties held for the benefit of the Certificateholders. To the extent that
the Servicer is not permitted to execute and deliver such documents pursuant to
the preceding sentence, the Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by any or all
of them as are necessary or appropriate to enable the Servicer to service and
administer the Mortgage Loans. Upon receipt of such documents, the Depositor
and/or the Trustee, upon the direction of the Servicer, shall promptly execute
such documents and deliver them to the Servicer. Alternatively, upon the request
of the Servicer, the Trustee shall execute and deliver to the Servicer any
additional powers of attorney or other documents prepared by the Servicer that
are reasonably necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement.
In accordance with the standards of the preceding paragraph, the Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties
relating to the Mortgage Loans, which Servicing Advances shall be reimbursable
in the first instance from related collections from the Mortgagors
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pursuant to Section 3.09, and further as provided in Section 3.11. The costs
incurred by the Servicer, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties and related insurance premiums shall
not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the Servicer as
servicer under this Agreement) to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
Section 3.02. Subservicing; Enforcement of the Obligations of the
Servicer.
(a) The Servicer may arrange for the subservicing of any Mortgage Loan
by a Subservicer pursuant to a Subservicing Agreement; provided, however, that
such subservicing arrangement and the terms of the related Subservicing
Agreement must provide for the servicing of such Mortgage Loan in a manner
consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such Subservicing
Agreements or arrangements or by virtue of indemnification from the Subservicer
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to have
received any collections, recoveries or payments with respect to the Mortgage
Loans that are received by a Subservicer regardless of whether such payments are
remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its best reasonable
efforts to enforce the obligations of each Subservicer engaged by the Servicer
under the related Subservicing Agreement, to the extent that the non-performance
of any such obligation would have a material and adverse effect on a Mortgage
Loan. Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Subservicing Agreements and the pursuit of other
appropriate 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, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement to the
extent, if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is directed.
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(d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
(e) If the Trustee acts as Servicer, it will not assume liability for
the representations and warranties of the Servicer, if any, that it replaces.
(f) The Servicer shall promptly upon request provide to the Depositor a
written description (in form and substance satisfactory to the Depositor) of the
role and function of each Subcontractor utilized by the Servicer, specifying (i)
the identity of each such Subcontractor that is a Servicing Function Participant
and (ii) which elements of the Servicing Criteria will be addressed in
Assessments of Compliance provided by each Servicing Function Participant. As a
condition to the utilization by the Servicer of any Servicing Function
Participant, the Servicer shall cause any such Servicing Function Participant
for the benefit of the Depositor to comply with the provisions of Section 3.21
of this Agreement to the same extent as if such Servicing Function Participant
were the Servicer. The Servicer shall be responsible for obtaining from each
such Servicing Function Participant and delivering to the applicable Persons any
Assessment of Compliance and related Attestation Report required to be delivered
by such Servicing Function Participant under Section 3.21, in each case as and
when required to be delivered.
Notwithstanding the foregoing, if the Servicer engages a Subcontractor in
connection with the performance of any of its duties under this Agreement, the
Servicer shall be responsible for determining whether such Subcontractor is an
Additional Servicer.
The Servicer shall indemnify the Depositor, the Sponsor and the Trustee
and any of their respective directors, officers, employees or agents and hold
them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain in any way
related to a breach of the Servicer's obligation set forth in the preceding
paragraph or the failure of the Servicer to perform any of its obligations under
this Section 3.02(f), Section 3.20, Section 3.21 or Section 3.22.
Section 3.03. Fidelity Bond; 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 on all
officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage
Loans. These policies must insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. Such fidelity
bond shall also protect and insure the Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance
shall diminish or relieve the
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Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be at least
equal to the corresponding amounts required by FNMA in the FNMA Servicing Guide
or by FHLMC in the FHLMC Sellers' & Servicers' Guide, as amended or restated
from time to time, or in an amount as may be permitted to the Servicer by
express waiver of FNMA or FHLMC.
Section 3.04. Access to Certain Documentation.
The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation required by applicable regulations of
the OTS and the FDIC with respect to the Mortgage Loans. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices designated by the Servicer. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05. Maintenance of Primary Mortgage Insurance Policy; Claims.
With respect to each Mortgage Loan with a Loan-to-Value Ratio in excess of
80% or such other Loan-to-Value Ratio as may be required by law, the Servicer
shall, without any cost to the Trust Estate, maintain or cause the Mortgagor to
maintain in full force and effect a Primary Mortgage Insurance Policy insuring
that portion of the Mortgage Loan in excess of a percentage in conformity with
FNMA requirements. The Servicer shall pay or shall cause the Mortgagor to pay
the premium thereon on a timely basis, at least until the Loan-to-Value Ratio of
such Mortgage Loan is reduced to 80% or such other Loan-to-Value Ratio as may be
required by law. If such Primary Mortgage Insurance Policy is terminated, the
Servicer shall obtain from another insurer a comparable replacement policy, with
a total coverage equal to the remaining coverage of such terminated Primary
Mortgage Insurance Policy. If the insurer shall cease to be an insurer
acceptable to FNMA, the Servicer shall notify the Trustee in writing, it being
understood that the Servicer shall not have any responsibility or liability for
any failure to recover under the Primary Mortgage Insurance Policy for such
reason. If the Servicer determines that recoveries under the Primary Mortgage
Insurance Policy are jeopardized by the financial condition of the insurer, the
Servicer shall obtain from another insurer which meets the requirements of this
Section 3.05 a replacement insurance policy. The Servicer shall not take any
action that would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss that, but for the actions of the Servicer, would
have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 3.13, the
Servicer shall promptly notify the insurer under the related Primary Mortgage
Insurance Policy, if any, of such assumption or substitution of liability in
accordance with the terms of such Primary Mortgage Insurance Policy and shall
take all actions which may be required by such insurer as a condition to the
continuation of coverage under such Primary Mortgage Insurance Policy. If such
Primary Mortgage Insurance Policy is terminated as a result of such assumption
or substitution of liability, the Servicer shall obtain a replacement Primary
Mortgage Insurance Policy as provided above.
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In connection with its activities as servicer, the Servicer agrees to
prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance
Policy in a timely fashion in accordance with the terms of such Primary Mortgage
Insurance Policy and, in this regard, to take such action as shall be necessary
to permit recovery under any Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 3.08(a), any amounts collected by
the Servicer under any Primary Mortgage Insurance Policy shall be deposited in
the Escrow Account, subject to withdrawal pursuant to Section 3.08(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
Section 3.06. Rights of the Depositor and the Trustee in Respect of the
Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the
Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer hereunder and in
connection with any such defaulted obligation to exercise the related rights of
the Servicer hereunder; provided that the Servicer shall not be relieved of any
of its obligations hereunder by virtue of such performance by the Depositor or
its designee. Neither the Trustee nor the Depositor shall have any
responsibility or liability for any action or failure to act by the Servicer,
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01. The Servicer shall be solely liable for all fees
owed by it to any Subservicer, irrespective of whether the Servicer's
compensation pursuant to this Agreement is sufficient to pay such fees.
Section 3.07. Trustee to Act as Servicer.
If the Servicer shall for any reason no longer be the Servicer hereunder
(including by reason of an Event of Default), the Trustee shall within 90 days
of such time, assume, if it so elects, or shall appoint a successor Servicer to
assume, all of the rights and obligations of the Servicer hereunder arising
thereafter (except that the Trustee shall not be (a) liable for losses of the
Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor
Servicer hereunder, (b) obligated to make Advances if it is prohibited from
doing so by applicable law or (c) deemed to have made any representations and
warranties of the Servicer hereunder). Any such assumption shall be subject to
Sections 7.02 and 8.05. If the Servicer shall for any reason no longer be the
Servicer (including by reason of any Event of Default), the Trustee or the
successor Servicer may elect to succeed to any rights and obligations of the
Servicer under each Subservicing Agreement or may terminate each Subservicing
Agreement. If it has elected to
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assume the Subservicing Agreement, the Trustee or the successor Servicer shall
be deemed to have assumed all of the Servicer's interest therein and to have
replaced the Servicer as a party to any Subservicing Agreement entered into by
the Servicer as contemplated by Section 3.02 to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except that the
Servicer shall not be relieved of any liability or obligations under any such
Subservicing Agreement.
The Servicer that is no longer a Servicer hereunder shall, upon request of
the Trustee, but at the expense of such Servicer, deliver to the assuming party
all documents and records relating to each Subservicing Agreement or substitute
servicing agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected or held by it and otherwise use its best efforts
to effect the orderly and efficient transfer of such substitute Subservicing
Agreement to the assuming party. The Trustee shall be entitled to be reimbursed
from the predecessor Servicer (or the Trust if the predecessor Servicer is
unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.
Section 3.08. Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.
(a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of America, National
Association, in trust for registered holders of Banc of America Funding
Corporation Mortgage Pass-Through Certificates, Series 2006-B and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by FNMA or FHLMC as an eligible institution for escrow accounts and which
is a member of the Automated Clearing House. In any case, the Escrow Account
shall be insured by the FDIC to the fullest extent permitted by law. The
Servicer shall deposit in the appropriate Escrow Account on a daily basis, and
retain therein: (i) all Escrow Payments collected on account of the Mortgage
Loans, (ii) all amounts representing proceeds of any hazard insurance policy
which are to be applied to the restoration or repair of any related Mortgaged
Property; and (iii) all amounts representing proceeds of any Primary Mortgage
Insurance Policy. Nothing herein shall require the Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Account may be
made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.08(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any
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interest earned on funds deposited in the Escrow Account (and not required to be
paid to the Mortgagor), (viii) to the extent permitted under the terms of the
related Mortgage Note and applicable law, to pay late fees with respect to any
Monthly Payment which is received after the applicable grace period, (ix) to
withdraw suspense payments that are deposited into the Escrow Account, (x) to
withdraw any amounts inadvertently deposited in the Escrow Account; or (xi) to
clear and terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage. The Servicer shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in the Escrow Account, if any, which shall have been
estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for Escrow Payments, the Servicer shall determine that
any such payments are made by the Mortgagor. The Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of each Mortgagor's faithful performance
in the payment of same or the making of the Escrow Payments. The Servicer shall
advance any such payments that are not timely paid, but the Servicer shall be
required so to advance only to the extent that such Servicing Advances, in the
good faith judgment of the Servicer, will be recoverable by the Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Collection of Mortgage Loan Payments; Servicer Custodial
Account; Distribution Account.
(a) Continuously from the date hereof until the principal and interest
on all Mortgage Loans are paid in full, the Servicer will proceed diligently, in
accordance with this Agreement, to collect all payments due under each of the
Mortgage Loans when the same shall become due and payable. Further, the Servicer
will in accordance with all applicable law and Customary Servicing Procedures
ascertain and estimate taxes, assessments, fire and hazard insurance premiums,
mortgage insurance premiums and all other charges with respect to the Mortgage
Loans that, as provided in any Mortgage, will become due and payable to the end
that the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable. Consistent with the foregoing,
the Servicer may in its discretion (i) waive any late payment charge or any
prepayment penalties or penalty interest in connection with the prepayment of a
Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage Note
for a period not greater than 120 days; provided, however, that the Servicer
cannot extend the maturity of any such Mortgage Loan past the date on which the
final payment is due on the latest maturing Mortgage Loan as of the Cut-Off
Date. In the event of any such arrangement, the Servicer shall make Periodic
Advances on the related Mortgage Loan in accordance with the provisions of
Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. The Servicer shall not be required to institute or join in
litigation with respect to
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collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law.
(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account on a daily basis within one Business Day of receipt, except as
otherwise specifically provided herein, the following payments and collections
remitted by Subservicers or received by it in respect of the Mortgage Loans
subsequent to the Cut-Off Date (other than in respect of principal and interest
due on the Mortgage Loans on or before the Cut-Off Date) and the following
amounts required to be deposited hereunder with respect to the Mortgage Loans it
services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans,
net of the related Servicing Fee;
(iii) with respect to each Mortgage Loan, (A) all Insurance
Proceeds and Liquidation Proceeds, other than Insurance Proceeds to be (1)
applied to the restoration or repair of the Mortgaged Property, (2)
released to the Mortgagor in accordance with Customary Servicing
Procedures or (3) required to be deposited to an Escrow Account pursuant
to Section 3.08 and (B) any Insurance Proceeds released from an Escrow
Account;
(iv) any amount required to be deposited by the Servicer pursuant
to Section 3.09(d) in connection with any losses on Permitted Investments
with respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer
pursuant to Section 3.14;
(vi) Periodic Advances made by the Servicer pursuant to Section
3.19 and any Compensating Interest;
(vii) all Purchase Prices, all Substitution Adjustment Amounts and
all Reimbursement Amounts to the extent received by the Servicer;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial Account
by the Servicer shall be exclusive. If the Servicer shall deposit in the
Servicer Custodial Account any amount not required to be deposited, it may at
any time withdraw or direct the institution maintaining the Servicer Custodial
Account to withdraw such amount from the Servicer Custodial Account, any
provision herein to the contrary notwithstanding. The Servicer Custodial
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Account may contain funds that belong to one or more trust funds created for
mortgage pass-through certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the Servicer or serviced by
the Servicer on behalf of others. Notwithstanding such commingling of funds, the
Servicer shall keep records that accurately reflect the funds on deposit in the
Servicer Custodial Account that have been identified by it as being attributable
to the Mortgage Loans. The Servicer shall maintain adequate records with respect
to all withdrawals made pursuant to this Section 3.09. All funds required to be
deposited in the Servicer Custodial Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account, which shall be deemed to consist
of ten sub-accounts. The Trustee shall, promptly upon receipt, deposit in the
Distribution Account and retain therein the following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.09(d)
in connection with any losses on Permitted Investments with respect to the
Distribution Account; and
(iii) any other amounts deposited hereunder which are required to
be deposited in the Distribution Account.
If the Servicer shall remit any amount not required to be remitted, it may
at any time direct the Trustee to withdraw such amount from the Distribution
Account, any provision herein to the contrary notwithstanding. Such direction
may be accomplished by delivering an Officer's Certificate to the Trustee which
describes the amounts deposited in error in the Distribution Account. All funds
required to be deposited in the Distribution Account shall be held by the
Trustee in trust for the Certificateholders until disbursed in accordance with
this Agreement or withdrawn in accordance with Section 3.11. In no event shall
the Trustee incur liability for withdrawals from the Distribution Account at the
direction of the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Distribution Account is maintained may invest the funds therein as directed in
writing by the Servicer (in the case of the Servicer Custodial Account) or the
Trustee (in the case of the Distribution Account) in Permitted Investments,
which shall mature not later than (i) in the case of the Servicer Custodial
Account, the Business Day next preceding the related Remittance Date (except
that if such Permitted Investment is an obligation of the institution that
maintains such account, then such Permitted Investment shall mature not later
than such Remittance Date) and (ii) in the case of the Distribution Account, the
Business Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date).
All such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All Servicer Custodial Account Reinvestment
Income shall be for the benefit of the Servicer as part of its Servicing
Compensation and shall be retained by it monthly as provided herein. All income
or gain (net of any losses) realized from any such investment of funds on
deposit in the Distribution Account shall be for the benefit of the Trustee as
additional
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compensation and shall be retained by it monthly as provided herein. The amount
of any losses realized in the Servicer Custodial Account or the Distribution
Account incurred in respect of any such investments shall promptly be deposited
by the Servicer in the Servicer Custodial Account or by the Trustee in the
Distribution Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed change
of location of the Servicer Custodial Account not later than 30 days after and
not more that 45 days prior to any change thereof. The Trustee shall give notice
to the Depositor, the Servicer and the Rating Agencies of any proposed change of
the location of the Distribution Account maintained by the Trustee not later
than 30 days after and not more than 45 days prior to any change thereof. The
creation of the Servicer Custodial Account and the Distribution Account shall be
evidenced by a certification substantially in the form of Exhibit F hereto.
(f) The Trustee shall designate each of the Lower-Tier Certificate
Sub-Account, the Subsidiary Lower-Tier Certificate Sub-Account and the
Upper-Tier Certificate Sub-Account as a sub-account of the Distribution Account.
On each Distribution Date (other than the Final Distribution Date, if such Final
Distribution Date is in connection with a purchase of the remaining assets of
the Trust Estate by the Servicer), the Trustee shall (i) from funds available on
deposit in the Distribution Account, be deemed to deposit into the Lower-Tier
Certificate Sub-Account all funds deemed on deposit in the Loan Group 1
Sub-Account, Loan Group 2 Sub-Account, the Loan Group 3 Sub-Account, the Loan
Group 4 Sub-Account, the Loan Group 5 Sub-Account, the Loan Group 6 Sub-Account
and the Loan Group 7 Sub-Account and, (ii) immediately thereafter, be deemed to
deposit into the Subsidiary Lower-Tier Certificate Sub-Account the Lower-Tier
Distribution Amount, and (iii) immediately thereafter, be deemed to deposit into
the Upper-Tier Certificate Sub-Account the Subsidiary Lower-Tier Distribution
Amount.
Section 3.10. Access to Certain Documentation and Information Regarding
the Mortgage Loans.
The Servicer shall afford the Trustee reasonable access to all records and
documentation regarding the Mortgage Loans and all accounts, insurance
information and other matters relating to this Agreement, such access being
afforded without charge, but only upon reasonable request and during normal
business hours at the office designated by the Servicer.
Section 3.11. Permitted Withdrawals from the Distribution Account and the
Servicer Custodial Account.
(a) The Servicer may from time to time make withdrawals from the
Servicer Custodial Account for the following purposes:
(i) to pay to the Servicer (to the extent not previously
retained), the Servicing Fee to which it is entitled pursuant to Section
3.17;
(ii) to reimburse the Servicer for unreimbursed Advances made by
it, such right of reimbursement pursuant to this clause (ii) being limited
to amounts received on the Mortgage Loans in the same Loan Group as the
Mortgage Loan(s) in respect of which any such Advance was made;
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(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited first to amounts received on the Mortgage Loans in the same
Loan Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the
related Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan
or REO Property that has been purchased pursuant to Section 2.02 or
Section 2.04, all amounts received thereon after the date of such
purchase;
(vi) to reimburse itself or the Depositor for expenses incurred
by either of them and reimbursable pursuant to this Agreement, including
but not limited to, Section 3.02 and Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount for such Distribution Date,
to the extent on deposit, and remit such amount in immediately available
funds to the Trustee for deposit in the Distribution Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Servicer Custodial Account pursuant to clauses (i), (ii), (iv) and (v)
above. Prior to making any withdrawal from the Servicer Custodial Account
pursuant to clause (iii) above, the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Distribution Account for
distributions to Certificateholders in the manner specified in this Agreement.
In addition, the Trustee may from time to time make withdrawals from the
Distribution Account for the following purposes:
(i) to pay to itself the Trustee Fee;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Distribution Account and
any other amounts (other than the Trustee Fee) due to it under this
Agreement for the related Distribution Date;
(iii) to withdraw and return to the Servicer any amount deposited
in the Distribution Account and not required to be deposited therein; and
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(iv) to clear and terminate the Distribution Account upon
termination of this Agreement pursuant to Section 10.01.
(c) On each Distribution Date, funds on deposit in the Distribution
Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account
shall be used to make payments on the Regular Certificates and the Class 1-A-R
Certificate as provided in Sections 5.01 and 5.02. The Distribution Account
shall be cleared and terminated upon termination of this Agreement pursuant to
Section 10.01.
Section 3.12. Maintenance of Hazard Insurance and Other Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and
hazard insurance with extended coverage customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the lesser
of (a) the full insurable value of the Mortgaged Property or (b) the greater of
(i) the outstanding principal balance owing on the Mortgage Loan and (ii) an
amount such that the proceeds of such insurance shall be sufficient to avoid the
application to the Mortgagor or loss payee of any coinsurance clause under the
policy. If the Mortgaged Property is in an area identified 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 and the requirements
of FNMA or FHLMC. The Servicer shall also maintain on REO Property serviced by
it, fire and hazard insurance with extended coverage in an amount which is at
least equal to the maximum insurable value of the improvements which are a part
of such property, liability insurance and, to the extent required, flood
insurance in an amount required above. Any amounts collected by the Servicer
under any such policies (other than amounts to be deposited in an Escrow Account
and applied to the restoration or repair of the property subject to the related
Mortgage or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor in accordance with Customary Servicing Procedures)
shall be deposited in the Servicer Custodial Account, subject to withdrawal
pursuant to Section 3.11(a). It is understood and agreed that no earthquake or
other additional insurance need be required by the Servicer of any Mortgagor or
maintained on REO Property, 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 policies required hereunder shall be endorsed with
standard mortgagee clauses with loss payable to the Servicer, and shall provide
for at least 30 days prior written notice of any cancellation, reduction in
amount or material change in coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a unit in
a condominium development or planned unit development shall be maintained with
respect to such Mortgage Loan and the related development in a manner which is
consistent with FNMA requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket policy
insuring against hazard losses on all of the Mortgaged Properties relating to
the Mortgage Loans in lieu of maintaining the required hazard insurance policies
for each Mortgage Loan and may maintain a blanket policy insuring against
special flood hazards in lieu of maintaining any required flood insurance. Any
such blanket policies shall (A) be consistent with prudent industry standards,
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(B) name the Servicer as loss payee, (C) provide coverage in an amount equal to
the aggregate unpaid principal balance on the related Mortgage Loans without
co-insurance and (D) otherwise comply with the requirements of this Section
3.12. Any such blanket policy may contain a deductible clause; provided that if
any Mortgaged Property is not covered by a separate policy otherwise complying
with this Section 3.12 and a loss occurs with respect to such Mortgaged Property
which loss would have been covered by such a policy, the Servicer shall deposit
in the Servicer Custodial Account the difference, if any, between the amount
that would have been payable under a separate policy complying with this Section
3.12 and the amount paid under such blanket policy.
Section 3.13. Enforcement of Due-On-Sale Clauses; Assumption Agreements.
(a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which it reasonably believes it is restricted by law from preventing,
for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been 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 or if an instrument of release is required
releasing the Mortgagor from liability on the Mortgage Loan, the Servicer shall
prepare and execute the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the
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Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
may be changed. In addition, the substitute Mortgagor and the Mortgaged Property
must be acceptable to the Servicer in accordance with its underwriting standards
as then in effect. Together with each such substitution, assumption or other
agreement or instrument, the Servicer shall execute an Officer's Certificate
signed by a Servicing Officer stating that the requirements of this subsection
have been met. The Servicer shall notify the Trustee that any such substitution
or assumption agreement has been completed by forwarding to the Trustee (or at
the direction of the Trustee, the Custodian) a copy of the Officer's Certificate
described in the previous sentence and the original of such substitution or
assumption agreement, which in the case of the original shall be added 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. Any fee collected by the Servicer for entering into
an assumption or substitution of liability agreement may be retained by it as
additional servicing compensation.
Section 3.14. Realization Upon Defaulted Mortgage Loans; REO Property.
(a) Subject to Section 3.18, the Servicer shall use reasonable best
efforts to foreclose upon or otherwise comparably convert the ownership of
Mortgaged Properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments. In connection with such foreclosure or other
conversion, the Servicer shall follow Customary Servicing Procedures and shall
meet the requirements of the insurer under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer shall not be required to expend its
own funds in connection with any foreclosure or towards the restoration of any
Mortgaged Property unless it shall determine (i) that such restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through proceeds of the liquidation of the Mortgage Loan
(respecting which it shall have priority for purposes of withdrawals from the
Servicer Custodial Account). Any such expenditures shall constitute Servicing
Advances for purposes of this Agreement.
(b) With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trust for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
name of the Trust shall be placed on the title to such REO Property. The
Servicer shall ensure that the title to such REO Property references this
Agreement. Pursuant to its efforts to sell such REO Property, the Servicer shall
either itself or through an agent selected by it manage, conserve, protect and
operate such REO Property in the same manner that it manages, conserves,
protects and operates other foreclosed property for its own account and in the
same manner that similar property in the same locality as the REO Property is
managed. Incident to its conservation and protection of the interests of the
Certificateholders, the Servicer may rent the same, or any part thereof, as it
deems to be in the best interest of the Certificateholders for the period prior
to the sale of such REO Property. The Servicer shall prepare for and deliver to
the Trustee a statement with respect to each REO Property serviced by it that
has been rented, if any, showing the aggregate rental income received and all
expenses incurred in connection with the management and maintenance of such REO
Property at such
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times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions; provided, however, that the Servicer shall
have no duty to rent any REO Property on behalf of the Trust. The net monthly
rental income, if any, from such REO Property shall be deposited in the Servicer
Custodial Account no later than the close of business on each Determination
Date. The Servicer shall perform, with respect to the Mortgage Loans, the tax
reporting and withholding required by Sections 1445 and 6050J of the Code with
respect to foreclosures and abandonments, the tax reporting required by Section
6050H of the Code with respect to the receipt of mortgage interest from
individuals and, if required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such
tax and information returns as may be required, in the form required.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
any REMIC or cause any REMIC Estate to fail to qualify as a separate REMIC at
any time that any Certificates are outstanding, or (B) the Trustee (at the
Servicer's expense), or the Servicer shall have applied for, prior to the
expiration of the REO Disposition Period, and received an extension of the REO
Disposition Period in the manner contemplated by Section 856(e)(3) of the Code.
If such an Opinion of Counsel is provided or such an exemption is obtained, the
Trust may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel) for the applicable period. Notwithstanding
any other provision of this Agreement, no Mortgaged Property acquired by the
Trust shall be rented (or allowed to continue to be rented) or otherwise used
for the production of income by or on behalf of the Trust in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject any REMIC to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged Property under
Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to
indemnify and hold harmless the Trust with respect to the imposition of any such
taxes. The Servicer shall identify to the Trustee any Mortgaged Property
relating to a Mortgage Loan held by the Trust for 30 months for which no plans
to dispose of such Mortgaged Property by the Servicer have been made. After
delivery of such identification, the Servicer shall proceed to dispose of any
such Mortgaged Property by holding a commercially reasonable auction for such
property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing 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 Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the
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amount attributable to amortizing principal and accrued interest at the related
Mortgage Interest Rate on the related Mortgage Loan for such calendar month,
such excess shall be considered to be a partial prepayment of principal of the
related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Rate to the Due
Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional servicing compensation pursuant to
Section 3.17.
(c) The Servicer shall promptly notify the Depositor of any Mortgage
Loan which comes into default. The Depositor shall be entitled, at its option,
to repurchase any such defaulted Mortgage Loan from the Trust Estate if (a) in
the Depositor's judgment, the default is not likely to be cured by the Mortgagor
and (b) such Mortgage Loan is 180 days or more delinquent. The purchase price
for any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less
the Servicing Fee Rate for such Mortgage Loan) through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Servicer shall provide to the Trustee or the Custodian the notification required
by Section 3.15 and the Trustee or the Custodian shall promptly release to the
Depositor the Mortgage File relating to the Mortgage Loan being repurchased.
Section 3.15. Trustee and Custodian to Cooperate; Release of Mortgage
Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Trustee
(or, at the direction of the Trustee, the Custodian) by delivering, or causing
to be delivered, two copies (one of which will be returned to the Servicer with
the Mortgage File) of a Request for Release (which may be delivered in an
electronic format acceptable to the Trustee and the Servicer). Upon receipt of
such request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall deliver to the Servicer the Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has been recorded in the name of MERS or
its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the
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Mortgage or any of the other documents included in the Mortgage File, the
Trustee or the Custodian, as applicable, shall, upon delivery to the Trustee
(or, at the direction of the Trustee, the Custodian) of a Request for Release
signed by a Servicing Officer, release the Mortgage File within seven Business
Days to the Servicer. Subject to the further limitations set forth below, the
Servicer shall cause the Mortgage File so released to be returned to the Trustee
or the Custodian, as applicable, when the need therefor by the Servicer no
longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof
are deposited in the Servicer Custodial Account, in which case the Servicer
shall deliver to the Trustee or the Custodian, as applicable, a Request for
Release, signed by a Servicing Officer.
Upon prepayment in full of any Mortgage Loan or the receipt of notice that
funds for such purpose have been placed in escrow, the Servicer shall give an
instrument of satisfaction (or Assignment of Mortgage without recourse)
regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.16. Documents, Records and Funds in Possession of the Servicer
to be Held for the Trustee.
The Servicer shall transmit to the Trustee or, at the direction of the
Trustee, the Custodian, as required by this Agreement all documents and
instruments in respect of a Mortgage Loan serviced by it coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Servicer Custodial Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not knowingly create, incur or subject
any Mortgage File or any funds that are deposited in the Servicer Custodial
Account, Distribution Account or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct
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from any such funds any amounts that are properly due and payable to the
Servicer under this Agreement.
Section 3.17. Servicer Compensation.
The Servicer shall be entitled out of each payment of interest on a
Mortgage Loan (or portion thereof) included in the Trust Estate to retain or
withdraw from the Servicer Custodial Account an amount equal to the Servicing
Fee for such Distribution Date; provided, however, that the aggregate Servicing
Fee for the Servicer relating to the Mortgage Loans shall be reduced (but not
below zero) by an amount equal to the Compensating Interest.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.09(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Section 3.18. Modifications, Waivers, Amendments and Consents.
(a) Subject to this Section 3.18, the Servicer may agree to any
modification, waiver, forbearance, or amendment of any term of any Mortgage Loan
without the consent of the Trustee or any Certificateholder. All modifications,
waivers, forbearances or amendments of any Mortgage Loan shall be in writing and
shall be consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(ii) in the Servicer's judgment, materially impair the security
for such Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon; or
(iii) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless (A) such Mortgage Loan is 90 days or more past due or (B) the Servicer
delivers to the Trustee an Opinion of Counsel to the effect that such
modification, waiver, forbearance or amendment would not affect the REMIC status
of any REMIC and such modification, waiver, forbearance or amendment is
reasonably likely to produce a greater recovery with respect to such Mortgage
Loan than would liquidation. Notwithstanding the foregoing, no Opinion of
Counsel need be delivered if the purpose of the modification is to reduce the
Monthly Payment on a Mortgage Loan as a result of a partial Principal Prepayment
provided that the Mortgage Loan is fully amortized by its original maturity
date. Subject to Customary Servicing Procedures, the
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Servicer may permit a forbearance for a Mortgage Loan which in the Servicer's
judgment is subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by it,
which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee (or, at the direction of
the Trustee, the Custodian) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver,
forbearance or amendment, promptly (and in any event within ten Business Days)
following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee (or, at the direction
of the Trustee, the Custodian) a copy thereof and (ii) shall deliver to the
Trustee (or, at the direction of the Trustee, the Custodian) such document, with
evidence of notification upon receipt thereof from the public recording office.
Section 3.19. Advances.
The Servicer shall determine on or before each Determination Date whether
it is required to make a Periodic Advance pursuant to the definition thereof. If
the Servicer determines it is required to make a Periodic Advance, it shall, on
or before the Remittance Date, either (a) deposit into the Servicer Custodial
Account an amount equal to the Advance and/or (b) make an appropriate entry in
its records relating to the Servicer Custodial Account that any portion of the
Amount Held for Future Distribution in the Servicer Custodial Account has been
used by the Servicer in discharge of its obligation to make any such Periodic
Advance. Any funds so applied shall be replaced by the Servicer by deposit in
the Servicer Custodial Account no later than the close of business on the
Business Day preceding the next Remittance Date. The Servicer shall be entitled
to be reimbursed from the Servicer Custodial Account for all Advances of its own
funds made pursuant to this Section 3.19 as provided in Section 3.11. The
obligation to make Periodic Advances with respect to any Mortgage Loan shall
continue until the ultimate disposition of the REO Property or Mortgaged
Property relating to such Mortgage Loan. The Servicer shall inform the Trustee
of the amount of the Periodic Advance to be made by it no later than the related
Remittance Date.
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The Servicer shall deliver to the Trustee on the related Remittance Date
an Officer's Certificate of a Servicing Officer indicating the amount of any
proposed Periodic Advance determined by the Servicer to be a Nonrecoverable
Advance. Notwithstanding anything to the contrary, the Servicer shall not be
required to make any Periodic Advance or Servicing Advance that would be a
Nonrecoverable Advance.
Section 3.20. Annual Statement of Compliance.
Each of the Servicer and the Trustee shall deliver, and shall cause any
Additional Servicer engaged by it to deliver, or otherwise make available to the
Depositor and, in the case of the Servicer, to the Trustee (and the Trustee will
forward to each Rating Agency), no later than March 15th of each calendar year
beginning in 2007, an Officer's Certificate (each, a "Compliance Statement"),
signed by an officer of such party, stating, as to the signer thereof, that (a)
a review of the activities of such party during the preceding calendar year or
portion thereof and of performance of such party under this Agreement has been
made under such officer's supervision and (b) to the best of such officers'
knowledge, based on such review, such party has fulfilled all of its obligations
under this Agreement in all material respects throughout such year, or, if there
has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status
thereof. Such Compliance Statements shall contain no restrictions or limitations
on its use. The obligations of the Servicer and the Trustee under this Section
apply to each entity that acted as Servicer or Trustee, as applicable, during
the applicable period, whether or not such entity is acting as Servicer or
Trustee at the time such Compliance Statement is required to be delivered.
In the event the Servicer or the Trustee is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and shall use its
reasonable efforts to cause any Additional Servicer that resigns or is
terminated under any applicable servicing agreement to provide, a Compliance
Statement pursuant to this Section 3.20 with respect to the period of time that
the Servicer or the Trustee was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.
Section 3.21. Assessments of Compliance and Attestation Reports.
(a) Each of the Servicer, the Trustee and the Custodian, each at its own
expense, shall deliver, and shall cause each Servicing Function Participant
engaged by it to deliver, or otherwise make available to the Depositor and the
Trustee on or before March 15th of each calendar year beginning in 2007, a
report regarding such party's assessment of compliance with the Relevant
Servicing Criteria (each, an "Assessment of Compliance"), reasonably
satisfactory to the Depositor and the Trustee, that contains (i) a statement by
such party of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (ii) a statement that such party used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such
party's assessment of compliance with the Relevant Servicing Criteria as of and
for the fiscal year covered by the Form 10-K required to be filed pursuant to
Section 3.22(c), including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof and (iv) a statement that a registered
public accounting firm has issued an attestation report on such party's
assessment of compliance with the Relevant Servicing Criteria as of and for such
period.
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No later than February 1 of each fiscal year for the Trust for which a
Form 10-K is required to be filed, the Servicer, the Trustee and the Custodian
shall each forward to the Depositor and the Trustee the name of each Servicing
Function Participant engaged by it and what Relevant Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Servicer, the Trustee and the Custodian (or any
Servicing Function Participant engaged by them) submit their assessments to the
Depositor and the Trustee, such parties will also at such time include the
assessment (and attestation pursuant to Section 3.21(b)) of each Servicing
Function Participant engaged by it.
Promptly after receipt of such Assessments of Compliance, the Trustee
shall confirm that the Assessments of Compliance, taken individually, address
the Relevant Servicing Criteria for each party as set forth on Exhibit M and
notify the Depositor of any exceptions. None of such parties shall be required
to deliver any such Assessments of Compliance until April 15 in any given year
so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed in respect of the Trust for the preceding
calendar year.
(b) Each of the Servicer, the Trustee and the Custodian, each at its own
expense, shall cause, and shall cause each Servicing Function Participant
engaged by it to cause, on or before March 15th of each calendar year beginning
in 2007, a registered public accounting firm (which may also render other
services to the Servicer, the Trustee, the Custodian or such other Servicing
Function Participants, as the case may be) and that is a member of the American
Institute of Certified Public Accountants to furnish a report (each, an
"Attestation Report") to the Depositor and the Trustee, to the effect that (i)
it has obtained a representation regarding certain matters from the management
of such party, which includes an assertion that such party has complied with the
Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements issued or
adopted by the Public Company Accounting Oversight Board, it is expressing an
opinion as to whether such party's compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such party's assessment of compliance with the
Relevant Servicing Criteria. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such
Attestation Report why it was unable to express such an opinion. Each such
related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and
2-02(g) of the Commission's Regulation S-X. Such Attestation Reports must be
available for general use and not contain restricted use language.
Promptly after receipt of such Attestation Reports, the Trustee shall
confirm that each Assessment of Compliance is coupled with a related Attestation
Report and shall notify the Depositor of any exceptions. None of such parties
shall be required to deliver or cause the delivery of such Attestation Reports
until April 15 in any given year so long as it has received written confirmation
from the Depositor that a Form 10-K is not required to be filed in respect of
the Trust for the preceding fiscal year.
(c) In the event the Servicer or the Trustee is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each such
party shall cause any Servicing Function Participant engaged by it to provide,
an Assessment of Compliance pursuant to this Section 3.21, coupled with an
Attestation Report as required in this Section 3.21, with respect to the period
of time that the Servicer or the Trustee was subject to this Agreement.
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Section 3.22. Reports to the Commission.
(a) The Trustee and the Servicer shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying its reporting requirements
under the Exchange Act. Without limiting the generality of the foregoing, the
Trustee shall prepare and file on behalf of the Trust any Form 8-K , Form 10-D
and Form 10-K required by the Exchange Act and the rules and regulations of the
Commission thereunder, and the Depositor shall sign such Forms on behalf of the
Trust. Notwithstanding the previous sentence, the Depositor shall file the Form
8-K in connection with the filing of this Agreement.
(b) Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trustee shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act, in form and substance
as required by the Exchange Act. The Trustee shall file each Form 10-D with a
copy of the Monthly Statement for such Distribution Date attached thereto. Any
disclosure in addition to the Monthly Statement for such Distribution Date that
is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit N to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure absent
such reporting, direction and approval..
As set forth on Exhibit N hereto, within 5 calendar days after the related
Distribution Date, (i) certain parties to this Agreement shall be required to
provide to the Trustee (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by
facsimile to 410-715-2380) and the Depositor, to the extent known by such
applicable parties, in XXXXX-compatible form, or in such other form as otherwise
agreed upon by the Trustee and such party, any Additional Form 10-D Disclosure,
if applicable, (ii) the parties listed on Exhibit N hereto shall include with
such Additional Form 10-D Disclosure an Additional Disclosure Notification in
the form attached hereto as Exhibit S and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Trustee shall compile all such
information provided to it in a Form 10-D prepared by it. The Trustee has no
duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit N of their duties under this paragraph or proactively solicit
or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.
After preparing the Form 10-D, the Trustee shall forward electronically a
draft copy of the Form 10-D to the Depositor for review. No later than 2
Business Days prior to the 15th calendar day after the related Distribution
Date, a senior officer of the Depositor in charge of securitization shall sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to immediately follow) to the Trustee. If a
Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Trustee will follow the procedures set forth in Section
3.22(h)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-D prepared and filed by the Trustee. The signing
party at
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the Depositor can be contacted at the address specified in Section 11.05. Each
party to this Agreement acknowledges that the performance by the Trustee of its
duties under this Section 3.22(b) related to the timely preparation, arrangement
for execution and filing of Form 10-D is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under this
Section 3.22(b). The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure
results from the Trustee's inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.
(c) On or within 90 days after the end of each fiscal year of the Trust
or such earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2007, the Trustee shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Trustee within the
applicable time frames set forth in this Agreement:
(i) a Compliance Statement for the Servicer, the Trustee and
each Additional Servicer (each, a "Reporting Servicer") as described under
Section 3.20;
(ii) (A) the Assessment of Compliance for each Reporting
Servicer, as described under Section 3.21(a) and (c), and (B) if each
Reporting Servicer's Assessment of Compliance identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if each Reporting Servicer's Assessment of Compliance is
not included as an exhibit to such Form 10-K, disclosure that such report
is not included and an explanation why such report is not included;
(iii) (A) the Attestation Report for each Reporting Servicer, as
described under Section 3.21(b) and (c), and (B) if any Reporting
Servicer's Attestation Report identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or
if any Reporting Servicer's Attestation Report is not included as an
exhibit to such Form 10-K, disclosure that such Attestation Report is not
included and an explanation why such Attestation Report is not included;
and
(iv) a Xxxxxxxx-Xxxxx Certification, as described in Section
3.22(e).
Any disclosure or information in addition to (i) through (iv) above that
is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit O to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting, direction and approval.
As set forth on Exhibit O hereto, no later than March 1 of each year that
the Trust is subject to the Exchange Act reporting requirements, commencing in
2007, (i) certain parties to
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this Agreement shall be required to provide to the Trustee (at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to 410-715-2380)
and the Depositor, to the extent known by such applicable parties, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the
Trustee and such party, any Additional Form 10-K Disclosure, if applicable, (ii)
the parties listed on Exhibit O hereto shall include with such Additional Form
10-K Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit S and (iii) the Depositor shall approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K. The Trustee shall compile all such
information provided to it in a Form 10-K prepared by it. The Trustee has no
duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit O of their duties under this paragraph or proactively solicit
or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Trustee shall forward electronically a
draft copy of the Form 10-K to the Depositor for review. No later than 5:00 p.m.
New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a
senior officer of the Depositor in charge of securitization shall sign the Form
10-K and return an electronic or fax copy of such signed Form 10-K (with an
original executed hard copy to immediately follow) to the Trustee. If a Form
10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Trustee will follow the procedures set forth in Section
3.22(h)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-K prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at the address specified in Section
11.05. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 3.22(c) related to the timely
preparation, arrangement for execution and filing of Form 10-K is contingent
upon such parties (and any Servicing Function Participant) strictly observing
all applicable deadlines in the performance of their duties under this Section
3.22(c), Section 3.22(e), Section 3.20 and Section 3.21. The Trustee shall have
no liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file
such Form 10-K, where such failure results from the Trustee's inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
(d) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
requested by the Depositor, the Trustee shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure
Information") shall, pursuant to the paragraph immediately below, be reported by
the parties set forth on Exhibit P to the Depositor and the Trustee and approved
by the Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information absent
such reporting, direction and approval.
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As set forth on Exhibit P hereto, for so long as the Trust is subject to
the Exchange Act reporting requirements, no later than the end of business on
the 2nd Business Day after the occurrence of a Reportable Event (i) certain
parties shall be required to provide to the Trustee (at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to 410-715-2380)
and the Depositor, to the extent known by such applicable parties, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the
Trustee and such party, any Form 8-K Disclosure Information, if applicable, (ii)
the parties listed on Exhibit P hereto shall include with such Additional Form
8-K Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit S and (iii) the Depositor shall approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Form 8-K
Disclosure Information. The Trustee shall compile all such information provided
to it in a Form 8-K prepared by it. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit P of
their duties under this paragraph or proactively solicit or procure from such
parties any Form 8-K Disclosure Information. The Depositor will be responsible
for any reasonable fees and expenses assessed or incurred by the Trustee in
connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph.
After preparing the Form 8-K, the Trustee shall forward electronically a
draft copy of the Form 8-K to the Depositor for review. No later than the close
of business on the 3rd Business Day after the Reportable Event, the Depositor
shall notify the Trustee of any changes to or approval of such Form 8-K. No
later than Noon New York City time on the 4th Business Day after the Reportable
Event, a senior officer of the Depositor in charge of securitization shall sign
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to immediately follow) to the Trustee. If a Form
8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Trustee will follow the procedures set forth in Section
3.22(h)(ii). Promptly (but no later than 1 Business Day) after filing with the
Commission, the Trustee will make available on its internet website a final
executed copy of each Form 8-K prepared and filed by the Trustee. The signing
party at the Depositor can be contacted at the address specified in Section
11.05. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 3.22(d) related to the timely
preparation, arrangement for execution and filing of Form 8-K is contingent upon
such parties strictly observing all applicable deadlines in the performance of
their duties under this Section 3.22(d). The Trustee shall have no liability for
any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare, arrange for execution and/or timely file such Form 8-K,
where such failure results from the Trustee's inability or failure to receive,
on a timely basis, any information from any other party hereto needed to
prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(e) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx
Certification"), exactly as set forth in Exhibit Q attached hereto, required to
be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall
provide, and shall cause any Servicing Function Participant engaged by it to
provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
"Certifying Person"), by March 15th of each year in which the Trust is subject
to the reporting requirements of the Exchange Act and otherwise within a
reasonable period of time upon request, a certification (each, a "Back-up
Certification"), in the form attached hereto as Exhibit R, upon which the
Certifying Person, the entity for which the
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Certifying Person acts as an officer, and such entity's officers, directors and
Affiliates (collectively with the Certifying Person, "Certification Parties")
can reasonably rely. The senior officer of the Depositor in charge of
securitization shall serve as the Certifying Person on behalf of the Trust. Such
officer of the Certifying Person can be contacted at the address specified in
Section 11.05. In the event the Trustee or any Servicing Function Participant
engaged by it is terminated or resigns pursuant to the terms of this Agreement,
or any applicable sub-servicing agreement, as the case may be, such party shall
provide a Back-up Certification to the Certifying Person pursuant to this
Section 3.22(e) with respect to the period of time it was subject to this
Agreement or any applicable sub-servicing agreement, as the case may be.
(f) Upon any filing with the Commission prepared and filed by the
Trustee, the Trustee shall promptly deliver or make available to the Depositor a
copy of any such executed report, statement or information.
(g) (i) The obligations set forth in paragraphs (a) through (f) of
this Section shall only apply with respect to periods for which reports are
required to be filed with respect to the Trust under the Exchange Act. On or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, unless otherwise requested by the Depositor, the Trustee
shall prepare and file with the Commission a Form 15 Suspension Notification
executed by the Depositor with respect to the Trust. At any time after the
filing of a Form 15 Suspension Notification, if the Depositor or the Certificate
Registrar determines that the number of Certificateholders of the Offered
Certificates of record exceeds the number set forth in Section 15(d) of the
Exchange Act or the regulations promulgated pursuant thereto which would cause
the Trust to again become subject to the reporting requirements of the Exchange
Act, it shall promptly notify the Trustee and the Trustee shall recommence
preparing and filing reports on Form 8-K, 10-D and 10-K as required pursuant to
this Section and the then-current reporting requirements of the Exchange Act and
the parties hereto will again have the obligations set forth in paragraphs (a)
through (f) of this Section.
(ii) In the event that the Trustee is unable to timely file with
the Commission all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed by this Agreement because required disclosure
information was either not delivered to it or delivered to it after the
delivery deadlines set forth in this Agreement or for any other reason,
the Trustee will immediately notify the Depositor of such inability to
make a timely filing with the Commission. In the case of Form 10-D and
10-K, the Depositor and the Trustee will cooperate to prepare and file a
Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25
of the Exchange Act. In the case of Form 8-K, the Trustee will, upon
receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure
information on the next succeeding Form 10-D to be filed for the Trust. In
the event that any previously filed Form 8-K, 10-D or 10-K needs to be
amended, the Trustee will notify the Depositor, and such parties agree to
cooperate to prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form
12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a
senior officer of the Depositor in charge of securitization. The parties
to this Agreement acknowledge that the performance by the Trustee of its
duties under this Section 3.22(g) related to the timely preparation,
arrangement for execution and filing of Form 15, a Form 12b-25 or any
amendment to Form 8-K, 10-D or 10-K is contingent
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upon each such party performing its duties under this Section 3.22(g). The
Trustee shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file any such Form 15, Form 12b-25 or any
amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
Trustee's inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms
8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
willful misconduct.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01. Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the 18th calendar
day of such month (or if such day is not a Business Day, the following Business
Day), the Servicer shall deliver to the Trustee, a Servicer's Certificate
(containing the data elements set forth on Exhibit T in a format mutually
acceptable to the Servicer and the Trustee) certified by a Servicing Officer
setting forth the information necessary in order for the Trustee to perform its
obligations under this Agreement. The Trustee may conclusively rely upon the
information contained in a Servicer's Certificate delivered by the Servicer for
all purposes hereunder and shall have no duty to verify or re-compute any of the
information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION
Section 5.01. Distributions.
On each Distribution Date, based solely on the information in the
Servicer's Certificates, the Trustee shall distribute or be deemed to
distribute, as applicable, out of the Distribution Account or the Upper-Tier
Certificate Sub-Account, as applicable (to the extent funds are available
therein), to each Certificateholder of record on the related Record Date (other
than as provided in Section 10.01 respecting the final distribution) (a) by
check mailed to such Certificateholder entitled to receive a distribution on
such Distribution Date at the address appearing in the Certificate Register or
(b) upon written request by the Holder of a Certificate (other than a Residual
Certificate), by wire transfer or by such other means of payment as such
Certificateholder and the Trustee shall agree upon, such Certificateholder's
Percentage Interest in the amount to which the related Class of Certificates is
entitled in accordance with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
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Amounts distributed with respect to any Class of Certificates shall be
applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02. Priorities of Distributions.
(a) On each Distribution Date, based solely on the information contained
in the Servicer's Certificate, the Trustee shall withdraw from the Distribution
Account (to the extent funds are available therein) (1) to the extent not
previously paid, the amount payable to the Trustee pursuant to Section
3.11(b)(2) and shall pay such funds to itself and (2) the Pool Distribution
Amount for each Loan Group, in an amount specified in written notice received by
the Trustee from the Servicer no later than the Business Day following the
related Determination Date, and shall apply such funds, first, to distributions
in respect of the Uncertificated Lower-Tier Interests and then to the
Uncertificated Subsidiary Lower-Tier Interests as specified in this Section
5.02(a) and to the Class 1-A-R Certificate, and then to distributions on the
Certificates (other than the Class 1-A-R Certificate). Distributions shall be
made on the Certificates in the following order of priority and to the extent of
such funds, paying the Senior Certificates of each Group solely from the
applicable Pool Distribution Amount and paying the Subordinate Certificates
solely from the combined remaining Pool Distribution Amounts for all Loan
Groups, in the following order of priority and to the extent of such funds:
(i) to each Class of Senior Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class and any
shortfall being allocated among such Classes in proportion to the amount
of the Interest Distribution Amount that would have been distributed in
the absence of such shortfall;
(ii) to each Class of Senior Certificates, in an aggregate amount
up to the Senior Principal Distribution Amount for such Group, such
distribution to be allocated among such Classes in accordance with Section
5.02(b);
(iii) to each Class of Subordinate Certificates, subject to
paragraph (d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof has been reduced to
zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof has been reduced to
zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
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(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof has been reduced to
zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof has been reduced to
zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof has been reduced to
zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
until the Class Certificate Balance thereof has been reduced to
zero; and
(iv) to the Holder of the Class 1-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub-Account, the Subsidiary
Lower-Tier Certificate Sub-Account, the Lower-Tier Certificate Sub-Account
and any remaining Pool Distribution Amounts.
No Class of Certificates will be entitled to any distributions with
respect to the amount payable pursuant to clause (ii) of the definition of
"Interest Distribution Amount" after its Class Certificate Balance has been
reduced to zero.
All distributions in respect of the Interest Distribution Amount for a
Class will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount" and second with
respect to the amount payable pursuant to clause (ii) of such definition.
On each Distribution Date, the Trustee shall distribute any Reimbursement
Amount sequentially to the Classes of Certificates then outstanding which bore
the loss to which such Reimbursement Amount relates beginning with the most
senior of such Classes of Certificates, up to, with respect to each Class, the
amount of loss borne by such Class. Any Reimbursement Amount remaining after the
application described in the preceding sentence shall be included in the Pool
Distribution Amount for the applicable Loan Group.
Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, interest shall be distributed in respect of each
Uncertificated Lower-Tier Interest at the pass-through rate thereon, as
described in the fourth succeeding paragraph. On each Distribution
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Date, distributions of principal with respect to the Uncertificated Lower-Tier
Interests shall be made first, to the Class 1-LS Interest, Class 2-LS Interest,
Class 3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS
Interest and Class 7-LS Interest so as to keep their principal balances equal to
0.1% of the Group Subordinate Amount for Loan Group 1, Loan Group 2, Loan Group
3, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7, respectively
(except that if any such excess is a larger number than in the preceding
distribution period, the least amount of principal shall be distributed to the
Class 1-LS Interest, Class 2-LS Interest, Class 3-LS Interest, Class 4-LS
Interest, Class 5-LS Interest, Class 6-LS Interest and Class 7-LS Interest such
that the Subordinate Balance Ratio is maintained); and second, any remaining
principal to the Class 1-L Interest, Class 2-L Interest, Class 3-L Interest,
Class 4-L Interest, Class 5-L Interest, Class 6-L Interest and Class 7-L
Interest. Any distributions made to the Uncertificated Lower-Tier Interests
pursuant to this paragraph shall be made (a) from the Pool Distribution Amount
for Loan Group 1 to Uncertificated Lower-Tier Interests beginning with the
numeral "1," (b) from the Pool Distribution Amount for Loan Group 2 to
Uncertificated Lower-Tier Interests beginning with the numeral "2," (c) from the
Pool Distribution Amount for Loan Group 3 to Uncertificated Lower-Tier Interests
beginning with the numeral "3," (d) from the Pool Distribution Amount for Loan
Group 4 to Uncertificated Lower-Tier Interests beginning with the numeral "4,"
(e) from the Pool Distribution Amount for Loan Group 5 to Uncertificated
Lower-Tier Interests beginning with the numeral "5," (f) from the Pool
Distribution Amount for Loan Group 6 to Uncertificated Lower-Tier Interests
beginning with the numeral "6," and (g) from the Pool Distribution Amount for
Loan Group 7 to Uncertificated Lower-Tier Interests beginning with the numeral
"7."
Realized Losses shall be applied after all distributions have been made on
each Distribution Date first, to the Class 1-LS Interest, Class 2-LS Interest,
Class 3-LS Interest, Class 4-LS Interest, Class 5-LS Interest, Class 6-LS
Interest and Class 7-LS Interest, so as to keep their principal balances equal
to 0.1% of the Group Subordinate Amount for Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7, respectively
(except that if any such excess is a larger number than in the preceding
distribution period, the least amount of Realized Losses shall be allocated to
the Class 1-LS Interest, Class 2-LS Interest, Class 3-LS Interest, Class 4-LS
Interest, Class 5-LS Interest, Class 6-LS Interest and Class 7-LS Interest such
that the Subordinate Balance Ratio is maintained); and second, the remaining
Realized Losses shall be allocated to the Class 1-L Interest, Class 2-L
Interest, Class 3-L Interest, Class 4-L Interest, Class 5-L Interest, Class 6-L
Interest and Class 7-L Interest. Any Realized Losses allocated to the
Uncertificated Lower-Tier Interests pursuant to this paragraph shall be (a) from
Realized Losses allocated to Loan Group 1 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "1," (b) from Realized Losses
allocated to Loan Group 2 in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "2," (c) from Realized Losses allocated to Loan Group
3 in the case of Uncertificated Lower-Tier Interests beginning with the numeral
"3," (d) from Realized Losses allocated to Loan Group 4 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "4," (e) from
Realized Losses allocated to Loan Group 5 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "5," (f) from Realized Losses
allocated to Loan Group 6 in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "6," and (g) from Realized Losses allocated to Loan
Group 7 in the case of Uncertificated Lower-Tier Interests beginning with the
numeral "7." Recoveries and Reimbursement Amounts shall be applied to the
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Uncertificated Lower-Tier Interests in a manner analogous to the application of
Realized Losses to the Uncertificated Lower-Tier Interests.
As of any date, the aggregate principal balance of the Class 1-L Interest
and the Class 1-LS Interest shall equal the aggregate Stated Principal Balance
of Loan Group 1. As of any date, the aggregate principal balance of the Class
2-L Interest and the Class 2-LS Interest shall equal the aggregate Stated
Principal Balance of Loan Group 2. As of any date, the aggregate principal
balance of the Class 3-L Interest and the Class 3-LS Interest shall equal the
aggregate Stated Principal Balance of Loan Group 3. As of any date, the
aggregate principal balance of the Class 4-L Interest and the Class 4-LS
Interest shall equal the aggregate Stated Principal Balance of Loan Group 4. As
of any date, the aggregate principal balance of the Class 5-L Interest and the
Class 5-LS Interest shall equal the aggregate Stated Principal Balance of Loan
Group 5. As of any date, the aggregate principal balance of the Class 6-L
Interest and the Class 6-LS Interest shall equal the aggregate Stated Principal
Balance of Loan Group 6. As of any date, the aggregate principal balance of the
Class 7-L Interest and the Class 7-LS Interest shall equal the aggregate Stated
Principal Balance of Loan Group 7.
The pass-through rate with respect to the Class 1-L Interest and the Class
1-LS Interest shall be the Net WAC for the Group 1 Mortgage Loans. The
pass-through rate with respect to the Class 2-L Interest and the Class 2-LS
Interest shall be the Net WAC for the Group 2 Mortgage Loans. The pass-through
rate with respect to the Class 3-L Interest and the Class 3-LS Interest shall be
the Net WAC for the Group 3 Mortgage Loans. The pass-through rate with respect
to the Class 4-L Interest and the Class 4-LS Interest shall be the Net WAC for
the Group 4 Mortgage Loans. The pass-through rate with respect to the Class 5-L
Interest and the Class 5-LS Interest shall be the Net WAC for the Group 5
Mortgage Loans. The pass-through rate with respect to the Class 6-L Interest and
the Class 6-LS Interest shall be the Net WAC for the Group 6 Mortgage Loans. The
pass-through rate with respect to the Class 7-L Interest and the Class 7-LS
Interest shall be the Net WAC for the Group 7 Mortgage Loans. Amounts
distributed to the Uncertificated Lower-Tier Interests in respect of principal
and interest with respect to any Distribution Date are referred to herein
collectively as the "Lower-Tier Distribution Amount."
Distributions on the Uncertificated Subsidiary Lower-Tier Interests. On
each Distribution Date, each Uncertificated Subsidiary Lower-Tier Interest shall
receive distributions in respect of principal in an amount equal to the amount
of principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Subsidiary Lower-Tier Interest shall receive distributions in respect of
interest in an amount equal to the Interest Distribution Amount in respect of
its Corresponding Upper-Tier Class or Classes to the extent actually distributed
thereon. Such amounts distributed to the Uncertificated Subsidiary Lower-Tier
Interests in respect of principal and interest with respect to any Distribution
Date are referred to herein collectively as the "Subsidiary Lower-Tier
Distribution Amount."
As of any date, the principal balance of each Uncertificated Subsidiary
Lower-Tier Interest equals the aggregate of the Class Certificate Balances of
the respective Corresponding Upper-Tier Class or Classes. The initial principal
balance of each Uncertificated Subsidiary Lower-Tier Interest equals the
aggregate of the Initial Class Certificate Balances of the respective
Corresponding Upper-Tier Class or Classes.
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The pass-through rate with respect to the Class 1-A-SL1 Interest and the
Class 1-A-SLR Interest shall be the Net WAC for the Group 1 Mortgage Loans. The
pass-through rate with respect to the Class 2-A-SL1 Interest shall be the Net
WAC for the Group 2 Mortgage Loans. The pass-through rate with respect to the
Class 3-A-SL1 Interest shall be the Net WAC for the Group 3 Mortgage Loans. The
pass-through rate with respect to the Class 4-A-SL1 Interest shall be the Net
WAC for the Group 4 Mortgage Loans. The pass-through rate with respect to the
Class 5-A-SL1 Interest shall be the Net WAC for the Group 5 Mortgage Loans. The
pass- through rate with respect to the Class 6-A-SL1 Interest shall be the Net
WAC for the Group 6 Mortgage Loans. The pass-through rate with respect to the
Class 7-A-SL1 Interest shall be the Net WAC for the Group 7 Mortgage Loans. The
pass-through rate with respect to the Class B-SL1 Interest, Class B-SL2
Interest, Class B-SL3 Interest, Class B-SL4 Interest, Class B-SL5 Interest and
Class B-SL6 Interest shall be the weighted average of the Class 1-LS Interest,
Class 2-LS Interest, the Class 3-LS Interest, the Class 4-LS Interest, the Class
5-LS Interest, the Class 6-LS Interest and the Class 7-LS Interest.
(b) (i) With respect to the Group 1 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed, sequentially, as follows:
first, to the Class 1-A-R Certificate, until its Class
Certificate Balance has been reduced to zero; and
second, concurrently, to the Class 1-A-1 and Class 1-A-2
Certificates, pro rata, until their Class Certificate
Balances have been reduced to zero.
(ii) With respect to the Group 2 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 2 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed concurrently, to the Class 2-A-1 and Class
2-A-2 Certificates, pro rata, until their Class Certificate Balances
have been reduced to zero.
(iii) With respect to the Group 3 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 3 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed concurrently, to the Class 3-A-1 and Class
3-A-2 Certificates, pro rata, until their Class Certificate Balances
have been reduced to zero.
(iv) With respect to the Group 4 Senior Certificates:
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On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 4 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed concurrently, to the Class 4-A-1 and Class
4-A-2 Certificates, pro rata, until their Class Certificate Balances
have been reduced to zero.
(v) With respect to the Group 5 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 5 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed to the Class 5-A-1 until its Class
Certificate Balance has been reduced to zero.
(vi) With respect to the Group 6 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 6 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed concurrently, to the Class 6-A-1 and Class
6-A-2 Certificates, pro rata, until their Class Certificate Balances
have been reduced to zero.
(vii) With respect to the Group 7 Senior Certificates:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 7 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution
Date, will be distributed concurrently, to the Class 7-A-1 and Class
7-A-2 Certificates, pro rata, until their Class Certificate Balances
have been reduced to zero.
(viii) On each Distribution Date on or after the Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set
forth above, the portion of the Pool Distribution Amount with respect to a
Loan Group available to be distributed as principal of the Senior
Certificates of the Related Group shall be distributed concurrently, as
principal, on such Classes, pro rata, on the basis of their respective
Class Certificate Balances, until the Class Certificate Balances thereof
are reduced to zero.
(ix) Notwithstanding the foregoing, on each Distribution Date
prior to the Senior Credit Support Depletion Date but on or after the date
on which the aggregate Class Certificate Balance of the Senior
Certificates of any Group has been reduced to zero, amounts otherwise
distributable from the Unscheduled Principal Amounts with respect to the
Related Loan Group on the Subordinate Certificates will be paid as
principal to the remaining classes of Senior Certificates of the other
Groups in accordance with the priorities set forth for the applicable
Group in clause (i), (ii), (iii), (iv), (v), (vi) or (vii) above, provided
that on such Distribution Date (a) the Total Subordinate Percentage for
such Distribution Date is less than twice the initial Total Subordinate
Percentage or (b) the outstanding principal balance of all Mortgage Loans
(including, for this purpose, any Mortgage Loans in foreclosure or any REO
Property and any Mortgage Loan for which the mortgagor has filed for
bankruptcy) delinquent 60 days
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or more (averaged over the preceding six month period), as a percentage of
the aggregate Class Certificate Balance of the Subordinate Certificates,
is greater than or equal to 50%. If the Senior Certificates of two or more
Groups remain outstanding, the distributions described above will be made
to the Senior Certificates of such Groups, pro rata, in proportion to the
aggregate Class Certificate Balance of the Senior Certificates of each
such Group. In addition, after giving effect to the second preceding
sentence, if on any Distribution Date the aggregate Class Certificate
Balance of the Senior Certificates of a Group is greater than the Adjusted
Pool Amount of the Related Loan Group (any such Group, the
"Undercollateralized Group" and any such excess, the "Undercollateralized
Amount"), all amounts otherwise distributable as principal on the
Subordinate Certificates pursuant to Sections 5.02(a)(iii)(L), (J), (H),
(F), (D) and (B), in that order, will be paid as principal to the Senior
Certificates of the Undercollateralized Group in accordance with the
priorities set forth for the applicable Group above under (i), (ii),
(iii), (iv), (v), (vi) or (vii) until the aggregate Class Certificate
Balance of the Senior Certificates of the Undercollateralized Group equals
the Adjusted Pool Amount of the Related Loan Group. Also, the amount of
any Class Unpaid Interest Shortfalls with respect to the
Undercollateralized Group (including any Class Unpaid Interest Shortfalls
for such Distribution Date) will be paid to the Undercollateralized Group
prior to the payment of any Undercollateralized Amount from amounts
otherwise distributable as principal on the Subordinate Certificates
pursuant to Sections 5.02(a)(iii)(L), (J), (H), (F), (D) and (B) and, in
that order; such amount will be paid to the Senior Certificates of such
Undercollateralized Group up to their Interest Distribution Amounts for
such Distribution Date. If two or more Groups are Undercollateralized
Groups, the distributions described above will be made, pro rata, in
proportion to the amount by which the aggregate Class Certificate Balance
of the Senior Certificates of each such Group exceeds the Adjusted Pool
Amount of the Related Loan Group.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date shall be reduced by such
Class's pro rata share, based on such Class's Interest Distribution Amount for
such Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) on and after the
related Senior Credit Support Depletion Date, any other Realized Loss on the
Mortgage Loans in the Related Loan Group allocable to interest and (C) Relief
Act Reductions incurred on the Mortgage Loans during the Prior Period.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(v), if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Pool Stated Principal Balance for all Loan Groups
immediately prior to such Distribution Date (for each Class, the "Fractional
Interest") is less than the Original Fractional Interest for such Class, no
distribution of principal in respect of clause (ii) of the Subordinate Principal
Distribution Amounts will be made to any Classes of Subordinate Certificates
which have a higher numerical Class designation than such Class (the "Restricted
Classes") and the Class Certificate Balances of the Restricted Classes of
Subordinate Certificates will not be used in determining the Pro Rata Share for
the Subordinate Certificates
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that are not Restricted Classes. If the aggregate Class Certificate Balances of
the Subordinate Certificates that are not Restricted Classes are reduced to
zero, notwithstanding the previous sentence, any funds remaining will be
distributed sequentially to the Subordinate Certificates that are Restricted
Classes of such Related Group in order of their respective numerical Class
designations (beginning with the Class of Subordinate Certificates that is a
Restricted Class then outstanding with the lowest numerical Class designation).
Section 5.03. Allocation of Losses.
(a) On or prior to each Determination Date, the Servicer shall inform
the Trustee in writing with respect to each Mortgage Loan: (1) whether any
Realized Loss is a Deficient Valuation or a Debt Service Reduction, (2) of the
amount of such loss or Deficient Valuation, or of the terms of such Debt Service
Reduction and (3) of the total amount of Realized Losses on the Mortgage Loans
in each Loan Group. Based on such information, the Trustee shall determine the
total amount of Realized Losses on the Mortgage Loans in each Loan Group with
respect to the related Distribution Date. Realized Losses shall be allocated to
the Certificates by a reduction in the Class Certificate Balances of the
designated Classes pursuant to the operation of Section 5.03(b).
(b) The Class Certificate Balance of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Senior Certificates and Subordinate Certificates (after
giving effect to the amount to be distributed as a distribution of principal on
such Distribution Date) equals the sum of the Adjusted Pool Amounts for such
Distribution Date.
After the Senior Credit Support Depletion Date, the Class Certificate
Balances of the Senior Certificates of each Group in the aggregate shall be
reduced or increased on each Distribution Date by the amount, if any, necessary
such that the aggregate of the Class Certificate Balances of all outstanding
Classes of Senior Certificates of such Group (after giving effect to the amount
to be distributed as a distribution of principal on such Distribution Date)
equals the Adjusted Pool Amount for the Related Loan Group for such Distribution
Date.
Any such reduction or increase shall be allocated among the Senior
Certificates of such Group based on the Class Certificate Balances immediately
prior to such Distribution Date until the Class Certificate Balances thereof
have been reduced to zero.
(c) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.03(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to any
Class of Subordinate Certificates with respect to a Distribution Date (the
"Calculated Principal Distribution") shall be made prior to the allocation of
any Realized Losses for such Distribution Date; provided, however, the actual
payment of principal to the Classes of Subordinate Certificates shall be made
subsequent to the allocation of Realized Losses for such Distribution Date. In
the event that after the allocation of Realized Losses for a Distribution Date,
the Calculated Principal Distribution for a Class of Subordinate Certificates is
greater than the Class
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Certificate Balance of such Class, the excess shall be distributed (i) first,
sequentially, to the Classes of Subordinate Certificates then outstanding
(beginning with the Class of Subordinate Certificates then outstanding with the
lowest numerical designation) until the respective Class Certificate Balance of
each such Class is reduced to zero and (ii) then to the Senior Certificates of
such Group, pro rata, in accordance with the priorities set forth in Section
5.02.
(e) After the Senior Credit Support Depletion Date:
(i) On any Distribution Date on which the Class 1-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 1-A-2 Certificates will be reduced by the Class 1-A-2 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 1-A-1 Certificates will not be reduced by
the Class 1-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
1-A-1 Certificates pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 1-A-2 Certificates.
(ii) On any Distribution Date on which the Class 2-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 2-A-2 Certificates will be reduced by the Class 2-A-2 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 2-A-1 Certificates will not be reduced by
the Class 2-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
2-A-1 Certificates pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 2-A-2 Certificates.
(iii) On any Distribution Date on which the Class 3-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 3-A-2 Certificates will be reduced by the Class 3-A-2 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 3-A-1 Certificates will not be reduced by
the Class 3-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
3-A-1 Certificates pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 3-A-2 Certificates.
(iv) On any Distribution Date on which the Class 4-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 4-A-2 Certificates will be reduced by the Class 4-A-2 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 4-A-1 Certificates will not be reduced by
the Class 4-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
4-A-1 Certificates pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 4-A-2 Certificates.
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(v) On any Distribution Date on which the Class 6-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 6-A-2 Certificates will be reduced by the Class 6-A-2 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 6-A-1 Certificates will not be reduced by
the Class 6-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
6-A-1 Certificates pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 6-A-2 Certificates.
(vi) On any Distribution Date on which the Class 7-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 7-A-2 Certificates will be reduced by the Class 7-A-2 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class
Certificate Balance of the Class 7-A-1 Certificates will not be reduced by
the Class 7-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
7-A-1 Certificates pursuant to Section 5.03(b) will instead increase the
Class Certificate Balance of the Class 7-A-2 Certificates.
(f) Notwithstanding any other provision of this Section 5.03, no Class
Certificate Balance of a Class will be increased on any Distribution Date such
that the Class Certificate Balance of such Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates.
(g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier REMIC Interest as described in Section 5.02(a) and to each
Uncertificated Subsidiary Lower-Tier Interest in an amount equal to the Realized
Losses allocated to such Uncertificated Subsidiary Lower-Tier Interest's
Corresponding Upper-Tier Class or Classes.
Section 5.04. Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificate delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the actual Distribution Date, the related Record Date and
the Interest Accrual Period for each Class for such Distribution Date;
(ii) for each Loan Group, the related Pool Distribution Amount;
(iii) for each Loan Group, the amount of the Pool Distribution
Amount allocable to principal, separately identifying the aggregate amount
of any Principal Prepayments, Liquidation Proceeds and other components
included therein;
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(iv) for each Loan Group, the amount of the Pool Distribution
Amount allocable to interest, any Class Unpaid Interest Shortfall included
in such distribution and any remaining Class Unpaid Interest Shortfall
after giving effect to such distribution;
(v) 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;
(vi) the Class Certificate Balance of each Class of Certificates
before and after giving effect to the distribution of principal on such
Distribution Date;
(vii) for each Loan Group, the Pool Stated Principal Balance for
the preceding Distribution Date and the related Distribution Date;
(viii) for each Loan Group, the Senior Percentage, the Senior
Prepayment Percentage, the Subordinate Percentage and the Subordinate
Prepayment Percentage for such Distribution Date;
(ix) the Total Senior Percentage and the Total Subordinate
Percentage for such Distribution Date;
(x) the amount of the Servicing Fee paid to or retained by the
Servicer with respect to each Loan Group and such Distribution Date and
the amount of the Trustee Fee paid to or retained by the Trustee with
respect to each Loan Group and such Distribution Date;
(xi) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(xii) for each Loan Group, the amount of Advances included in the
distribution on such Distribution Date and the aggregate amount of
Advances outstanding as of the close of business on the Determination Date
immediately preceding such Distribution Date;
(xiii) for each Loan Group, the number and aggregate principal
amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or bankruptcy) 1 to 30 days, 31 to 60 days, 61 to 90 days, 91
to 120 days, and for each additional 30-day period thereafter (e.g., 121
to 150 days, 151 to 180 days, etc.) up to foreclosure, (B) in foreclosure,
as of the close of business on the last day of the calendar month
preceding such Distribution Date and (C) in bankruptcy, as of the close of
business on the last day of the calendar month preceding such Distribution
Date;
(xiv) for each Loan Group, with respect to any Mortgage Loans that
became REO Properties during the preceding calendar month, the aggregate
number of such Mortgage Loans and the aggregated Stated Principal Balance
of such Mortgage Loans as of the close of business on the Determination
Date preceding such Distribution Date and the date of acquisition of the
REO Properties;
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(xv) for each Loan Group, the total number and principal balance
of any REO Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xvi) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month;
(xvii) for each Loan Group, the Reimbursement Amount;
(xviii) for each Loan Group, the amount of Recoveries;
(xix) for each Loan Group, the number of Mortgage Loans at the end
of the applicable reporting period, and the Net WAC and weighted average
remaining term;
(xx) unless such information is otherwise set forth in the Form
10-D relating to such Distribution Date and provided that the Trustee is
reasonably able to include such information in the statement, material
breaches of Mortgage Loan representations and warranties of which the
Trustee has knowledge or has received written notice; and
(xxi) unless such information is otherwise set forth in the Form
10-D relating to such Distribution Date and provided that the Trustee is
reasonably able to include such information in the statement, material
breaches of any covenants under this Agreement of which the Trustee has
knowledge or has received written notice.
For all purposes of this Agreement, with respect to any Mortgage Loan,
delinquencies shall be determined and reported based on the so-called "MBA"
methodology for determining delinquencies on mortgage loans similar to the
Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Scheduled Payment due on a Due Date if such Scheduled Payment is
not made by the close of business on the Mortgage Loan's next succeeding Due
Date, and a Mortgage Loan would be more than 30-days Delinquent with respect to
such Scheduled Payment if such Scheduled Payment were not made by the close of
business on the Mortgage Loan's second succeeding Due Date.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificate, shall make available
to each Holder of a Certificate, each Rating Agency and the Servicer a statement
setting forth the information set forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (iii) and (iv) of
Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and make available to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date (a "Monthly Statement").
The Trustee will make the Monthly Statement to Certificateholders (and, at
its option, any additional files containing the same information in an
alternative format) available each
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month to Certificateholders, and other parties to this Agreement via the
Trustee's Internet website. The Trustee's Internet website shall initially be
located at "xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by
calling the Trustee's customer service desk at (000) 000-0000. Parties that are
unable to use the website are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Trustee shall have the right to change the way the Monthly Statements to
Certificateholders are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any such
changes.
Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was the Holder of a Certificate, if requested in writing by such Person, a
statement containing the information set forth in clauses (iii) and (iv) of
Section 5.04(a), in each case aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports or
information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05. Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, each REMIC shall have a calendar
year taxable year and shall maintain its books on the accrual method of
accounting.
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(b) The Trustee shall prepare or cause to be prepared, shall execute 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 each REMIC containing such information at the times and in
the manner as may be required by the Code, the Treasury Regulations or state or
local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to each REMIC and the Certificateholders the schedules, statements or
information at such times and in such manner as may be required thereby. Within
30 days of the Closing Date, the Trustee shall obtain for each REMIC a taxpayer
identification number on Form SS-4 or as otherwise permitted by the Internal
Revenue Service, and shall furnish or cause to be furnished to the Internal
Revenue Service, on Form 8811 or as otherwise required by the Code or the
Treasury Regulations, the name, title, address and telephone number of the
person that Holders of the Certificates may contact for tax information relating
thereto, together with such additional information at the time or times and in
the manner required by the Code or the Treasury Regulations. Such 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, the Treasury Regulations or state or local tax laws, regulations, or
rules.
(c) In the first federal income tax return of each REMIC for its short
taxable year ending December 31, 2006, REMIC status shall be elected for such
taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06. Tax Matters Person.
The Tax Matters Person shall have the same duties with respect to the
applicable REMIC as those of a "tax matters partner" under Subchapter C of
Chapter 63 of Subtitle F of the Code. The Holder of the Class 1-A-R Certificate
is hereby designated as the Tax Matters Person for each of the Upper-Tier REMIC
and the Lower-Tier REMICs. By its acceptance of the Class 1-A-R Certificate,
such Holder irrevocably appoints the Trustee as its agent to perform all of the
duties of the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier
REMICs.
Section 5.07. Rights of the Tax Matters Person in Respect of the Trustee.
The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or
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failure to act by the Trustee and is not obligated to supervise the performance
of the Trustee under this Agreement or otherwise.
Section 5.08. REMIC Related Covenants.
For as long as any REMIC created hereunder shall exist, the Trustee, the
Depositor and the Servicer shall act in accordance herewith to assure continuing
treatment of each REMIC created hereunder as a REMIC and avoid the imposition of
tax on each REMIC created hereunder. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in any REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Residual
Certificate, the Uncertificated Lower-Tier Interests and the Uncertificated
Subsidiary Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and the
Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to any REMIC after the start-up day unless such contribution would
not subject the Trust Estate to the 100% tax on contributions to a REMIC after
the start-up day of such REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of any REMIC any fee or other
compensation for services and neither the Trustee nor the Servicer shall
knowingly accept, on behalf of the Trust Estate any income from assets other
than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any portion
of the Mortgage Loans (other than in accordance with Sections 2.02 and 2.04),
unless such sale is pursuant to a "qualified liquidation" of the applicable
REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Trustee shall maintain books with respect to the Trust and each
REMIC on a calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any REMIC created hereunder and will not disqualify any such REMIC
from treatment as a REMIC; and, provided further, that the Servicer shall have
demonstrated to the satisfaction of the Trustee that such action will not
adversely affect the rights of the Holders of the Certificates and the Trustee
and that such action will not adversely impact the rating of the Certificates.
Neither the Servicer nor the Trustee shall, unless the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable, permit any modification with respect to any
Mortgage Loan that would (i) change the Mortgage Rate,
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defer or forgive the payment thereof of any principal or interest payments,
reduce the Scheduled Principal Balance (except for actual payments of principal)
or extend the final maturity date with respect to such Mortgage Loan, (ii)
affect adversely the status of any REMIC as a REMIC or (iii) cause any REMIC to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to
the REMIC Provisions. Further, neither the Servicer nor the Trustee shall permit
any modification with respect to any Mortgage Loan that would both (x) effect an
exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the
Treasury regulations and (y) cause any REMIC constituting part of the Trust
Estate to fail to qualify as a REMIC under the Code or the imposition of any tax
on "prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions.
Section 5.09. Servicer and Trustee Indemnification.
In the event that any REMIC created hereunder fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Trustee of its
duties and obligations set forth herein or (ii) any state, local or franchise
taxes imposed upon the Trust Estate as a result of the location of the Trustee
or any co-trustee, the Trustee shall indemnify the Trust Estate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting from
such negligence, including, without limitation, any reasonable attorneys' fees
imposed on or incurred as a result of a breach of the Trustee's or any
co-trustee's covenants.
In the event that any REMIC created hereunder fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Servicer of its
duties and obligations set forth herein or (ii) any state, local or franchise
taxes imposed upon the Trust Estate as a result of the location of the Servicer,
the Servicer shall indemnify the Trust Estate against any and all Losses
resulting from such negligence, including, without limitation, any reasonable
attorneys' fees imposed on or incurred as a result of a breach of the Servicer's
covenants.
ARTICLE VI
THE CERTIFICATES
Section 6.01. The Certificates.
The Classes of Senior Certificates and the Subordinate Certificates shall
be substantially in the forms set forth in Exhibits A-1A1, X-0X0, X-0XX, X-0X0,
X-0X0, X-0X0, X-0X0, X-0X0, A-4A2, A-5A1, A-6A1, A-6A2, A-7A1, A-7A2, B-B1,
B-B2, B-B3, B-B4, B-B5, B-B6 and C (reverse of all Certificates) and shall, on
original issue, be executed by the Trustee and shall be authenticated and
delivered by the Trustee to or upon the order of the Depositor upon receipt by
the Trustee (or a Custodian on its behalf) of the documents specified in Section
2.01. The Classes of Certificates shall be available to investors in minimum
denominations of initial Certificate Balance and integral multiples in excess
thereof set forth in the Preliminary Statement. The Senior Certificates (other
than the Class 1-A-R Certificate) and the Class B-1,
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Class B-2 and Class B-3 Certificates shall initially be issued in book-entry
form through the Depository and delivered to the Depository or, pursuant to the
Depository's instructions on behalf of the Depository to, and deposited with,
the Certificate Custodian, and all other Classes of Certificates shall initially
be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Section 6.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the
city in which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate and deliver the Certificates 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 Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (A) registration of the Book-Entry Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) 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; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be
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inconsistent if they are made with respect to different Certificate Owners; and
(F) 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 participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.
(ii) 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 Owner. 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.
(iii) If the Depository advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and the Trustee or the Depositor is unable
to locate a qualified successor, the Trustee shall notify all Certificate
Owners, through the Depository, of the occurrence of 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 of the related Class of Certificates by the Depository (or
by the Certificate Custodian, if it holds such Class on behalf of the
Depository), accompanied by the instructions from the Depository for
registration, the Trustee shall issue the Definitive Certificates. None of
the Servicer, the Depositor or the Trustee shall be liable for any delay
in delivery of such instruction and may conclusively rely on, and shall be
protected in relying on, such instructions. The Depositor shall provide
the Trustee with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates, the Trustee shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration
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thereof under the 1933 Act pursuant to the registration exemption provided by
Rule 144A. The Holder of a Private Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made unless
the transferee delivers to the Trustee either (i) a representation letter
substantially in the form of Exhibit H from the transferee of such Certificate,
which representation letter shall not be an expense of the Depositor, the
Trustee or the Servicer, or (ii) in the case of any ERISA Restricted Certificate
(other than a Class 1-A-R Certificate) presented for registration in the name of
an employee benefit plan or arrangement, including an individual retirement
account, subject to ERISA, the Code, or any federal, state or local law
("Similar Law") which is similar to ERISA or the Code (collectively, a "Plan"),
or a trustee or custodian of any of the foregoing, an Opinion of Counsel in form
and substance satisfactory to the Trustee to the effect that the purchase or
holding of such ERISA Restricted Certificate by or on behalf of such Plan will
not constitute or result in a non-exempt prohibited transaction within the
meaning of ERISA, 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, which Opinion of Counsel shall not be an
expense of the Depositor, the Trustee or the Servicer. Any transferee of an
ERISA Restricted Certificate that does not comply with either clause (i) or (ii)
of the preceding sentence will be deemed to have made one of the representations
set forth in Exhibit H. For purposes of clause (i) of the second preceding
sentence, such representation shall be deemed to have been made to the
Certificate Registrar by the acceptance by a Certificate Owner of a Book-Entry
Certificate of the beneficial interest in any such Class of ERISA-Restricted
Certificates, unless the Certificate Registrar shall have received from the
transferee an alternative representation or an Opinion of Counsel acceptable in
form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of a Plan without the delivery to the Trustee of an Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any liability
for transfers of Book-Entry Certificates made through the book-entry facilities
of the Depository or between or among any Depository Participants or Certificate
Owners, made in violation of applicable restrictions. 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 participating firms and Persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
To the extent permitted under applicable law (including, but not limited
to, ERISA), the Trustee shall be under no liability to any Person for any
registration of transfer of any ERISA Restricted Certificate that is in fact not
permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have
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agreed to be bound by the following provisions, and the rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit
substantially in the form of Exhibit I hereto from the proposed
transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be
purchased by or transferred to any Person that is not a U.S. Person,
unless (A) such Person holds such Residual Certificate in connection with
the conduct of a trade or business within the United States and furnishes
the transferor and the Trustee with an effective Internal Revenue Service
Form W-8ECI (or successor thereto) or (B) the transferee delivers to both
the transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of a Residual Certificate
will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership
Interest in a Residual Certificate in violation of the provisions of this
Section 6.02 shall be absolutely null and void and shall vest no rights in
the purported transferee. If any purported transferee shall, in violation
of the provisions of this Section 6.02, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on such Residual Certificate. Any such
distributions so recovered by the Trustee shall be
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distributed and delivered by the Trustee to the prior Holder of such
Residual Certificate that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) No service charge shall be imposed for any transfer or exchange of
Certificates of any Class, but the Trustee 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 Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Certificate
Registrar or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (b) there is delivered to
the Trustee, the Depositor and the Certificate Registrar such security or
indemnity reasonably satisfactory to each, to save each of them harmless, then,
in the absence of actual notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee 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, Class
and Percentage Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the Trustee may
require 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 (including
the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 6.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Servicer, the Trustee, the Certificate Registrar and any
agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar
may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
5.01 and for all other purposes whatsoever, and none of the Depositor, the
Servicer, the
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Trustee, the Certificate Registrar or any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar shall be affected by notice to the
contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01. Respective Liabilities of the Depositor and the Servicer.
The Depositor and the Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed upon
and undertaken by the Depositor and the Servicer herein. By way of illustration
and not limitation, the Depositor is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of the Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder that it may,
but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 7.02. 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 separate entity under the laws governing
its organization, and will each 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 respective duties under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger 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, as the case may be, 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 be qualified to service
mortgage loans on behalf of FNMA or FHLMC.
In connection with the succession to the Servicer under this Agreement by
any Person (i) into which the Servicer may be merged or consolidated or (ii)
which may be appointed as a successor to the Servicer, the Servicer shall notify
the Depositor of such succession or appointment and shall furnish to the
Depositor and the Trustee in writing and in form and substance reasonably
satisfactory to the Depositor and the Trustee, all information reasonably
necessary for the Trustee to accurately and timely report, pursuant to Section
3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be filed under the Exchange
Act).
Section 7.03. Limitation on Liability of the Depositor, the Servicer and
Others.
None of the Depositor, the Servicer or any of the directors, officers,
employees or agents of the Depositor or of the Servicer shall be under any
liability to the Trust Estate or the
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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, the
Servicer or any such Person against any breach of warranties or representations
made herein or any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of obligations and duties hereunder. The
Depositor, the Servicer and any director, officer, employee or agent of the
Depositor or the Servicer 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. The Depositor, the Servicer and any director, officer,
employee or agent of the Depositor or of the Servicer shall be indemnified by
the Trust Estate and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither of the Depositor nor the
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its respective duties under this
Agreement and which in its opinion may involve it in any expense or liability;
provided, however, that the Depositor or the Servicer may in its discretion
undertake any such action which it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and costs
of such action and any liability resulting therefrom shall be expenses, costs
and liabilities of the Trust Estate (except any expenses, costs or liabilities
incurred as a result of any breach of representations or warranties of the
related party or by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties of such party hereunder or by reason of reckless
disregard of obligations and duties of such party hereunder), and the Depositor
and the Servicer shall each be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Servicer Custodial Account
as provided by Section 3.11.
Section 7.04. Depositor and Servicer Not to Resign.
Subject to the provisions of Section 7.02, neither the Depositor nor the
Servicer shall resign from its respective obligations and duties hereby imposed
on it except upon determination that its duties hereunder are no longer
permissible under applicable law [or, in the case of the Servicer, pursuant to
Section 7.05]. Any such determination permitting the resignation of the
Depositor or the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Servicer shall
become effective until the Trustee or a successor Servicer shall have assumed
the Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
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ARTICLE VIII
DEFAULT
Section 8.01. Events of Default.
If any one of the following events ("Events of Default") shall occur and
be continuing:
(a) any failure by the Servicer to remit amounts to the Trustee for
deposit in the Distribution Account which continues unremedied for a period of
two days; or
(b) failure on the part of the Servicer duly to observe or perform in
any material respect any other covenants or agreements of the Servicer set forth
in the Certificates or in this Agreement, which covenants and agreements
continue unremedied for a period of 30 days after the date on which written
notice of such 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
Depositor and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer 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 substantially all of its property; or 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; or
(e) failure by the Servicer to duly perform, within the required time
period, its obligations under Section 3.20, Section 3.21 or Section 3.22; or
(f) failure by the Servicer to make a Periodic Advance required to be
made by it pursuant to Section 3.19 which failure continues unremedied at 3:00
P.M. New York time on the Business Day prior to the related Distribution Date.
then, (i) in the case of an Event of Default described in clauses (a) through
(e) hereof, so long as such Event of Default is actually known by a Responsible
Officer of the Trustee and shall not have been remedied by the Servicer, the
Trustee may, and at the direction of the Holders of Certificates evidencing
Voting Rights aggregating not less than 51% of all Certificates affected thereby
shall, by notice then given in writing to the Servicer (and to the Depositor),
terminate all of the rights and obligations of the Servicer under this
Agreement; and (ii) in the case of an Event of Default described in clause (f)
hereof, so long as such event is known by a Responsible Officer of the Trustee,
the Trustee shall, by notice to the Servicer, terminate all of the rights and
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obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and proceeds thereof (other than the Servicer's right to recovery of the
aggregate Servicing Fees due prior to the date of termination and other right to
recovery of the aggregate Servicing Fees due prior to the date of termination
and other expenses and amounts advanced pursuant to the terms of this Agreement,
which rights the Servicer will retain under all circumstances) and the Trustee
or a successor Servicer appointed pursuant to Section 8.05 shall make the
Periodic Advance which the Servicer failed to make. On or after the receipt by
the Servicer of such written notice and subject to Section 8.05, all authority
and power of the Servicer under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section 8.01 and Section 8.05(a), unless
and until such time as the Trustee shall appoint a successor Servicer pursuant
to Section 8.05, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to 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 of the Mortgage Loans and related documents, or otherwise,
including, without limitation, the recordation of the assignments of the
Mortgage Loans to it. The Servicer agrees to cooperate with the Trustee in
effecting the termination of the responsibilities and rights of the Servicer
hereunder, including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that have been deposited by the
Servicer in the Servicer Custodial Account or thereafter received by the
Servicer with respect to the Mortgage Loans. Upon obtaining notice or knowledge
of the occurrence of any Event of Default, the Person obtaining such notice or
knowledge shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register and to each
Rating Agency. All costs and expenses (including attorneys' fees) incurred in
connection with transferring the Mortgage Files to the successor Servicer and
amending this Agreement to reflect such succession as Servicer pursuant to this
Section 8.01 shall be paid by the predecessor Servicer. Notwithstanding the
termination of the Servicer pursuant hereto, the Servicer shall remain liable
for any causes of action arising out of any Event of Default occurring prior to
such termination, subject to the terms and conditions of this Agreement.
Section 8.02. Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 8.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
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Section 8.03. Directions by Certificateholders and Duties of Trustee
During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing Voting Rights aggregating not less than 25% (or such other percentage
as may be required herein) of each Class of Certificates affected thereby may
direct 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; provided, however, that the Trustee shall be under
no obligation to pursue any such remedy, or to exercise any of the trusts or
powers vested in it by this Agreement (including, without limitation, (a) the
conducting or defending of any administrative action or litigation hereunder or
in relation hereto, and (b) the terminating of the Servicer or any successor
Servicer from its rights and duties as servicer hereunder) at the request, order
or direction of any of the Certificateholders, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity satisfactory
to it against the costs, expenses and liabilities which may be incurred therein
or thereby and, provided further, that, subject to the provisions of Section
9.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee, based upon an Opinion of Counsel, determines that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good faith
determines that the action or proceeding so directed would subject the Trustee
to a risk of personal liability or be unjustly prejudicial to the non-assenting
Certificateholders.
Section 8.04. Action upon Certain Failures of the Servicer and upon Event
of Default.
In the event that a Responsible Officer of the Trustee shall have actual
knowledge of any failure of the Servicer specified in Section 8.01(a) or (b)
which would become an Event of Default upon such Servicer's failure to remedy
the same after notice, the Trustee shall give notice thereof to the Servicer. If
a Responsible Officer of the Trustee shall have knowledge of an Event of
Default, the Trustee shall give prompt written notice thereof to the
Certificateholders in accordance with Section 8.01.
Section 8.05. Trustee to Act; Appointment of Successor.
(a) Within 90 days of the time the Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee (or other named successor)
shall be the successor in all respects to the Servicer in its capacity as
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof and
thereof, as applicable, or shall appoint a successor pursuant to Section 3.07.
Notwithstanding the foregoing, (i) the parties hereto agree that the Trustee, in
its capacity as successor Servicer, immediately will assume all of the
obligations of the Servicer to make Advances under this Agreement, (ii) the
Trustee, in its capacity as successor Servicer, shall not be responsible for the
lack of information and/or documents that it cannot obtain through reasonable
efforts and (iii) under no circumstances shall any provision of this Agreement
be construed to require the Trustee (a) acting in its capacity as successor to
the Servicer in its obligation to make advances (including Advances pursuant to
Section 3.19) to advance, expend or risk its own funds or otherwise incur any
financial liability in the performance of its duties hereunder if it shall have
reasonable grounds for believing that such funds are non-recoverable, (b) to be
liable for any losses of the Servicer or any acts or
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omissions of the predecessor Servicer hereunder, (c) to be obligated to make
Advances if it is prohibited from doing so by applicable law, (d) to be
obligated to effectuate repurchases or substitutions of the Mortgage Loans
hereunder or (e) to be obligated to perform any obligation of the Servicer under
Section 3.20, Section 3.21 or Section 3.22 with respect to any period of time
during which the Trustee was not the Servicer. Subject to Section 8.05(b), as
compensation therefor, the Trustee shall be entitled to such compensation as the
terminated Servicer would have been entitled to hereunder if no such notice of
termination had been given, except for those amounts due to the Servicer as
reimbursement for Advances previously made or amounts previously expended and
are otherwise reimbursable hereunder. Notwithstanding the above, the Trustee
may, if it shall be unwilling so to act, or shall, if it is legally unable so to
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 $10,000,000 as the successor to the terminated Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder; provided, however, that any such institution appointed
as successor Servicer shall not, as evidenced in writing by each Rating Agency,
adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the terminated Servicer. The appointment
of a successor Servicer shall not affect any liability of the predecessor
Servicer which may have arisen under this Agreement prior to its termination as
Servicer, nor shall any successor Servicer be liable for any acts or omissions
of the predecessor Servicer or for any breach by the Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. Pending appointment of a successor to the terminated Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as provided above. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. All Servicing Transfer Costs shall be paid by
the predecessor Servicer upon presentation of reasonable documentation of such
costs, and if such predecessor Servicer defaults in its obligation to pay such
costs, such costs shall be paid by the successor Servicer or the Trustee (in
which case the successor Servicer or the Trustee shall be entitled to
reimbursement therefor from the assets of the Trust).
(b) In connection with the appointment of a successor Servicer or the
assumption of the duties of the Servicer, as specified in Section 8.05(a), the
Trustee may make such arrangements for the compensation of such successor as it
and such successor shall agree, not to exceed the Servicer compensation
hereunder.
(c) Any successor, including the Trustee, to the Servicer as servicer
shall during the term of its service as servicer maintain in force (i) a policy
or policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees and agents to the same extent as the Servicer is so required
pursuant to Section 3.03.
Section 8.06. Notification to Certificateholders.
Upon any termination or appointment of a successor to the Servicer
pursuant to this Article VIII, the Trustee shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register and to each Rating Agency.
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ARTICLE IX
THE TRUSTEE
Section 9.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement as duties of the Trustee. In case an Event of Default
has occurred of which a Responsible Officer of the Trustee shall have actual
knowledge (which has not been cured or waived), 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 reasonably prudent investor would
exercise or use under the circumstances in the conduct of such investor's own
affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that the
Trustee shall not be responsible for the accuracy of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer or the Depositor hereunder.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver 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 by the Depositor or the Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally 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
grossly negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally 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 as provided in Section
8.03;
(iv) The Trustee shall not be charged with knowledge of any
default or Event of Default under Section 8.01 unless a Responsible
Officer of the Trustee obtains actual
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knowledge of such default or Event of Default or any Responsible Officer
of the Trustee receives written notice of such default or Event of Default
at its Corporate Trust Office from the Servicer, the Depositor or any
Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity or
security satisfactory to it against such risk or liability is not
reasonably assured to it.
(c) Subject to the conditions set forth in this Section 9.01(c), the
Trustee is permitted to utilize one or more Subcontractors to perform certain of
its obligations hereunder. The Trustee shall promptly upon request provide to
the Depositor a written description (in form and substance satisfactory to the
Depositor) of the role and function of each Subcontractor utilized by the
Trustee, specifying (i) the identity of each such Subcontractor that is a
Servicing Function Participant and (ii) which elements of the Servicing Criteria
will be addressed in Assessments of Compliance provided by each Servicing
Function Participant. As a condition to the utilization by the Trustee of any
Servicing Function Participant, the Trustee shall cause any such Servicing
Function Participant for the benefit of the Depositor to comply with the
provisions of Section 3.21 of this Agreement to the same extent as if such
Servicing Function Participant were the Trustee. The Trustee shall be
responsible for obtaining from each such Servicing Function Participant and
delivering to the applicable Persons any Assessment of Compliance and related
Attestation Report required to be delivered by such Servicing Function
Participant under Section 3.21, in each case as and when required to be
delivered.
Notwithstanding the foregoing, if the Trustee engages a Subcontractor in
connection with the performance of any of its duties under this Agreement, the
Trustee shall be responsible for determining whether such Subcontractor is an
Additional Servicer.
The Trustee shall indemnify the Depositor, the Sponsor, the Servicer and
any of their respective directors, officers, employees or agents and hold them
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain in any way
related to a breach of the Trustee's obligation set forth in the preceding
paragraph or the failure of the Trustee to perform any of its obligations under
Section 3.20, Section 3.21, Section 3.22 or this Section 9.01(c).
Section 9.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 9.01:
(a) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's 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 and the manner of obtaining consents and of
evidencing
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the authorization of the execution thereof by Certificateholders shall be
subject to the reasonable regulations as the Trustee may prescribe;
(b) The Trustee may consult with counsel and any 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 Opinion of Counsel;
(c) The Trustee shall not be under any 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 satisfactory to it against the costs, expenses
and liabilities which may be incurred therein or thereby; however, subject to
Section 9.01(b)(v), nothing contained herein shall relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been cured
or waived), 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 investor would exercise or use under the circumstances in the conduct of
such investor's own affairs;
(d) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;
(e) Prior to the occurrence of an Event of Default hereunder and after
the curing or waiving 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 so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests, aggregating not less than
50%; 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 or security satisfactory
to it against such expense or liability or payment of such estimated expenses as
a condition to so proceeding; and
(f) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
accountants, custodian or independent contractor.
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of, and the authentication on the Certificates) shall be taken as the
statements of the Depositor or the Servicer, as applicable, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or any Mortgage Loans save that the Trustee represents that,
assuming due execution
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and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms,
subject, as to enforcement of remedies, to applicable insolvency, receivership,
moratorium and other laws affecting the rights of creditors generally, and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law). The Trustee shall not be accountable for the use or application by the
Depositor of funds paid to the Depositor in consideration of the assignment of
the Mortgage Loans hereunder by the Depositor, or for the use or application of
any funds paid to Subservicers or the Servicer in respect of the Mortgage Loans
or deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Distribution Account) by the Servicer.
The Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority or for or with respect to the sufficiency of
the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts
or omissions of the Trustee as successor Servicer); the compliance by the
Depositor or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer), or any Mortgagor; any action of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Servicer)
or any Subservicer taken in the name of the Trust or the Trustee; the failure of
the Servicer or any Subservicer to act or perform any duties required of it as
agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review (or
the review of a Custodian on its behalf) of the Mortgage Files pursuant to
Section 2.02. The Trustee shall file any continuation statement with respect to
any financing statement for which the Trustee is the secured party in any public
office at any time required to maintain the perfection of any security interest
or lien granted to it hereunder.
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Section 9.04. 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 and may otherwise deal with the Servicer or any of its affiliates with
the same right it would have if it were not the Trustee.
Section 9.05. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be (a) an institution the
deposits of which are fully insured by the FDIC and (b) a corporation or banking
association organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of not less than $50,000,000.00
and subject to supervision or examination by Federal or State authority and (c)
with respect to every successor trustee hereunder either an institution (i) the
long-term unsecured debt obligations of which are rated at xxxxx "X0" by Xxxxx'x
and "A" by S&P or (ii) whose serving as Trustee hereunder would not result in
the lowering of the ratings originally assigned to any Class of Certificates.
The Trustee shall not be an affiliate of the Depositor or the Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The principal office of the Trustee (other than the
initial Trustee) shall be in a state with respect to which an Opinion of Counsel
has been delivered to such Trustee at the time such Trustee is appointed Trustee
to the effect that the Trust will not be a taxable entity under the laws of such
state. In case at any time the Trustee shall cease to be eligible in accordance
with the provision of this Section 9.05, the Trustee shall resign immediately in
the manner and with the effect specified in Section 9.06.
Section 9.06. Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice thereof to the Servicer and the Depositor and
mailing a copy of such notice to all Holders of record. The Trustee shall also
mail a copy of such notice of resignation to each Rating Agency. Upon receiving
such notice of resignation, the Servicer shall use its best efforts to promptly
appoint a mutually acceptable successor 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. If no successor Trustee shall
have been so appointed and shall have accepted appointment within 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 9.05 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged a 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, or if at any time the Trustee
has failed to duly perform, within the
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required time period, its obligations under Section 3.20, Section 3.21 or
Section 3.22, then the Servicer 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.
The Holders of Certificates evidencing not less than 50% of the Voting
Rights may at any time remove the Trustee by written instrument or instruments
delivered to the Servicer and the Trustee; the Servicer shall thereupon use its
best efforts to appoint a mutually acceptable successor Trustee in accordance
with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 9.06 shall become
effective upon acceptance of appointment by the successor Trustee as provided in
Section 9.07.
Section 9.07. Successor Trustee.
Any successor Trustee appointed as provided in Section 9.06 shall execute,
acknowledge and deliver to the Servicer 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, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee herein. The
predecessor Trustee shall duly assign, transfer, deliver and pay over to the
successor Trustee the whole of the Mortgage Files and related documents and
statements held by it hereunder (or direct a Custodian to deliver such Mortgage
Files and related documents and statements), together with all instruments of
transfer and assignment or other documents properly executed as may be
reasonably required to effect such transfer and such of the records or copies
thereof maintained by the predecessor Trustee in the administration hereof as
may be reasonably requested by the successor Trustee and shall thereupon be
discharged from all duties and responsibilities under this Agreement; provided,
however, that if the predecessor Trustee has been removed pursuant to the third
paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee
incurred in complying with this Section 9.07 shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this Section
9.07 unless at the time of such appointment such successor Trustee shall be
eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 9.07, the Servicer shall cooperate to mail notice of the succession of
such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fails to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
Section 9.08. Merger or Consolidation of Trustee.
Any corporation or banking association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
banking association
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resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, 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. In connection with the
succession to the Trustee under this Agreement by any Person (i) into which the
Trustee may be merged or consolidated or (ii) which may be appointed as a
successor to the Trustee, the Trustee shall notify the Depositor of such
succession or appointment and shall furnish to the Depositor in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably necessary to accurately and timely report, pursuant to Section
3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be filed under the Exchange
Act).
Section 9.09. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer 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 as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, 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 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07. The Trustee shall be responsible for the fees of
any co-trustee or separate trustee appointed hereunder.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, 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, 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 Estate 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. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this
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Agreement and the conditions of this Article IX. 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 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. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10. Authenticating Agents.
The Trustee may appoint one or more authenticating agents ("Authenticating
Agents") which shall be authorized to act on behalf of the Trustee in
authenticating or countersigning Certificates. Initially, the Authenticating
Agent shall be Xxxxx Fargo Bank, N.A. Wherever reference is made in this
Agreement to the authentication or countersigning of Certificates by the Trustee
or the Trustee's certificate of authentication or countersigning, such reference
shall be deemed to include authentication or countersigning on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication or
countersignature executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be acceptable to the Servicer and must be a
corporation or banking association organized and doing business under the laws
of the United States of America or of any State, having a place of business in
New York, New York, 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.
Any corporation or banking association into which any Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association 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.
Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Servicer. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Servicer. 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 with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all
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Certificateholders. 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.
Section 9.11. Trustee's Fees and Expenses.
The Trustee, as compensation for its services hereunder, shall be entitled
to receive on each Distribution Date an amount equal to the Trustee Fee for such
Distribution Date pursuant to Section 5.02(a). The Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified and held harmless
by the Trust against any claims, damage, loss, liability or expense (including
reasonable attorney's fees) (a) incurred in connection with or arising from or
relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance
of any of the Trustee's duties hereunder, other than any claims, damage, loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of any of the Trustee's duties hereunder,
(b) resulting from any tax or information return which was prepared by, or
should have been prepared by, the Servicer and (c) arising out of the transfer
of any ERISA-Restricted Certificate or Residual Certificate not in compliance
with ERISA. Without limiting the foregoing, except as otherwise agreed upon in
writing by the Depositor and the Trustee, and except for any such expense,
disbursement or advance as may arise from the Trustee's gross negligence, bad
faith or willful misconduct, the Trust shall reimburse the Trustee for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement to the extent
permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii). Except
as otherwise provided herein, the Trustee shall not be entitled to payment or
reimbursement for any routine ongoing expenses incurred by the Trustee in the
ordinary course of its duties as Trustee, Certificate Registrar or Paying Agent
hereunder or for any other expenses. The provisions of this Section 9.11 shall
survive the termination of this Agreement or the resignation or removal of the
Trustee hereunder.
Section 9.12. Appointment of Custodian.
The Trustee may at any time on or after the Closing Date, with the consent
of the Depositor and the Servicer, appoint one or more Custodians to hold all or
a portion of the Mortgage Files as agent for the Trustee, by entering into a
custodial agreement in a form acceptable to the Depositor and the Servicer.
Subject to this Article IX, the Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders. Each Custodian shall be a
depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File.
Each Custodian shall indemnify the Depositor, the Sponsor, the Trustee,
the Servicer and any of their respective directors, officers, employees or
agents and hold them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain in any way related to the failure of the Custodian to perform any of its
obligations under Section 3.21(a).
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Section 9.13. Paying Agents.
The Trustee may appoint one or more paying agents (each, a "Paying Agent")
which shall be authorized to act on behalf of the Trustee in making withdrawals
from the Distribution Account and distributions to Certificateholders as
provided in Section 3.09 and Section 5.02. Wherever reference is made in this
Agreement to withdrawal from the Distribution Account by the Trustee, such
reference shall be deemed to include such a withdrawal on behalf of the Trustee
by a Paying Agent. Initially, the Paying Agent shall be Xxxxx Fargo Bank, N.A.
Whenever reference is made in this Agreement to a distribution by the Trustee or
the furnishing of a statement to Certificateholders by the Trustee, such
reference shall be deemed to include such a distribution or furnishing on behalf
of the Trustee by a Paying Agent. Each Paying Agent shall provide to the Trustee
such information concerning the Distribution Account as the Trustee shall
request from time to time. Each Paying Agent must be reasonably acceptable to
the Servicer and must be a corporation or banking association organized and
doing business under the laws of the United States of America or of any state,
having (except in the case of the Trustee) a principal office and place of
business in New York, New York, 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. Any fees and
expenses (but not including any indemnity payments) of a Paying Agent appointed
pursuant to this Agreement shall be payable by the Trustee out of its own funds
and not out of any funds in the Trust Estate.
Any corporation into which any Paying Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Paying Agent shall be a party, or any
corporation succeeding to the corporate agency business of any Paying Agent,
shall continue to be the Paying Agent provided that such corporation after the
consummation of such merger, conversion, consolidation or succession meets the
eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Distribution Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Distribution Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 9.13, the Trustee may appoint, upon prior
written approval of the Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14. Limitation of Liability.
The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it by this
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Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15. Trustee May Enforce Claims Without Possession of
Certificates.
All rights of action and claims under this Agreement or the Certificates
may be prosecuted and enforced by the Trustee without the possession of any of
the Certificates or the production thereof in any proceeding relating thereto,
and such preceding instituted by the Trustee shall be brought in its own name or
in its capacity as Trustee. Any recovery of judgment shall, after provision for
the payment of the reasonable compensation, expenses, disbursement and advances
of the Trustee, its agents and counsel, be for the ratable benefit of the
Certificateholders in respect of which such judgment has been recovered.
Section 9.16. Suits for Enforcement.
In case an Event of Default or other default by the Servicer or the
Depositor hereunder shall occur and be continuing, the Trustee, in its
discretion, may proceed to protect and enforce its rights and the rights of the
Holders of Certificates under this Agreement by a suit, action or proceeding in
equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained in this Agreement or in aid of the execution of
any power granted in this Agreement or for the enforcement of any other legal,
equitable or other remedy, as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Trustee and the
Certificateholders.
Waiver of Bond Requirement. The Trustee shall be relieved of, and each
Certificateholder hereby waives, any requirement of any jurisdiction in which
the Trust, or any part thereof, may be located that the Trustee post a bond or
other surety with any court, agency or body whatsoever.
Section 9.17. Waiver of Inventory, Accounting and Appraisal Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01. Termination upon Purchase or Liquidation of All Mortgage
Loans.
Subject to Section 10.02, the respective obligations and responsibilities
of the Depositor, the Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the Final Distribution Date and to send certain notices as hereinafter set forth
and the obligations of the Trustee pursuant to Sections 5.04(b) and 5.05(b))
shall terminate upon the last action required to be taken by the Trustee on the
Final
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Distribution Date pursuant to this Article X following the earlier of (a) the
purchase by the Servicer of all of the Mortgage Loans and all REO Property
remaining in the Trust Estate at a price equal to the sum of (x) 100% of the
unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as
to which REO Property has been acquired and whose fair market value is included
pursuant to clause (y) below), (y) the fair market value of such REO Property
plus one month's interest at the related Mortgage Interest Rate on the unpaid
principal balance of each Mortgage Loan (including any Mortgage Loan as to which
REO Property has been acquired) and (z) any Reimbursement Amount owed to the
Trust pursuant to Section 2.02 related to a Mortgage Loan.
Regardless of the foregoing, 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. Xxxxx, living on the date hereof.
The right of the Servicer to purchase the Mortgage Loans is conditioned
upon (A) the aggregate of the Pool Stated Principal Balance of all of the Loan
Groups being less than 10% of the aggregate unpaid principal balance of the
Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated
pursuant to clause (a) of the second preceding paragraph being less than or
equal to the aggregate fair market value of the Mortgage Loans (other than any
Mortgage Loan as to which REO Property has been acquired) and the REO
Properties; provided, however, that this clause (B) shall not apply to any
purchase by the Servicer if, at the time of the purchase, the Servicer is no
longer subject to regulation by the Office of the Comptroller of the Currency,
the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this
paragraph and the second preceding paragraph will be determined by the Servicer
as of the close of business on the third Business Day next preceding the date
upon which notice of any such termination is furnished to Certificateholders
pursuant to the fourth paragraph of this Article X. If such right is exercised,
the Trustee (or Custodian on the Trustee's behalf) shall, promptly following
payment of the purchase price, release to the Servicer or its designee the
Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the applicable date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and for cancellation, shall be given promptly by the
Trustee by letter to the Certificateholders mailed not later than the 15th day
of the month of such final distribution specifying (1) the applicable
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of such Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
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 therein specified.
If the Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Servicer, the Servicer shall deposit in the
Distribution Account on or before the Final Distribution Date in immediately
available funds an amount equal to the amount necessary to make the amount, if
any, on deposit in the
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Distribution Account on the applicable Final Distribution Date equal to the
purchase price for the related assets of the Trust computed as above provided
together with a statement as to the amount to be distributed on each Class of
Certificates pursuant to the next succeeding paragraph. Not less than five (5)
Business Days prior to the Final Distribution Date, the Trustee shall notify the
Servicer of the amount of any unpaid Reimbursement Amount owed to the Trust
related to the Mortgage Loans and the Servicer shall deposit such amount in the
Distribution Account not later than the Business Day preceding the Final
Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the Final Distribution Date, and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, all cash on hand in respect of the related
REMIC (other than the amounts retained to meet claims). An amount shall be
distributed in respect of interest and principal, as applicable, to the
Uncertificated Lower-Tier Interests and the Uncertificated Subsidiary Lower-Tier
Interests in the same manner as principal and interest are distributed to the
Uncertificated Lower-Tier Interests and the Uncertificated Subsidiary Lower-Tier
Interests as provided in Section 5.02.
If all of the Certificateholders do not surrender their Certificates for
final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the Distribution Account not
distributed in final distribution to Certificateholders to continue to be held
by the Trustee in an Eligible Account for the benefit of such Certificateholders
and the Trustee shall give a second written notice to the remaining applicable
Certificateholders to surrender their Certificates for cancellation and receive
a final distribution with respect thereto. If within one year after the second
notice all the applicable Certificates shall not have been surrendered for
cancellation, the Trustee may take appropriate steps, or may appoint an agent to
take appropriate steps, to contact the remaining applicable Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such Eligible Account.
Section 10.02. Additional Termination Requirements.
(a) If the Servicer exercises its purchase option as provided in Section
10.01, the related REMIC or REMICs shall be terminated in accordance with the
following additional requirements, unless the Trustee has received an Opinion of
Counsel to the effect that the failure of the Trust to comply with the
requirements of this Section 10.02 will not (i) result in the imposition of
taxes on "prohibited transactions" of the Trust as defined in Section 860F of
the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any related Certificates are outstanding:
(i) within 90 days prior to the applicable Final Distribution
Date set forth in the notice given by the Trustee under Section 10.01, the
Trustee shall sell the related Mortgage Loans and the REO Properties to
the Servicer for cash;
(ii) the notice given by the Trustee pursuant to Section 10.01
shall provide that such notice constitutes adoption of a plan of complete
liquidation of the applicable REMIC or REMICs as of the date of such
notice (or, if earlier, the date on which such
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notice was mailed to Certificateholders). The Trustee shall also ensure
that such date is specified in the final tax return of the applicable
REMIC or REMICs; and
(iii) the Subsidiary Lower-Tier REMIC and Upper-Tier REMIC will be
terminated on the same date that the Lower-Tier REMIC is terminated.
(b) By its acceptance of the Class 1-A-R Certificate, the Holder thereof
hereby agrees to take such other action in connection with such plan of complete
liquidation as may be reasonably requested by the Depositor or the Trustee, and
if such action is not requested, is deemed to adopt such a plan of complete
liquidation.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. 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,
(i) to cure any ambiguity or mistake, (ii) to correct or supplement any
provisions herein or therein which may be inconsistent with any other provisions
of this Agreement, any amendment to this Agreement or the related Prospectus
Supplement, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of each REMIC created
hereunder as a REMIC at all times that any related Certificates are outstanding
or to avoid or minimize the risk of the imposition of any tax on any REMIC
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee has received an Opinion of Counsel to the effect that such
action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action shall
not, as evidenced by such Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder, (iv) to change the timing and/or
nature of deposits into the Distribution Account provided that (a) such change
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the Senior Certificates
and the Class B-1, Class B-2, Class B-3, Class B-4 or Class B-5 Certificates as
evidenced by a letter from each Rating Agency rating such Certificates to such
effect and (v) 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 action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates. Notwithstanding any
contrary provision of this Agreement, the Trustee shall not consent to any
amendment to this Agreement pursuant to clause (i) through (v) above unless it
shall have first received an Opinion of Counsel to the effect that such
amendment shall not cause the imposition of any tax on any REMIC created
hereunder or the Certificateholders or cause any
-108-
REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
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 of
each Class of Certificates which is affected by such amendment, evidencing, as
to each such Class of Certificates, Percentage Interests aggregating not less
than 66-2/3%, 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 such Certificates; provided, however,
that no such amendment shall (A) reduce in any manner the amount of, or delay
the timing of, collections of payments on Mortgage Loans or distributions which
are required to be made on any Certificate without the consent of the Holder of
such Certificate or (B) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of the Holders of all Certificates then
Outstanding.
Prior to the solicitation of consent of Certificateholders in connection
with any such amendment, the party seeking such amendment shall furnish the
Trustee with an Opinion of Counsel stating whether such amendment would
adversely affect the qualification of any REMIC created hereunder as a REMIC and
notice of the conclusion expressed in such Opinion of Counsel shall be included
with any such solicitation. An amendment made with the consent of all
Certificateholders and executed in accordance with this Section 11.01 shall be
permitted or authorized by this Agreement notwithstanding that such Opinion of
Counsel may conclude that such amendment would adversely affect the
qualification of any REMIC created hereunder as a REMIC.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 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
requirements as the Trustee may prescribe.
Prior to the execution of any amendment to this Agreement, the Trustee
shall receive and be entitled to conclusively rely on any Opinion of Counsel (at
the expense of the Person seeking such amendment) stating that such amendment is
authorized and permitted by this Agreement. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's own
rights, duties or immunities under this Agreement.
Section 11.02. Recordation of Agreement; Counterparts.
This Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Trustee at its expense, at the direction of
-109-
Holders of Certificates evidencing not less than 50% of all Voting Rights, but
only upon delivery to the Trustee at the expense of the requesting
Certificateholders of an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, 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 11.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
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 provided
herein) or in any manner otherwise control the operation and management of the
Trust, 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 or by availing itself
of any provisions 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 provided herein, and unless also the Holders
of Certificates evidencing Percentage Interests aggregating not less than 25% of
each Class of Certificates affected thereby shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder 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 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
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, 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
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
-110-
Section 11.04. Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS THEREOF,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
With respect to any claim arising out of this Agreement, each party
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of
Manhattan in The City of New York, and each party irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made by
any lawful means.
Section 11.05. Notices.
All demands, notices, instructions, directions, requests and
communications required or permitted to be delivered hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified mail, return receipt requested, (provided, however, that
notices to the Trustee may be delivered by facsimile and shall be deemed
effective upon receipt) to (a) in the case of the Depositor, Banc of America
Funding Corporation, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000,
Attention: General Counsel and Chief Financial Officer, (b) in the case of the
Servicer, Bank of America, National Association, 000 Xxxxxxxxxx Xxxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000-0000, Attention: Servicing Manager, with a copy to
Bank of America, National Association, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX
00000, Attention: General Counsel and Chief Financial Officer, (c) in the case
of the Trustee, Xxxxx Fargo Bank, N.A., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000,
Attention: BAFC, Series 2006-B, and for overnight delivery purposes, Xxxxx Fargo
Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention:
BAFC, Series 2006-B, with a copy to Xxxxx Fargo Bank, N.A., Sixth and Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000, Attention: BAFC, Series 2006-B, (e) in
the case of Moody's, Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Monitoring Group, and (f)
in the case of S&P, Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential Mortgage
Surveillance Manager; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party; or, as to each
party, at such other address as shall be designated by such party in a written
notice to each other party. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice to a
Certificateholder so mailed within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
-111-
Section 11.06. 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 or of the Certificates or the rights of the Holders thereof.
Section 11.07. Certificates Nonassessable and Fully Paid.
It is the intention of the Trustee that Certificateholders shall not be
personally liable for obligations of the Trust Estate, that the beneficial
ownership interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Trust Estate or for any reason whatsoever, and
that Certificates upon execution, authentication and delivery thereof by the
Trustee pursuant to Section 6.01 are and shall be deemed fully paid.
Section 11.08. Access to List of Certificateholders.
The Certificate Registrar will furnish or cause to be furnished to the
Trustee, within 15 days after the receipt of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders as of the most recent Record Date
for payment of distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee, and
such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees with
the Certificate Registrar and the Trustee that neither the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09. Recharacterization.
The parties to this Agreement intend the conveyance by the Depositor to
the Trustee of all of its right, title and interest in and to the Mortgage Loans
pursuant to this Agreement to constitute a purchase and sale and not a loan.
Notwithstanding the foregoing, to the extent that such conveyance is held not to
constitute a sale under applicable law, it is intended 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 and to the
Mortgage Loans.
-112-
Section 11.10. Regulation AB Compliance; Intent of the Parties;
Reasonableness.
The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agree to
use commercially reasonable efforts to comply with requests made by the
Depositor in good faith for delivery of information under these provisions on
the basis of evolving interpretations of Regulation AB. In connection with the
Trust, the Servicer, the Trustee and the Custodian shall cooperate fully with
the Depositor to deliver to the Depositor (including its assignees or
designees), any and all statements, reports, certifications, records and any
other information available to such party and reasonably necessary in the good
faith determination of the Depositor to permit the Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Servicer, the Trustee and the Custodian, as applicable, reasonably believed by
the Depositor to be necessary in order to effect such compliance.
-113-
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized to be hereunto affixed, all as of the day and year first above
written.
BANC OF AMERICA FUNDING CORPORATION,
as Depositor
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer
By: /s/Xxxxx X. Good
------------------------------------
Name: Xxxxx X. Good
Title: Vice President
XXXXX FARGO BANK, N.A.,
as Trustee
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 24th day of February, 2006, before me, a notary public in and for
the State of North Carolina, personally appeared Xxxxx Xxxxx, known to me who,
being by me duly sworn, did depose and say that he is a Senior Vice President of
Banc of America Funding Corporation, a Delaware corporation, one of the parties
that executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of such corporation.
/s/ Xxxxxxxxx X. Xxxxxx
-------------------------------
Notary Public
[Notarial Seal]
My commission expires 12-15-07 .
----------
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 24th day of February, 2006, before me, a notary public in and for
the State of Illinois, personally appeared Xxxxx X. Good, known to me who, being
by me duly sworn, did depose and say that he/she is a Vice President of Bank of
America, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he/she signed his/her
name thereto by order of the Board of Directors of such association.
/s/ Xxxxxxxxx X. Xxxxxx
-------------------------------
Notary Public
[Notarial Seal]
My commission expires 12-15-07 .
----------
STATE OF MARYLAND )
) ss.:
COUNTY OF BALTIMORE )
)
On the 28th day of February, 2006, before me, a notary public in and for
the State of Maryland, personally appeared Xxxxx X. Xxxxxx, known to me who,
being by me duly sworn, did depose and say that he is an Vice President of Xxxxx
Fargo Bank, N.A., a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such association.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Notary Public
[Seal]
Xxxxxx X. Xxxxxxx
Notary Public
Baltimore City
Maryland
My Commission Expires January 7 2009
EXHIBIT A-1A1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 1-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 1-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[___________]
Initial Class Certificate
Balance of this Class: $28,927,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AA 0
ISIN No.: US058928AA05
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-1A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
For each Distribution Date, interest will accrue on these Certificates at
a per annum rate equal to the Net WAC of the Group 1 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-1A1-3
EXHIBIT A-1A2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 1-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 1-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $1,344,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AB 8
ISIN No.: US058928AB87
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-1A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
For each Distribution Date, interest will accrue on these Certificates at
a per annum rate equal to the Net WAC of the Group 1 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-1A2-3
EXHIBIT A-1AR
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 1-A-R
SOLELY FOR U.S. 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 CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS CLASS 1-A-R CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
A-1AR-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 1-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of seven loan groups of adjustable interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AC 6
ISIN No.: US058928AC60
THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the
A-1AR-2
Trustee or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 1 Mortgage Loans.
Any distribution of the proceeds of any remaining assets of the applicable
sub-accounts of the Distribution Account will be made only upon presentment and
surrender of this Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Class 1-A-R Certificate to such proposed transferee shall be effected;
(v) this Class 1-A-R Certificate may not be purchased by or transferred to any
Person that is not a U.S. Person, unless (A) such Person holds this Class 1-A-R
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Class 1-A-R Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
A-1AR-3
* * *
A-1AR-4
EXHIBIT A-2A1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 2-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $141,479,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AD 4
ISIN No.: US058928AD44
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-2A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 2 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-2A1-3
EXHIBIT A-2A2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 2-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 2-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 2-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $6,572,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AE 2
ISIN No.: US058928AE27
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-2A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 2 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-2A2-3
EXHIBIT A-3A1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 3-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 3-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $24,039,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AF 9
ISIN No.: US058928AF91
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-3A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 3 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-3A1-3
EXHIBIT A-3A2
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 3-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 3-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 3-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 3-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $1,117,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AG 7
ISIN No.: US058928AG74
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-3A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 3 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-3A2-3
EXHIBIT A-4A1
[FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 4-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 4-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $26,472,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AH 5
ISIN No.: US058928AH57
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-4A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-4A1-3
EXHIBIT A-4A2
[FORM OF FACE OF CLASS 4-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 4-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 4-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 4-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 4-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $1,230,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AJ 1
ISIN No.: US058928AJ14
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-4A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-4A2-3
EXHIBIT A-5A1
[FORM OF FACE OF CLASS 5-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 5-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 5-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $134,373,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AK 8
ISIN No.: US058928AK86
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-5A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 5 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-5A1-3
EXHIBIT A-6A1
[FORM OF FACE OF CLASS 6-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 6-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 6-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[________]
Initial Class Certificate
Balance of this Class: $21,536,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AL 6
ISIN No.: US058928AL69
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-6A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 6 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-6A1-3
EXHIBIT A-6A2
[FORM OF FACE OF CLASS 6-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 6-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW. AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE
PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS 6-A-1 CERTIFICATES
WILL BE BORNE BY THE CLASS 6-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 6-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $1,000,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AM 4
ISIN No.: US058928AM43
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-6A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 6 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-6A2-3
EXHIBIT A-7A1
[FORM OF FACE OF CLASS 7-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 7-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 7-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[________]
Initial Class Certificate
Balance of this Class: $67,140,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AN 2
ISIN No.: US058928AN26
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-7A1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 7 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-7A1-3
EXHIBIT A-7A2
[FORM OF FACE OF CLASS 7-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 7-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW. AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE
PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS 7-A-1 CERTIFICATES
WILL BE BORNE BY THE CLASS 7-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class 7-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $6,541,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AP 7
ISIN No.: US058928AP73
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
A-7A2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 7 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
A-7A2-3
EXHIBIT B-B1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
OF ALL GROUPS AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-B1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $8,924,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AQ 5
ISIN No.: US058928AQ56
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-B1-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the weighted average (based on the Group Subordinate Amount for each Loan Group)
of the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans, the Group 4 Mortgage Loans, the Group 5
Mortgage Loans, the Group 6 Mortgage Loans and the Group 7 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
B-B1-3
EXHIBIT B-B2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
OF ALL GROUPS AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
B-B2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $4,582,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AR 3
ISIN No.: US058928AR30
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-B2-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the weighted average (based on the Group Subordinate Amount for each Loan Group)
of the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans, the Group 4 Mortgage Loans, the Group 5
Mortgage Loans, the Group 6 Mortgage Loans and the Group 7 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
B-B2-3
EXHIBIT B-B3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS 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 U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
OF ALL GROUPS, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
B-B3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-3
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $3,135,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AS 1
ISIN No.: US058928AS13
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-B3-2
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the weighted average (based on the Group Subordinate Amount for each Loan Group)
of the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans, the Group 4 Mortgage Loans, the Group 5
Mortgage Loans, the Group 6 Mortgage Loans and the Group 7 Mortgage Loans.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
B-B3-3
EXHIBIT B-B4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-4
SOLELY FOR U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
OF ALL GROUPS, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG.
B-B4-1
35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF
SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR
ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES
OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF
PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN
SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
B-B4-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-4
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): [__________]
Initial Class Certificate
Balance of this Class: $1,205,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AT 9
ISIN No.: US058928AT95
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-B4-3
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the weighted average (based on the Group Subordinate Amount for each Loan Group)
of the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans, the Group 4 Mortgage Loans, the Group 5
Mortgage Loans, the Group 6 Mortgage Loans and the Group 7 Mortgage Loans.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
B-B4-4
EXHIBIT B-B5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-5
SOLELY FOR U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
OF ALL GROUPS, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG.
B-B5-1
35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF
SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR
ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES
OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF
PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN
SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
B-B5-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-5
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[__________]
Initial Class Certificate
Balance of this Class: $1,447,000.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AU 6
ISIN No.: US058928AU68
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-B5-3
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the weighted average (based on the Group Subordinate Amount for each Loan Group)
of the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans, the Group 4 Mortgage Loans, the Group 5
Mortgage Loans, the Group 6 Mortgage Loans and the Group 7 Mortgage Loans.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
B-B5-4
EXHIBIT B-B6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-6
SOLELY FOR U.S. 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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
OF ALL GROUPS, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF
B-B6-1
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925
(JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH
GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON
BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES
OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF
PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN
SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
B-B6-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2006-B
Class B-6
evidencing an interest in a Trust consisting primarily of seven loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: February 1, 2006
First Distribution Date: March 20, 2006
Initial Certificate
Balance of this
Certificate
("Denomination"): $[_________]
Initial Class Certificate
Balance of this Class: $1,206,195.00
Pass-Through Rate: Variable
CUSIP No.: 058928 AV 4
ISIN No.: US058928AV42
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
B-B6-3
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Interest will accrue on these Certificates at a per annum rate equal to
the weighted average (based on the Group Subordinate Amount for each Loan Group)
of the Net WAC of each of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans, the Group 4 Mortgage Loans, the Group 5
Mortgage Loans, the Group 6 Mortgage Loans and the Group 7 Mortgage Loans.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
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.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
B-B6-4
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Funding Corporation Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 20th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month immediately preceding the month of such
Distribution Date or the Business Day immediately preceding such Distribution
Date, as set forth in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall distribute out of the
Distribution Account to each Certificateholder of record on the related Record
Date (other than with respect to the final distribution) (a) by check mailed to
such Certificateholder entitled to receive a distribution on such Distribution
Date at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate, by wire transfer or by such
other means of payment as such Certificateholder and the Trustee shall agree
upon, such Certificateholder's Percentage Interest in the amount to which the
related Class of Certificates is entitled in accordance with the priorities set
forth in Section 5.02 of the Pooling and Servicing Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate to the Trustee as contemplated by
Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the
C-1
rights of the Certificateholders under the Pooling and Servicing Agreement at
any time by the Depositor, the Servicer and the Trustee with the consent of the
Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Pooling and Servicing Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing 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.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicer, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicer, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal Balance
of the Mortgage Loans in all Loan Groups is less than 10% of the aggregate
Cut-off Date Pool Principal Balance of such Mortgage Loans, the Servicer has the
option to purchase such Mortgage Loans under the conditions set forth in Section
10.01 of the Pooling and Servicing Agreement. In the event that no such optional
repurchases occur, the obligations and responsibilities created by the Pooling
and Servicing Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust or the disposition of all property in respect thereof and
the distribution to Certificateholders of all amounts required to be distributed
pursuant to the Pooling and Servicing Agreement. In no event shall the Trust
created by the Pooling and Servicing Agreement continue beyond the expiration of
21 years from the death of the last survivor of the descendants
C-2
of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of
St. Xxxxx, living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
C-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
XXXXX FARGO BANK, N.A.,
as Trustee
By______________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.
XXXXX FARGO BANK, N.A.,
as Trustee
By______________________________________
Authorized Signatory
C-4
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.
I (We) further direct the Trustee 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 Applicable statements should be mailed to
______________________________________________________
This information is provided by _________, the assignee named above, or ,
as its agent.
X-0
XXXXXXX X-0
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
D-1-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
3303728079 Primary PUD 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 3,692.76 3/1/2006
6004287816 Primary SFR 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 2,805.90 3/1/2006
6007796250 Primary PUD 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 3,223.59 2/1/2006
6023716282 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 3,785.85 3/1/2006
6034919701 Primary SFR 360 360 75 6.25 3/1/2006 3/1/2006 2/1/2036 6,523.44 3/1/2006
6050625828 Primary Condo 360 359 45 6.25 2/1/2006 2/1/2006 1/1/2036 2,247.66 2/1/2006
6105153446 Primary Condo 360 360 75 6.25 3/1/2006 3/1/2006 2/1/2036 4,296.87 3/1/2006
6111272362 Primary PUD 360 360 74.16 6.375 3/1/2006 3/1/2006 2/1/2036 5,228.03 3/1/2006
6136946321 Primary SFR 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 3,127.50 2/1/2006
6166943495 Primary Condo 360 360 77.33 6.25 3/1/2006 3/1/2006 2/1/2036 2,818.76 3/1/2006
6179957573 Primary Condo 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 4,458.33 3/1/2006
6231439412 Primary PUD 360 359 72.97 5.875 2/1/2006 3/1/2006 1/1/2036 4,626.56 2/1/2006
6241471637 Secondary Condo 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 4,025.00 1/1/2006
6241764361 Primary PUD 360 360 80 6.5 3/1/2006 3/1/2006 2/1/2036 2,292.33 3/1/2006
6262751529 Primary PUD 360 360 57.14 6.75 3/1/2006 3/1/2006 2/1/2036 3,891.59 3/1/2006
6273633013 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,154.17 3/1/2006
6284580484 Primary SFR 360 359 69.74 6.375 2/1/2006 3/1/2006 1/1/2036 2,815.27 2/1/2006
6292326193 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 2,291.67 2/1/2006
6309252911 Primary PUD 360 357 80 5.625 12/1/2005 2/1/2006 11/1/2035 2,253.75 1/1/2006
6331129087 Primary SFR 360 360 80 6.5 3/1/2006 3/1/2006 2/1/2036 3,185.00 3/1/2006
6348144947 Secondary SFR 360 360 44.53 5.875 3/1/2006 3/1/2006 2/1/2036 2,692.71 3/1/2006
6375084875 Secondary PUD 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 2,467.50 2/1/2006
6376284391 Primary PUD 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,115.00 2/1/2006
6392522501 Primary SFR 360 360 71.63 5.875 3/1/2006 3/1/2006 2/1/2036 3,769.79 3/1/2006
6409760664 Primary PUD 360 360 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,455.17 3/1/2006
6412362128 Primary SFR 360 355 90 5.375 10/1/2005 2/1/2006 9/1/2035 2,305.88 1/1/2006
6428971144 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 4,188.09 3/1/2006
6488997450 Primary SFR 360 360 69.51 6.5 3/1/2006 3/1/2006 2/1/2036 3,087.50 3/1/2006
6491395718 Primary SFR 360 358 76.54 5 1/1/2006 2/1/2006 12/1/2035 3,903.57 1/1/2006
6501211749 Primary PUD 360 360 80 5.25 3/1/2006 3/1/2006 2/1/2036 1,932.00 3/1/2006
6503180173 Primary SFR 360 360 70.72 6.75 3/1/2006 3/1/2006 2/1/2036 2,745.00 3/1/2006
6525858889 Primary PUD 360 359 74.24 5.875 2/1/2006 2/1/2006 1/1/2036 2,398.96 2/1/2006
6533922115 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 5,989.16 2/1/2006
6585164186 Secondary Condo 360 359 79.93 5.625 2/1/2006 3/1/2006 1/1/2036 4,679.58 2/1/2006
6594027853 Primary Condo 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,825.00 3/1/2006
6608608193 Primary SFR 360 360 65.11 5.5 3/1/2006 3/1/2006 2/1/2036 2,044.17 3/1/2006
6616190937 Secondary Condo 360 356 80 5.625 11/1/2005 2/1/2006 10/1/2035 2,246.25 1/1/2006
6619949842 Primary Condo 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,290.94 3/1/2006
0000000000 Primary Condo 360 360 66.67 5.875 3/1/2006 3/1/2006 2/1/2036 3,671.87 3/1/2006
6657867658 Primary SFR 360 360 73.47 6.5 3/1/2006 3/1/2006 2/1/2036 3,413.17 3/1/2006
6692474692 Primary PUD 360 360 80 6.375 3/1/2006 3/1/2006 2/1/2036 2,975.00 3/1/2006
6716185167 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,244.25 2/1/2006
6724162273 Primary SFR 360 358 79.32 6.625 1/1/2006 2/1/2006 12/1/2035 4,251.10 1/1/2006
6737705415 Secondary SFR 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 4,072.96 2/1/2006
6807528945 Primary Condo 360 360 60 6.125 3/1/2006 3/1/2006 2/1/2036 3,828.13 3/1/2006
6827281129 Secondary PUD 360 359 83.33 6.375 2/1/2006 3/1/2006 1/1/2036 2,656.25 2/1/2006
6839039911 Primary SFR 360 358 28.86 6.125 1/1/2006 2/1/2006 12/1/2035 397.61 1/1/2006
6870864326 Secondary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 2,868.75 2/1/2006
6871086176 Primary PUD 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,839.58 2/1/2006
6879604608 Primary SFR 360 360 80 5.625 3/1/2006 3/1/2006 2/1/2036 3,453.94 3/1/2006
6894524484 Secondary Condo 360 359 69.52 6 2/1/2006 3/1/2006 1/1/2036 3,250.00 2/1/2006
6918546992 Primary PUD 360 359 79.3 5.75 2/1/2006 2/1/2006 1/1/2036 2,089.17 2/1/2006
6948115867 Primary SFR 360 360 35.29 6 3/1/2006 3/1/2006 2/1/2036 3,597.31 3/1/2006
LOANID XXXX COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
3303728079 615,920.00 615,920.00 Purchase Reduced 775,000.00 2/1/2009 12 2.25 2 2.25
6004287816 468,000.00 468,000.00 C/O Refi Standard 585,000.00 2/1/2009 12 2.25 2 2.25
6007796250 523,550.00 523,053.23 Purchase Standard 745,000.00 1/1/2009 12.25 2.25 2 2.25
6023716282 640,000.00 640,000.00 Purchase Reduced 800,000.00 2/1/2009 11.875 2.25 2 2.25
6034919701 1,252,500.00 1,252,500.00 Purchase Rapid 1,675,000.00 2/1/2009 12.25 2.25 2 2.25
6050625828 431,550.00 431,550.00 Purchase SISA 980,000.00 1/1/2009 12.25 2.25 2 2.25
6105153446 825,000.00 825,000.00 Purchase Reduced 1,100,000.00 2/1/2009 12.25 2.25 2 2.25
6111272362 838,000.00 838,000.00 C/O Refi Rapid 1,130,000.00 2/1/2009 12.375 2.25 2 2.25
6136946321 556,000.00 556,000.00 Purchase Standard 740,000.00 1/1/2009 12.75 2.25 2 2.25
6166943495 457,800.00 457,800.00 C/O Refi Standard 592,000.00 2/1/2009 12.25 2.25 2 2.25
6179957573 856,000.00 856,000.00 Purchase SISA 1,265,000.00 2/1/2009 12.25 2.25 2 2.25
6231439412 945,000.00 945,000.00 Purchase Rapid 1,295,000.00 1/1/2009 11.875 2.25 2 2.25
6241471637 840,000.00 840,000.00 Purchase Rapid 1,062,000.00 12/1/2008 11.75 2.25 2 2.25
6241764361 423,200.00 423,200.00 Purchase Reduced 530,000.00 2/1/2009 12.5 2.25 2 2.25
6262751529 600,000.00 600,000.00 C/O Refi Standard 1,050,000.00 2/1/2009 12.75 2.25 2 2.25
6273633013 440,000.00 440,000.00 Purchase Standard 550,000.00 2/1/2009 11.875 2.25 2 2.25
6284580484 530,000.00 529,932.86 C/O Refi Rapid 760,000.00 1/1/2009 12.375 2.25 2 2.25
6292326193 440,000.00 440,000.00 Purchase SISA 565,000.00 1/1/2009 12.25 2.25 2 2.25
6309252911 480,800.00 480,800.00 Purchase SISA 619,000.00 11/1/2008 11.625 2.25 2 2.25
6331129087 588,000.00 588,000.00 Purchase SISA 750,000.00 2/1/2009 12.5 2.25 2 2.25
6348144947 550,000.00 550,000.00 Purchase Standard 1,235,000.00 2/1/2009 11.875 2.25 2 2.25
6375084875 504,000.00 504,000.00 Purchase Reduced 635,000.00 1/1/2009 11.875 2.25 2 2.25
6376284391 432,000.00 432,000.00 C/O Refi Rapid 540,000.00 1/1/2009 11.875 2.25 2 2.25
6392522501 770,000.00 770,000.00 R/T Refi Rapid 1,075,000.00 2/1/2009 11.875 2.25 2 2.25
6409760664 481,013.00 481,013.00 Purchase Reduced 665,000.00 2/1/2009 12.125 2.25 2 2.25
6412362128 514,800.00 514,800.00 Purchase Standard 587,000.00 9/1/2008 11.375 2.25 2 2.25
6428971144 708,000.00 708,000.00 Purchase Standard 900,000.00 2/1/2009 11.875 2.25 2 2.25
6488997450 570,000.00 570,000.00 C/O Refi Standard 820,000.00 2/1/2009 12.5 2.25 2 2.25
6491395718 727,163.00 725,411.92 Purchase Standard 950,000.00 12/1/2008 10 2.25 2 2.25
6501211749 441,600.00 441,600.00 C/O Refi Rapid 552,000.00 2/1/2009 11.25 2.25 2 2.25
6503180173 488,000.00 488,000.00 C/O Refi Rapid 690,000.00 2/1/2009 12.75 2.25 2 2.25
6525858889 490,000.00 490,000.00 R/T Refi Standard 660,000.00 1/1/2009 11.875 2.25 2 2.25
6533922115 960,000.00 959,110.84 C/O Refi Standard 1,200,000.00 1/1/2009 12.375 2.25 2 2.25
6585164186 998,310.00 998,310.00 Purchase Rapid 1,249,000.00 1/1/2009 11.625 2.25 2 2.25
6594027853 542,400.00 542,400.00 Purchase SISA 680,000.00 2/1/2009 12.25 2.25 2 2.25
6608608193 446,000.00 446,000.00 R/T Refi Standard 685,000.00 2/1/2009 11.5 2.25 2 2.25
6616190937 479,200.00 479,200.00 Purchase Rapid 607,000.00 10/1/2008 11.625 2.25 2 2.25
6619949842 439,860.00 439,860.00 Purchase Standard 551,000.00 2/1/2009 12.25 2.25 2 2.25
0000000000 750,000.00 750,000.00 Purchase SISA 1,150,000.00 2/1/2009 11.875 2.25 2 2.25
6657867658 540,000.00 540,000.00 C/O Refi Standard 735,000.00 2/1/2009 12.5 2.25 2 2.25
6692474692 560,000.00 559,999.95 Purchase Reduced 700,000.00 2/1/2009 12.375 2.25 2 2.25
6716185167 458,400.00 458,400.00 Purchase Standard 573,000.00 1/1/2009 11.875 2.25 2 2.25
6724162273 663,911.00 662,736.25 Purchase Standard 837,000.00 12/1/2008 12.625 2.25 2 2.25
6737705415 620,000.00 619,479.12 Purchase Standard 775,000.00 1/1/2009 12.875 2.25 2 2.25
6807528945 750,000.00 750,000.00 C/O Refi Rapid 1,250,000.00 2/1/2009 12.125 2.25 2 2.25
6827281129 500,000.00 500,000.00 Purchase Rapid 620,000.00 1/1/2009 12.375 2.25 2 2.25
6839039911 77,900.00 77,900.00 Purchase Reduced 280,000.00 12/1/2008 12.125 2.25 2 2.25
6870864326 540,000.00 540,000.00 Purchase Reduced 675,000.00 1/1/2009 12.375 2.25 2 2.25
6871086176 580,000.00 580,000.00 Purchase Rapid 725,000.00 1/1/2009 11.875 2.25 2 2.25
6879604608 600,000.00 600,000.00 Purchase Reduced 775,000.00 2/1/2009 11.625 2.25 2 2.25
6894524484 650,000.00 650,000.00 C/O Refi Rapid 935,000.00 1/1/2009 12 2.25 2 2.25
6918546992 436,000.00 436,000.00 Purchase Reduced 550,000.00 1/1/2009 11.75 2.25 2 2.25
6948115867 600,000.00 600,000.00 C/O Refi Standard 1,700,000.00 2/1/2009 12 2.25 2 2.25
LOANID INDEX ODATE
3303728079 12 MO LIBOR 1/11/2006
6004287816 12 MO LIBOR 12/27/2005
6007796250 12 MO LIBOR 12/20/2005
6023716282 12 MO LIBOR 1/9/2006
6034919701 12 MO LIBOR 1/12/2006
6050625828 12 MO LIBOR 12/22/2005
6105153446 12 MO LIBOR 1/10/2006
6111272362 12 MO LIBOR 1/13/2006
6136946321 12 MO LIBOR 12/15/2005
6166943495 12 MO LIBOR 12/27/2005
6179957573 12 MO LIBOR 1/12/2006
6231439412 12 MO LIBOR 12/13/2005
6241471637 12 MO LIBOR 11/21/2005
6241764361 12 MO LIBOR 1/17/2006
6262751529 12 MO LIBOR 1/12/2006
6273633013 12 MO LIBOR 1/12/2006
6284580484 12 MO LIBOR 12/21/2005
6292326193 12 MO LIBOR 12/23/2005
6309252911 12 MO LIBOR 10/4/2005
6331129087 12 MO LIBOR 1/9/2006
6348144947 12 MO LIBOR 12/22/2005
6375084875 12 MO LIBOR 12/28/2005
6376284391 12 MO LIBOR 12/19/2005
6392522501 12 MO LIBOR 1/1/2006
6409760664 12 MO LIBOR 1/12/2006
6412362128 12 MO LIBOR 8/5/2005
6428971144 12 MO LIBOR 1/26/2006
6488997450 12 MO LIBOR 1/18/2006
6491395718 12 MO LIBOR 12/2/2004
6501211749 12 MO LIBOR 1/5/2006
6503180173 12 MO LIBOR 1/20/2006
6525858889 12 MO LIBOR 12/23/2005
6533922115 12 MO LIBOR 12/22/2005
6585164186 12 MO LIBOR 12/30/2005
6594027853 12 MO LIBOR 1/12/2006
6608608193 12 MO LIBOR 1/20/2006
6616190937 12 MO LIBOR 9/22/2005
6619949842 12 MO LIBOR 1/11/2006
0000000000 12 MO LIBOR 1/10/2006
6657867658 12 MO LIBOR 1/20/2006
6692474692 12 MO LIBOR 1/17/2006
6716185167 12 MO LIBOR 12/21/2005
6724162273 12 MO LIBOR 3/26/2004
6737705415 12 MO LIBOR 12/29/2005
6807528945 12 MO LIBOR 1/10/2006
6827281129 12 MO LIBOR 12/19/2005
6839039911 12 MO LIBOR 11/2/2005
6870864326 12 MO LIBOR 12/29/2005
6871086176 12 MO LIBOR 12/16/2005
6879604608 12 MO LIBOR 1/3/2006
6894524484 12 MO LIBOR 12/19/2005
6918546992 12 MO LIBOR 12/30/2005
6948115867 12 MO LIBOR 1/13/2006
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
D-2-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
6027238960 Primary SFR 360 316 65.22 6.375 7/1/2002 3/1/2006 6/1/2032 3,984.38 2/1/2006
6124090330 Primary SFR 360 317 80 5.875 8/1/2002 2/1/2006 7/1/2032 1,872.17 1/1/2006
0000000000 Primary SFR 360 316 57.69 6 7/1/2002 2/1/2006 6/1/2032 4,496.63 1/1/2006
6183512067 Primary SFR 360 316 74.47 6.25 7/1/2002 2/1/2006 6/1/2032 2,155.02 1/1/2006
6241550455 Primary PUD 360 317 79.29 5.875 8/1/2002 2/1/2006 7/1/2032 1,649.90 1/1/2006
6251387020 Secondary SFR 360 315 80 6.25 6/1/2002 3/1/2006 5/1/2032 2,250.00 2/1/2006
6262439208 Primary SFR 360 317 68.92 6.5 8/1/2002 2/1/2006 7/1/2032 5,663.33 1/1/2006
6269136732 Investor SFR 360 317 50 6.125 8/1/2002 2/1/2006 7/1/2032 2,126.64 1/1/2006
6291456439 Primary SFR 360 316 49.17 6.5 7/1/2002 2/1/2006 6/1/2032 2,207.19 1/1/2006
6295342940 Primary Condo 360 316 80 5.875 7/1/2002 3/1/2006 6/1/2032 2,247.85 2/1/2006
6354788538 Secondary SFR 360 317 61.58 6.25 8/1/2002 2/1/2006 7/1/2032 2,275.08 1/1/2006
0000000000 Primary SFR 360 316 77.88 6.5 7/1/2002 2/1/2006 6/1/2032 2,708.33 1/1/2006
6470864080 Secondary SFR 360 316 79.13 6.5 7/1/2002 2/1/2006 6/1/2032 2,875.91 1/1/2006
6475831068 Secondary SFR 360 317 63.28 6 8/1/2002 2/1/2006 7/1/2032 3,357.49 1/1/2006
6488739738 Primary SFR 360 317 36.36 4.625 8/1/2002 3/1/2006 7/1/2032 4,113.12 2/1/2006
6543642828 Secondary SFR 360 317 80 6.25 8/1/2002 2/1/2006 7/1/2032 2,408.69 1/1/2006
6587695807 Primary SFR 360 316 62 5.875 7/1/2002 2/1/2006 6/1/2032 2,276.56 1/1/2006
6639380176 Primary SFR 360 317 57.17 6 8/1/2002 2/1/2006 7/1/2032 3,273.55 1/1/2006
6653141850 Primary PUD 360 317 78.9 4.75 8/1/2002 2/1/2006 7/1/2032 2,086.59 1/1/2006
6684206748 Primary SFR 360 317 74.53 6 8/1/2002 2/1/2006 7/1/2032 2,368.23 1/1/2006
6707024979 Primary Condo 360 317 80 5.75 8/1/2002 2/1/2006 7/1/2032 1,820.45 1/1/2006
6709023284 Primary SFR 360 316 80 6 7/1/2002 3/1/2006 6/1/2032 2,800.00 2/1/2006
6737948528 Primary SFR 360 317 80 6 8/1/2002 2/1/2006 7/1/2032 2,480.00 1/1/2006
6777530012 Primary PUD 360 316 80 6.25 7/1/2002 2/1/2006 6/1/2032 1,662.50 1/1/2006
6780398811 Primary SFR 360 317 71.94 5.125 8/1/2002 2/1/2006 7/1/2032 4,900.39 1/1/2006
6817358242 Primary PUD 360 316 80 4.625 7/1/2002 2/1/2006 6/1/2032 1,910.55 1/1/2006
6845281085 Primary SFR 360 317 80 5.875 8/1/2002 2/1/2006 7/1/2032 2,082.22 1/1/2006
6850667673 Primary SFR 360 314 80 6.625 5/1/2002 2/1/2006 4/1/2032 3,864.58 1/1/2006
6887552724 Primary 2-Family 360 317 70.68 6.125 8/1/2002 2/1/2006 7/1/2032 3,457.31 1/1/2006
6920235626 Secondary PUD 360 317 37.31 6.25 8/1/2002 2/1/2006 7/1/2032 2,526.04 1/1/2006
6936890851 Primary SFR 360 316 79.78 6 7/1/2002 2/1/2006 6/1/2032 1,775.00 1/1/2006
6959100071 Primary Condo 360 317 95 6.375 8/1/2002 2/1/2006 7/1/2032 2,109.59 1/1/2006
6983477503 Investor SFR 360 317 71.76 6.125 8/1/2002 2/1/2006 7/1/2032 1,853.22 1/1/2006
6999108217 Primary SFR 360 316 80 5.875 7/1/2002 2/1/2006 6/1/2032 3,129.42 1/1/2006
6016053081 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 3,013.75 2/1/2006
6084189023 Primary SFR 360 359 67.8 6.5 2/1/2006 3/1/2006 1/1/2036 2,166.67 2/1/2006
6124640001 Primary PUD 360 358 90 5.75 1/1/2006 3/1/2006 12/1/2035 2,242.50 2/1/2006
6334014336 Primary SFR 360 358 69.83 6.375 1/1/2006 2/1/2006 12/1/2035 2,151.56 1/1/2006
6392964265 Primary SFR 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 2,633.75 1/1/2006
6429439943 Primary SFR 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 2,380.00 2/1/2006
0000000000 Primary PUD 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,089.17 2/1/2006
3303314508 Primary SFR 360 360 21.38 5.625 3/1/2006 3/1/2006 2/1/2036 3,691.52 3/1/2006
3303434744 Primary PUD 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,783.47 3/1/2006
3303455905 Primary SFR 360 360 80 6.125 3/1/2006 3/1/2006 2/1/2036 3,492.55 3/1/2006
3303465714 Primary SFR 360 359 71.19 5.5 2/1/2006 2/1/2006 1/1/2036 2,708.36 2/1/2006
3303485480 Primary SFR 360 360 89.58 6.125 3/1/2006 3/1/2006 2/1/2036 2,612.12 3/1/2006
3303533131 Secondary SFR 360 359 29.83 5.875 2/1/2006 2/1/2006 1/1/2036 2,957.69 2/1/2006
3303583573 Primary SFR 360 360 65.32 6.625 3/1/2006 3/1/2006 2/1/2036 3,931.49 3/1/2006
3303623197 Primary SFR 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,736.25 3/1/2006
3303626356 Primary SFR 360 360 80 5.5 3/1/2006 3/1/2006 2/1/2036 3,556.64 3/1/2006
3303664654 Primary PUD 360 360 80 5 3/1/2006 3/1/2006 2/1/2036 2,525.21 3/1/2006
3303665875 Primary Condo 360 360 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,867.44 3/1/2006
3303690022 Primary SFR 240 239 75.46 5.75 2/1/2006 2/1/2006 1/1/2026 4,317.82 2/1/2006
3303694719 Primary SFR 360 360 72.08 5.75 3/1/2006 3/1/2006 2/1/2036 3,554.55 3/1/2006
3303723047 Primary SFR 360 360 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,673.49 3/1/2006
6001308110 Primary SFR 360 355 68.92 5.5 10/1/2005 2/1/2006 9/1/2035 963.42 1/1/2006
6005610560 Primary Condo 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 2,330.19 2/1/2006
6009445336 Primary PUD 360 360 79.08 6.375 3/1/2006 3/1/2006 2/1/2036 3,192.81 3/1/2006
6011339436 Primary SFR 360 360 79.09 6 3/1/2006 3/1/2006 2/1/2036 2,175.00 3/1/2006
6013700213 Primary PUD 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 3,094.73 2/1/2006
6025761104 Primary Condo 360 359 52.99 5.75 2/1/2006 2/1/2006 1/1/2036 3,618.16 2/1/2006
0000000000 Primary PUD 360 360 80 5 3/1/2006 3/1/2006 2/1/2036 2,770.82 3/1/2006
6034047263 Primary SFR 360 360 64.96 6.125 3/1/2006 3/1/2006 2/1/2036 2,703.87 3/1/2006
6040944768 Primary Condo 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,530.00 2/1/2006
6042056801 Primary SFR 360 359 57.02 5.625 2/1/2006 2/1/2006 1/1/2036 2,839.21 2/1/2006
6042198900 Primary PUD 360 359 79.99 4.875 2/1/2006 3/1/2006 1/1/2036 2,274.02 2/1/2006
6045028617 Investor SFR 360 360 72.18 6.375 3/1/2006 3/1/2006 2/1/2036 2,550.00 3/1/2006
0000000000 Primary SFR 360 360 80 5.5 3/1/2006 3/1/2006 2/1/2036 3,860.97 3/1/2006
6050714432 Primary SFR 360 360 27.69 5.5 3/1/2006 3/1/2006 2/1/2036 4,125.00 3/1/2006
6053852072 Secondary SFR 360 360 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,530.00 3/1/2006
6062831315 Investor Condo 360 359 70 6.75 2/1/2006 2/1/2006 1/1/2036 4,063.47 2/1/2006
6069026067 Primary PUD 360 359 89.9 5.125 2/1/2006 3/1/2006 1/1/2036 1,900.14 2/1/2006
6085984182 Primary Condo 360 360 62.66 5.75 3/1/2006 3/1/2006 2/1/2036 2,395.83 3/1/2006
6087745466 Primary Condo 360 359 80 5.25 2/1/2006 2/1/2006 1/1/2036 2,117.50 2/1/2006
6098340372 Primary SFR 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,187.50 3/1/2006
0000000000 Primary SFR 360 360 69.94 6.25 3/1/2006 3/1/2006 2/1/2036 2,243.81 3/1/2006
6113707167 Secondary SFR 360 360 80 5.75 3/1/2006 3/1/2006 2/1/2036 3,326.37 3/1/2006
6116572956 Primary 2-Family 360 360 48.21 6.25 3/1/2006 3/1/2006 2/1/2036 4,303.87 3/1/2006
6132362978 Primary PUD 360 359 75 4.875 2/1/2006 3/1/2006 1/1/2036 3,884.77 2/1/2006
6133074572 Primary SFR 360 359 75 5.625 2/1/2006 2/1/2006 1/1/2036 4,183.59 2/1/2006
6138454969 Secondary Condo 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 2,688.97 2/1/2006
6150068259 Primary PUD 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 4,093.45 3/1/2006
0000000000 Primary PUD 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 2,648.00 3/1/2006
6158703568 Investor PUD 360 359 80 6.875 2/1/2006 3/1/2006 1/1/2036 3,416.03 2/1/2006
6159482139 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 2,601.00 2/1/2006
6161991143 Primary SFR 360 360 79.38 6.875 3/1/2006 3/1/2006 2/1/2036 2,910.42 3/1/2006
6163562306 Primary SFR 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 2,049.62 2/1/2006
6175776795 Primary Condo 360 356 80 5.375 11/1/2005 2/1/2006 10/1/2035 1,466.72 1/1/2006
6177420244 Primary PUD 360 360 80 5.25 3/1/2006 3/1/2006 2/1/2036 2,363.44 3/1/2006
6181501625 Primary PUD 360 359 80 5.125 2/1/2006 2/1/2006 1/1/2036 2,537.77 2/1/2006
0000000000 Primary SFR 360 360 76.69 6.75 3/1/2006 3/1/2006 2/1/2036 2,610.00 3/1/2006
6187671323 Primary SFR 360 359 58.39 5.75 2/1/2006 2/1/2006 1/1/2036 2,538.55 2/1/2006
6194276876 Primary SFR 360 360 80 5.375 3/1/2006 3/1/2006 2/1/2036 1,948.58 3/1/2006
6195681868 Primary Condo 360 359 66.56 5.875 2/1/2006 2/1/2006 1/1/2036 2,117.83 2/1/2006
6199224376 Primary SFR 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 5,265.56 2/1/2006
6199765824 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 2,383.33 2/1/2006
0000000000 Primary SFR 360 360 80 5.25 3/1/2006 3/1/2006 2/1/2036 4,086.31 3/1/2006
6225732350 Primary SFR 360 359 34.63 6.125 2/1/2006 2/1/2006 1/1/2036 2,960.42 2/1/2006
6226765961 Primary PUD 360 359 77.26 5.25 2/1/2006 2/1/2006 1/1/2036 2,843.75 2/1/2006
6231441491 Secondary PUD 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 2,154.17 2/1/2006
6231917839 Primary SFR 360 359 79.69 5.75 2/1/2006 3/1/2006 1/1/2036 3,684.79 2/1/2006
6234150867 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,310.83 2/1/2006
6237625790 Primary PUD 360 360 73.82 5.875 3/1/2006 3/1/2006 2/1/2036 3,182.29 3/1/2006
6240576386 Primary 3-Family 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 3,694.31 3/1/2006
6251476070 Secondary PUD 360 359 32.26 6.25 2/1/2006 2/1/2006 1/1/2036 2,604.17 2/1/2006
6251890353 Primary PUD 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,834.58 3/1/2006
6258497038 Primary SFR 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 2,399.94 3/1/2006
6261734088 Investor SFR 360 360 80 6.75 3/1/2006 3/1/2006 2/1/2036 2,931.67 3/1/2006
6262762377 Primary PUD 360 359 29.27 5.5 2/1/2006 2/1/2006 1/1/2036 2,750.00 2/1/2006
6265972247 Secondary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 2,679.61 2/1/2006
6267342233 Primary SFR 360 360 62.58 5.875 3/1/2006 3/1/2006 2/1/2036 2,374.48 3/1/2006
6269401359 Primary Condo 360 355 68.06 5.125 10/1/2005 2/1/2006 9/1/2035 973.75 1/1/2006
6271976752 Primary Condo 360 359 80 5.375 2/1/2006 3/1/2006 1/1/2036 3,238.38 2/1/2006
6272522464 Primary SFR 360 360 69.14 6.375 3/1/2006 3/1/2006 2/1/2036 2,868.75 3/1/2006
6273407830 Primary SFR 360 360 55 6 3/1/2006 3/1/2006 2/1/2036 3,575.00 3/1/2006
6274159646 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,330.42 3/1/2006
6275513023 Primary SFR 360 359 80 5.625 2/1/2006 3/1/2006 1/1/2036 2,486.61 2/1/2006
6281535432 Primary SFR 360 360 69.28 5.875 3/1/2006 3/1/2006 2/1/2036 2,340.21 3/1/2006
6281602588 Primary Condo 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 2,319.17 2/1/2006
0000000000 Primary SFR 360 360 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,979.05 3/1/2006
6284652812 Primary SFR 360 358 77.24 6 1/1/2006 2/1/2006 12/1/2035 1,509.00 1/1/2006
6286862229 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,635.92 3/1/2006
6289529163 Investor SFR 360 360 67.16 6.625 3/1/2006 3/1/2006 2/1/2036 2,484.37 3/1/2006
6300050819 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 2,938.04 2/1/2006
6301429343 Primary SFR 360 360 43.18 5.75 3/1/2006 3/1/2006 2/1/2036 2,276.04 3/1/2006
6303119223 Primary SFR 360 360 80 5.125 3/1/2006 3/1/2006 2/1/2036 1,998.75 3/1/2006
6306292100 Primary PUD 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 2,877.85 3/1/2006
6308660445 Secondary Condo 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 3,194.22 2/1/2006
6313052646 Primary PUD 360 359 76.64 5.5 2/1/2006 2/1/2006 1/1/2036 2,406.25 2/1/2006
6318783435 Primary Condo 360 359 80 5.25 2/1/2006 3/1/2006 1/1/2036 1,935.50 2/1/2006
6323879251 Primary SFR 360 360 74.22 6.125 3/1/2006 3/1/2006 2/1/2036 2,424.48 3/1/2006
0000000000 Primary SFR 360 359 79.43 5.875 2/1/2006 2/1/2006 1/1/2036 3,312.62 2/1/2006
6332793972 Primary PUD 360 359 80 5.125 2/1/2006 2/1/2006 1/1/2036 2,461.18 2/1/2006
6335717523 Primary Condo 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 2,970.00 2/1/2006
6336764706 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,472.50 2/1/2006
6340111449 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 2,220.00 2/1/2006
6340529442 Primary SFR 360 360 73.53 5 3/1/2006 3/1/2006 2/1/2036 2,604.17 3/1/2006
6341576988 Primary PUD 360 360 75 6.125 3/1/2006 3/1/2006 2/1/2036 4,796.64 3/1/2006
6345961681 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 3,356.00 2/1/2006
6347674282 Investor 2-Family 360 360 76.92 6.375 3/1/2006 3/1/2006 2/1/2036 6,238.70 3/1/2006
6348813962 Secondary Condo 360 359 79.84 6.375 2/1/2006 2/1/2006 1/1/2036 3,134.38 2/1/2006
6354065291 Primary SFR 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 2,600.00 2/1/2006
6360737420 Primary PUD 360 360 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,679.74 3/1/2006
6362520931 Primary SFR 360 359 80 5.625 2/1/2006 3/1/2006 1/1/2036 2,589.75 2/1/2006
6364529575 Primary SFR 360 360 55.29 5.375 3/1/2006 3/1/2006 2/1/2036 2,105.21 3/1/2006
0000000000 Primary PUD 360 359 80 5 2/1/2006 3/1/2006 1/1/2036 3,012.65 2/1/2006
6372713468 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 2,500.00 2/1/2006
6374151253 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 3,108.85 2/1/2006
6374437074 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 2,232.00 2/1/2006
6383858575 Primary 2-Family 360 360 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,657.26 3/1/2006
6386347907 Primary PUD 360 358 48.75 5.25 1/1/2006 2/1/2006 12/1/2035 3,230.40 1/1/2006
6397600898 Primary SFR 360 360 79.74 5.75 3/1/2006 3/1/2006 2/1/2036 3,629.83 3/1/2006
6399935367 Primary Condo 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,635.42 2/1/2006
6402792557 Primary SFR 360 359 69.62 6.25 2/1/2006 2/1/2006 1/1/2036 2,356.77 2/1/2006
6406900792 Primary SFR 360 359 75 6.5 2/1/2006 2/1/2006 1/1/2036 3,656.25 2/1/2006
0000000000 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 4,022.46 3/1/2006
6416870753 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 3,866.41 2/1/2006
6417090211 Primary SFR 360 360 64.52 5.875 3/1/2006 3/1/2006 2/1/2036 2,447.92 3/1/2006
6417461859 Primary Condo 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,570.83 3/1/2006
6421811404 Primary SFR 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 2,680.59 2/1/2006
6424506415 Primary 2-Family 360 360 80 5.625 3/1/2006 3/1/2006 2/1/2036 3,546.05 3/1/2006
6424976766 Primary PUD 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 3,683.62 3/1/2006
6431421491 Primary SFR 360 360 76.07 6.75 3/1/2006 3/1/2006 2/1/2036 3,487.50 3/1/2006
6441071385 Primary SFR 360 359 65.2 6.5 2/1/2006 3/1/2006 1/1/2036 5,403.13 2/1/2006
6448922739 Primary SFR 360 359 73.73 5.75 2/1/2006 2/1/2006 1/1/2036 4,668.59 2/1/2006
6455632577 Primary SFR 360 360 69.56 5.875 3/1/2006 3/1/2006 2/1/2036 2,315.73 3/1/2006
6458374524 Primary SFR 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 2,770.00 3/1/2006
6458868095 Primary PUD 360 359 42.86 6.5 2/1/2006 2/1/2006 1/1/2036 2,437.50 2/1/2006
6462527604 Primary Condo 360 360 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,681.42 3/1/2006
6475673247 Secondary SFR 360 360 47.5 6 3/1/2006 3/1/2006 2/1/2036 3,325.00 3/1/2006
6477983677 Primary PUD 360 360 40.75 5.875 3/1/2006 3/1/2006 2/1/2036 3,990.10 3/1/2006
0000000000 Secondary PUD 360 359 67.38 5.875 2/1/2006 2/1/2006 1/1/2036 2,809.81 2/1/2006
6485652298 Primary SFR 360 360 69.44 5.75 3/1/2006 3/1/2006 2/1/2036 2,994.79 3/1/2006
0000000000 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,801.53 3/1/2006
6494016881 Primary PUD 360 359 52.63 5.625 2/1/2006 3/1/2006 1/1/2036 2,341.25 2/1/2006
6495786821 Primary PUD 360 359 79.16 5.875 2/1/2006 2/1/2006 1/1/2036 2,178.16 2/1/2006
6497849007 Primary SFR 360 360 72.67 4.875 3/1/2006 3/1/2006 2/1/2036 2,214.06 3/1/2006
6508509285 Primary SFR 360 359 80 5.625 2/1/2006 3/1/2006 1/1/2036 2,993.42 2/1/2006
6515896543 Primary SFR 360 360 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,721.47 3/1/2006
6516205421 Primary SFR 360 359 79.68 5.75 2/1/2006 2/1/2006 1/1/2036 2,386.25 2/1/2006
6516985246 Secondary Condo 360 360 80 6.375 3/1/2006 3/1/2006 2/1/2036 2,550.00 3/1/2006
6517840838 Primary SFR 360 360 80 7.25 3/1/2006 3/1/2006 2/1/2036 2,851.67 3/1/2006
6531637400 Primary PUD 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 3,576.50 2/1/2006
6535384868 Primary PUD 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,155.84 2/1/2006
0000000000 Primary Condo 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 2,489.23 2/1/2006
6542391021 Primary SFR 360 360 56.52 6 3/1/2006 3/1/2006 2/1/2036 3,897.08 3/1/2006
6543719139 Primary SFR 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 3,267.33 2/1/2006
6544538447 Primary PUD 360 359 79.99 5 2/1/2006 2/1/2006 1/1/2036 2,547.92 2/1/2006
6548546800 Primary PUD 360 359 78.02 6 2/1/2006 3/1/2006 1/1/2036 2,262.50 2/1/2006
6549768981 Primary SFR 360 360 62.58 5.875 3/1/2006 3/1/2006 2/1/2036 4,748.96 3/1/2006
6553312973 Primary SFR 360 359 59.8 5.75 2/1/2006 2/1/2006 1/1/2036 2,922.92 2/1/2006
6557050165 Primary SFR 360 360 70 6.375 3/1/2006 3/1/2006 2/1/2036 2,558.50 3/1/2006
6559692543 Primary SFR 360 360 79.37 5.625 3/1/2006 3/1/2006 2/1/2036 2,343.75 3/1/2006
6561676294 Primary Condo 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,735.21 3/1/2006
6562789476 Primary PUD 360 360 72.96 6.375 3/1/2006 3/1/2006 2/1/2036 2,422.50 3/1/2006
6564688551 Primary SFR 360 360 68.94 5.75 3/1/2006 3/1/2006 2/1/2036 2,127.50 3/1/2006
6568900937 Primary Condo 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 2,085.71 2/1/2006
6570765963 Primary PUD 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 2,104.35 2/1/2006
0000000000 Primary PUD 360 360 75 5.75 3/1/2006 3/1/2006 2/1/2036 3,117.58 3/1/2006
0000000000 Primary SFR 360 359 80 5.375 2/1/2006 2/1/2006 1/1/2036 2,598.27 2/1/2006
0000000000 Primary SFR 360 360 80 6.5 3/1/2006 3/1/2006 2/1/2036 2,513.33 3/1/2006
6573906416 Secondary SFR 360 360 50 5.625 3/1/2006 3/1/2006 2/1/2036 5,180.91 3/1/2006
6576891607 Primary SFR 360 356 80 5.625 11/1/2005 3/1/2006 10/1/2035 881.25 2/1/2006
6577588673 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,623.73 2/1/2006
6587438901 Primary SFR 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 3,882.23 2/1/2006
6604400124 Primary PUD 360 359 61.46 4.875 2/1/2006 2/1/2006 1/1/2036 2,843.75 2/1/2006
6606000344 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,643.75 3/1/2006
6611906980 Primary PUD 360 360 62.95 6 3/1/2006 3/1/2006 2/1/2036 3,525.00 3/1/2006
6628193291 Primary Condo 360 360 70 5.75 3/1/2006 3/1/2006 2/1/2036 2,134.21 3/1/2006
6633848434 Primary SFR 360 360 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,794.50 3/1/2006
6634785304 Primary SFR 360 359 79.96 5.75 2/1/2006 2/1/2006 1/1/2036 2,093.00 2/1/2006
6640131220 Secondary SFR 360 359 78.95 5.875 2/1/2006 2/1/2006 1/1/2036 3,671.87 2/1/2006
6644580885 Primary SFR 360 359 62.96 5 2/1/2006 3/1/2006 1/1/2036 2,833.33 2/1/2006
6646063740 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 3,593.33 2/1/2006
6653847050 Primary PUD 360 359 80 5 2/1/2006 2/1/2006 1/1/2036 2,488.92 2/1/2006
6667434879 Primary SFR 360 359 79.49 6 2/1/2006 2/1/2006 1/1/2036 2,500.00 2/1/2006
0000000000 Primary SFR 360 359 73.85 6.625 2/1/2006 3/1/2006 1/1/2036 3,073.50 2/1/2006
6669388537 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,032.76 1/1/2006
6670926879 Primary SFR 360 360 60.56 6.125 3/1/2006 3/1/2006 2/1/2036 2,781.77 3/1/2006
6674991036 Primary PUD 360 360 78.43 5.875 3/1/2006 3/1/2006 2/1/2036 4,895.83 3/1/2006
6680254908 Primary PUD 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,252.08 3/1/2006
6685549435 Primary PUD 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,805.36 2/1/2006
6691669409 Primary PUD 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 2,915.00 2/1/2006
6703771763 Primary SFR 360 359 80 4.875 2/1/2006 2/1/2006 1/1/2036 3,046.88 2/1/2006
0000000000 Primary Condo 360 360 75 6.375 3/1/2006 3/1/2006 2/1/2036 4,382.81 3/1/2006
6713105721 Secondary SFR 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 2,700.00 3/1/2006
6715327836 Primary Condo 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,225.42 2/1/2006
6719744440 Primary PUD 360 359 69.43 6.375 2/1/2006 2/1/2006 1/1/2036 2,443.75 2/1/2006
6722522163 Primary SFR 360 359 60.18 6.25 2/1/2006 2/1/2006 1/1/2036 2,570.31 2/1/2006
6724304438 Primary PUD 360 360 80 5.75 3/1/2006 3/1/2006 2/1/2036 2,554.07 3/1/2006
6732526584 Primary SFR 360 360 90 6.375 3/1/2006 3/1/2006 2/1/2036 2,610.90 3/1/2006
6734014654 Primary SFR 360 359 72.33 6.125 2/1/2006 2/1/2006 1/1/2036 2,215.21 2/1/2006
6735716356 Primary SFR 360 360 69.93 5.75 3/1/2006 3/1/2006 2/1/2036 2,395.83 3/1/2006
6743889955 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 4,354.62 2/1/2006
0000000000 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,780.83 2/1/2006
6746120051 Primary SFR 360 360 80 6.5 3/1/2006 3/1/2006 2/1/2036 2,448.33 3/1/2006
6748908578 Primary PUD 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 2,790.15 2/1/2006
0000000000 Primary SFR 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 2,379.38 2/1/2006
0000000000 Primary Condo 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 2,475.00 2/1/2006
6757871444 Primary SFR 360 360 80 5.75 3/1/2006 3/1/2006 2/1/2036 3,501.44 3/1/2006
0000000000 Primary SFR 360 360 69.19 5.875 3/1/2006 3/1/2006 2/1/2036 2,638.85 3/1/2006
6771094601 Primary PUD 360 359 70.34 5.25 2/1/2006 2/1/2006 1/1/2036 3,589.33 2/1/2006
6774052341 Primary Condo 360 359 79.27 5.375 2/1/2006 2/1/2006 1/1/2036 1,935.00 2/1/2006
6785409555 Primary PUD 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,272.25 2/1/2006
6792599885 Primary Condo 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,825.35 3/1/2006
0000000000 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 4,600.00 2/1/2006
6802536638 Primary Condo 360 360 80 5.375 3/1/2006 3/1/2006 2/1/2036 2,553.47 3/1/2006
0000000000 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,189.42 2/1/2006
6809149815 Primary SFR 360 360 73.08 5.75 3/1/2006 3/1/2006 2/1/2036 3,414.06 3/1/2006
6810741196 Primary SFR 360 360 58.33 5.875 3/1/2006 3/1/2006 2/1/2036 2,056.25 3/1/2006
0000000000 Primary PUD 360 359 57.88 4.875 2/1/2006 2/1/2006 1/1/2036 3,291.84 2/1/2006
6824763236 Primary SFR 360 360 80 5.625 3/1/2006 3/1/2006 2/1/2036 3,085.52 3/1/2006
6832789553 Primary SFR 360 360 44.86 5.875 3/1/2006 3/1/2006 2/1/2036 3,843.23 3/1/2006
6835658995 Primary Condo 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 2,296.00 3/1/2006
6836148699 Primary PUD 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 2,843.62 2/1/2006
6837351482 Secondary Condo 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 3,875.05 2/1/2006
6843155539 Primary SFR 360 360 80 6.375 3/1/2006 3/1/2006 2/1/2036 2,994.58 3/1/2006
6845949202 Primary PUD 360 359 75 5.25 2/1/2006 3/1/2006 1/1/2036 3,175.66 2/1/2006
6859580943 Primary PUD 360 360 80 6.125 3/1/2006 3/1/2006 2/1/2036 2,698.16 3/1/2006
6861502695 Primary PUD 360 360 80 5.5 3/1/2006 3/1/2006 2/1/2036 2,255.00 3/1/2006
6863546013 Primary SFR 360 359 59.85 5.875 2/1/2006 2/1/2006 1/1/2036 2,680.96 2/1/2006
6867362649 Secondary Condo 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,526.25 2/1/2006
6867857168 Primary PUD 360 360 80 6 3/1/2006 3/1/2006 2/1/2036 4,800.00 3/1/2006
6878266185 Primary PUD 360 359 74.76 4.875 2/1/2006 3/1/2006 1/1/2036 3,453.13 2/1/2006
6892978229 Primary SFR 360 359 66.44 5.875 2/1/2006 2/1/2006 1/1/2036 3,419.09 2/1/2006
6893852753 Primary Condo 360 360 80 5 3/1/2006 3/1/2006 2/1/2036 2,962.83 3/1/2006
6894544870 Primary SFR 360 360 78.95 5.875 3/1/2006 3/1/2006 2/1/2036 2,661.93 3/1/2006
6905416027 Primary PUD 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 1,821.25 3/1/2006
6907144254 Primary Condo 360 360 90 5.625 3/1/2006 3/1/2006 2/1/2036 2,109.38 3/1/2006
6914858045 Primary Townhouse 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,111.08 3/1/2006
6918430247 Primary Condo 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 2,484.46 3/1/2006
6918562205 Primary PUD 360 359 79.99 6.75 2/1/2006 2/1/2006 1/1/2036 3,362.06 2/1/2006
6922433849 Primary Condo 360 357 52.94 5.75 12/1/2005 3/1/2006 11/1/2035 2,156.24 2/1/2006
6923876533 Primary Condo 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 2,137.60 2/1/2006
0000000000 Primary PUD 360 360 80 5 3/1/2006 3/1/2006 2/1/2036 2,984.73 3/1/2006
6939390131 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 3,782.50 2/1/2006
6939465735 Primary SFR 360 359 35.44 6.125 2/1/2006 2/1/2006 1/1/2036 2,261.15 2/1/2006
6940567735 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 3,294.49 2/1/2006
6945303979 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,266.03 2/1/2006
6948353005 Primary PUD 360 359 64.2 6.375 2/1/2006 2/1/2006 1/1/2036 2,857.59 2/1/2006
6954826969 Primary PUD 360 360 71.42 5.375 3/1/2006 3/1/2006 2/1/2036 2,367.24 3/1/2006
6961574107 Primary PUD 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 2,741.67 2/1/2006
0000000000 Primary SFR 360 359 78.99 6 2/1/2006 2/1/2006 1/1/2036 3,120.00 2/1/2006
6976529542 Primary PUD 360 360 78.53 5.875 3/1/2006 3/1/2006 2/1/2036 4,436.54 3/1/2006
6978924683 Primary PUD 360 359 67.35 5.75 2/1/2006 3/1/2006 1/1/2036 2,888.69 2/1/2006
6985676904 Primary SFR 360 360 80 5 3/1/2006 3/1/2006 2/1/2036 2,898.84 3/1/2006
LOANID XXXX COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
6027238960 750,000.00 750,000.00 R/T Refi Rapid 1,150,000.00 6/1/2007 11.375 2.25 2 2.25
6124090330 382,400.00 381,374.12 Purchase Standard 478,000.00 7/1/2007 10.875 2.25 2 2.25
0000000000 750,000.00 598,562.86 Purchase Rapid 1,300,000.00 6/1/2007 11 2.25 2 2.25
6183512067 350,000.00 333,625.20 C/O Refi Rapid 470,000.00 6/1/2007 11.25 2.25 2 2.25
6241550455 337,000.00 337,000.00 Purchase Rapid 425,000.00 7/1/2007 10.875 2.25 2 2.25
6251387020 432,000.00 431,981.99 Purchase Rapid 540,000.00 5/1/2007 11.25 2.25 2 2.25
6262439208 896,000.00 848,504.70 R/T Refi Rapid 1,300,000.00 7/1/2007 11.5 2.25 2 2.25
6269136732 350,000.00 333,689.10 R/T Refi Standard 700,000.00 7/1/2007 11.125 2.25 2 2.25
6291456439 349,200.00 333,439.59 R/T Refi Standard 710,200.00 6/1/2007 11.5 2.25 2 2.25
6295342940 380,000.00 361,029.15 Purchase Reduced 487,000.00 6/1/2007 10.875 2.25 2 2.25
6354788538 369,500.00 352,589.39 R/T Refi Rapid 600,000.00 7/1/2007 11.25 2.25 2 2.25
0000000000 500,000.00 500,000.00 Purchase Standard 650,000.00 6/1/2007 11.5 2.25 2 2.25
6470864080 455,000.00 434,596.23 R/T Refi Standard 575,000.00 6/1/2007 11.5 2.25 2 2.25
6475831068 560,000.00 520,705.32 R/T Refi Reduced 885,000.00 7/1/2007 11 2.25 2 2.25
6488739738 800,000.00 751,938.90 Purchase Rapid 2,200,000.00 7/1/2007 9.625 2.25 2 2.25
6543642828 391,200.00 373,361.85 Purchase Rapid 489,000.00 7/1/2007 11.25 2.25 2 2.25
6587695807 465,000.00 465,000.00 R/T Refi Rapid 750,000.00 6/1/2007 10.875 2.25 2 2.25
6639380176 546,000.00 519,996.80 C/O Refi Standard 955,000.00 7/1/2007 11 2.25 2 2.25
6653141850 400,000.00 376,459.80 Purchase Reduced 514,000.00 7/1/2007 9.75 2.25 2 2.25
6684206748 395,000.00 365,775.95 C/O Refi Reduced 530,000.00 7/1/2007 11 2.25 2 2.25
6707024979 379,920.00 379,920.00 Purchase Reduced 475,000.00 7/1/2007 10.75 2.25 2 2.25
6709023284 560,000.00 559,439.82 Purchase Rapid 700,000.00 6/1/2007 11 2.25 2 2.25
6737948528 496,000.00 494,917.51 Purchase Rapid 622,500.00 7/1/2007 11 2.25 2 2.25
6777530012 319,200.00 303,318.59 Purchase Standard 400,000.00 6/1/2007 11.25 2.25 2 2.25
6780398811 900,000.00 850,241.13 Purchase Rapid 1,251,000.00 7/1/2007 10.125 2.25 2 2.25
6817358242 371,600.00 348,710.92 Purchase Rapid 468,000.00 6/1/2007 9.625 2.25 2 2.25
6845281085 352,000.00 334,869.69 Purchase Reduced 657,000.00 7/1/2007 10.875 2.25 2 2.25
6850667673 700,000.00 688,150.50 Purchase Standard 875,000.00 4/1/2007 11.625 2.25 2 2.25
6887552724 569,000.00 542,483.08 Purchase Standard 805,000.00 7/1/2007 11.125 2.25 2 2.25
6920235626 485,000.00 485,000.00 R/T Refi Rapid 1,300,000.00 7/1/2007 11.25 2.25 2 2.25
6936890851 355,000.00 355,000.00 Purchase Rapid 447,000.00 6/1/2007 11 2.25 2 2.25
6959100071 397,100.00 303,005.58 Purchase Rapid 418,000.00 7/1/2007 11.375 2.25 2 2.25
6983477503 305,000.00 290,786.01 R/T Refi Standard 425,000.00 7/1/2007 11.125 2.25 2 2.25
6999108217 639,200.00 639,200.00 Purchase Rapid 799,000.00 6/1/2007 10.875 2.25 2 2.25
6016053081 496,000.00 495,511.67 R/T Refi Standard 620,000.00 1/1/2011 11.125 2.25 2 2.25
6084189023 400,000.00 400,000.00 C/O Refi Standard 590,000.00 1/1/2011 11.5 2.25 2 2.25
6124640001 468,000.00 468,000.00 Purchase Standard 520,000.00 12/1/2010 10.75 2.25 2 2.25
6334014336 405,000.00 405,000.00 R/T Refi Standard 580,000.00 12/1/2010 11.375 2.25 2 2.25
6392964265 588,000.00 588,000.00 Purchase Rapid 735,000.00 12/1/2010 10.375 2.25 2 2.25
6429439943 476,000.00 476,000.00 R/T Refi Standard 595,000.00 1/1/2011 11 2.25 2 2.25
0000000000 436,000.00 436,000.00 Purchase Standard 545,000.00 1/1/2011 10.75 2.25 2 2.25
3303314508 641,270.00 641,270.00 R/T Refi Standard 3,000,000.00 2/1/2011 10.625 2.25 2 2.25
3303434744 470,547.00 470,547.00 Purchase Standard 775,000.00 2/1/2011 10.875 2.25 2 2.25
3303455905 574,800.00 574,800.00 Purchase Reduced 720,000.00 2/1/2011 11.125 2.25 2 2.25
3303465714 477,000.00 476,477.89 Purchase Reduced 685,000.00 1/1/2011 10.5 2.25 2 2.25
3303485480 429,900.00 429,900.00 Purchase Standard 485,000.00 2/1/2011 11.125 2.25 2 2.25
3303533131 500,000.00 499,490.23 C/O Refi Standard 1,676,300.00 1/1/2011 10.875 2.25 2 2.25
3303583573 613,996.00 613,996.00 C/O Refi Standard 940,000.00 2/1/2011 11.625 2.25 2 2.25
3303623197 444,400.00 444,400.00 Purchase Reduced 570,000.00 2/1/2011 11.25 2.25 2 2.25
3303626356 626,400.00 626,400.00 Purchase Reduced 800,000.00 2/1/2011 10.5 2.25 2 2.25
3303664654 470,400.00 470,400.00 Purchase Standard 595,000.00 2/1/2011 10 2.25 2 2.25
3303665875 471,920.00 471,920.00 Purchase Reduced 589,900.00 2/1/2011 11.125 2.25 2 2.25
3303690022 615,000.00 613,629.06 Purchase Rapid 815,000.00 1/1/2011 10.75 2.25 2 2.25
3303694719 609,100.00 609,100.00 R/T Refi Standard 845,000.00 2/1/2011 10.75 2.25 2 2.25
3303723047 440,000.00 440,000.00 Purchase Reduced 550,000.00 2/1/2011 11.125 2.25 2 2.25
6001308110 210,200.00 210,200.00 C/O Refi Standard 305,000.00 9/1/2010 10.5 2.25 2 2.25
6005610560 486,300.00 486,300.00 Purchase Rapid 608,000.00 1/1/2011 10.75 2.25 2 2.25
6009445336 601,000.00 601,000.00 R/T Refi Rapid 760,000.00 2/1/2011 11.375 2.25 2 2.25
6011339436 435,000.00 435,000.00 C/O Refi Standard 550,000.00 2/1/2011 11 2.25 2 2.25
6013700213 537,600.00 537,025.27 Purchase Reduced 672,000.00 1/1/2011 10.625 2.25 2 2.25
6025761104 620,000.00 619,352.67 Purchase Reduced 1,170,000.00 1/1/2011 10.75 2.25 2 2.25
0000000000 516,152.00 516,152.00 Purchase Reduced 645,500.00 2/1/2011 10 2.25 2 2.25
6034047263 445,000.00 445,000.00 C/O Refi Reduced 685,000.00 2/1/2011 11.125 2.25 2 2.25
6040944768 528,000.00 528,000.00 Purchase Reduced 680,000.00 1/1/2011 10.75 2.25 2 2.25
6042056801 493,211.00 492,683.72 C/O Refi Reduced 865,000.00 1/1/2011 10.625 2.25 2 2.25
6042198900 559,900.00 559,757.64 Purchase Reduced 735,000.00 1/1/2011 9.875 2.25 2 2.25
6045028617 480,000.00 480,000.00 R/T Refi Standard 665,000.00 2/1/2011 11.375 2.25 2 2.25
0000000000 680,000.00 680,000.00 Purchase Reduced 850,000.00 2/1/2011 10.5 2.25 2 2.25
6050714432 900,000.00 900,000.00 Purchase Reduced 3,250,000.00 2/1/2011 10.5 2.25 2 2.25
6053852072 528,000.00 528,000.00 Purchase Reduced 660,000.00 2/1/2011 10.75 2.25 2 2.25
6062831315 626,500.00 625,960.59 Purchase Standard 895,500.00 1/1/2011 11.75 2.25 2 2.25
6069026067 445,000.00 444,911.00 Purchase Standard 500,000.00 1/1/2011 10.125 2.25 2 2.25
6085984182 500,000.00 500,000.00 Purchase Reduced 798,000.00 2/1/2011 10.75 2.25 2 2.25
6087745466 484,000.00 484,000.00 Purchase Standard 605,000.00 1/1/2011 10.25 2.25 2 2.25
6098340372 420,000.00 420,000.00 Purchase Standard 525,000.00 2/1/2011 11.25 2.25 2 2.25
0000000000 430,811.00 430,811.00 C/O Refi Standard 616,000.00 2/1/2011 11.25 2.25 2 2.25
6113707167 570,000.00 570,000.00 Purchase Reduced 720,000.00 2/1/2011 10.75 2.25 2 2.25
6116572956 699,000.00 699,000.00 C/O Refi Standard 1,450,000.00 2/1/2011 11.25 2.25 2 2.25
6132362978 956,250.00 956,250.00 Purchase Standard 1,290,000.00 1/1/2011 9.875 2.25 2 2.25
6133074572 892,500.00 892,500.00 Purchase Reduced 1,200,000.00 1/1/2011 10.625 2.25 2 2.25
6138454969 436,720.00 436,305.61 Purchase Standard 546,000.00 1/1/2011 11.25 2.25 2 2.25
6150068259 692,000.00 692,000.00 Purchase Standard 870,000.00 2/1/2011 10.875 2.25 2 2.25
0000000000 529,600.00 529,600.00 Purchase Reduced 662,000.00 2/1/2011 11 2.25 2 2.25
6158703568 520,000.00 519,563.14 Purchase Standard 650,000.00 1/1/2011 11.875 2.25 2 2.25
6159482139 489,600.00 489,600.00 R/T Refi SISA 612,000.00 1/1/2011 11.375 2.25 2 2.25
6161991143 508,000.00 508,000.00 R/T Refi Reduced 640,000.00 2/1/2011 11.875 2.25 2 2.25
6163562306 447,200.00 447,190.89 Purchase Reduced 559,000.00 1/1/2011 10.5 2.25 2 2.25
6175776795 327,454.00 327,454.00 Purchase Reduced 420,000.00 10/1/2010 10.375 2.25 2 2.25
6177420244 428,000.00 428,000.00 Purchase Standard 535,000.00 2/1/2011 10.25 2.25 2 2.25
6181501625 466,084.00 465,536.80 Purchase Standard 590,000.00 1/1/2011 10.125 2.25 2 2.25
0000000000 464,000.00 464,000.00 C/O Refi Standard 605,000.00 2/1/2011 11.75 2.25 2 2.25
6187671323 435,000.00 434,545.83 R/T Refi Reduced 745,000.00 1/1/2011 10.75 2.25 2 2.25
6194276876 435,031.00 435,031.00 Purchase Reduced 544,000.00 2/1/2011 10.375 2.25 2 2.25
6195681868 432,579.00 432,579.00 Purchase Reduced 650,000.00 1/1/2011 10.875 2.25 2 2.25
6199224376 878,251.00 877,376.70 Purchase SISA 1,100,000.00 1/1/2011 11 2.25 2 2.25
6199765824 440,000.00 440,000.00 Purchase Reduced 550,000.00 1/1/2011 11.5 2.25 2 2.25
0000000000 740,000.00 740,000.00 Purchase Reduced 1,070,077.00 2/1/2011 10.25 2.25 2 2.25
6225732350 580,000.00 580,000.00 C/O Refi Reduced 1,675,000.00 1/1/2011 11.125 2.25 2 2.25
6226765961 650,000.00 650,000.00 Purchase Rapid 860,000.00 1/1/2011 10.25 2.25 2 2.25
6231441491 470,000.00 470,000.00 Purchase Rapid 587,500.00 1/1/2011 10.5 2.25 2 2.25
6231917839 769,000.00 769,000.00 R/T Refi SISA 965,000.00 1/1/2011 10.75 2.25 2 2.25
6234150867 472,000.00 472,000.00 R/T Refi Standard 590,000.00 1/1/2011 10.875 2.25 2 2.25
6237625790 650,000.00 650,000.00 Purchase Reduced 910,000.00 2/1/2011 10.875 2.25 2 2.25
6240576386 600,000.00 600,000.00 Purchase Standard 760,000.00 2/1/2011 11.25 2.25 2 2.25
6251476070 500,000.00 500,000.00 R/T Refi Reduced 1,550,000.00 1/1/2011 11.25 2.25 2 2.25
6251890353 479,188.00 479,188.00 Purchase Standard 599,000.00 2/1/2011 10.875 2.25 2 2.25
6258497038 479,988.00 479,988.00 Purchase Reduced 605,000.00 2/1/2011 11 2.25 2 2.25
6261734088 452,000.00 452,000.00 Purchase Standard 580,000.00 2/1/2011 11.75 2.25 2 2.25
6262762377 600,000.00 600,000.00 R/T Refi Reduced 2,050,000.00 1/1/2011 10.5 2.25 2 2.25
6265972247 435,200.00 434,787.06 Purchase Reduced 555,000.00 1/1/2011 11.25 2.25 2 2.25
6267342233 485,000.00 485,000.00 C/O Refi Reduced 775,000.00 2/1/2011 10.875 2.25 2 2.25
6269401359 228,000.00 228,000.00 C/O Refi Rapid 335,000.00 9/1/2010 10.125 2.25 2 2.25
6271976752 578,311.00 577,663.17 Purchase Standard 723,000.00 1/1/2011 10.375 2.25 2 2.25
6272522464 540,000.00 540,000.00 C/O Refi Rapid 781,000.00 2/1/2011 11.375 2.25 2 2.25
6273407830 715,000.00 715,000.00 C/O Refi Rapid 1,300,000.00 2/1/2011 11 2.25 2 2.25
6274159646 476,000.00 476,000.00 Purchase Reduced 595,000.00 2/1/2011 10.875 2.25 2 2.25
6275513023 431,960.00 431,498.20 Purchase Reduced 540,000.00 1/1/2011 10.625 2.25 2 2.25
6281535432 478,000.00 478,000.00 C/O Refi Standard 690,000.00 2/1/2011 10.875 2.25 2 2.25
6281602588 484,000.00 484,000.00 Purchase Reduced 605,000.00 1/1/2011 10.75 2.25 2 2.25
0000000000 532,000.00 532,000.00 Purchase Reduced 665,000.00 2/1/2011 10.375 2.25 2 2.25
6284652812 302,000.00 301,800.00 R/T Refi Reduced 391,000.00 12/1/2010 11 2.25 2 2.25
6286862229 538,400.00 538,400.00 Purchase Reduced 673,000.00 2/1/2011 10.875 2.25 2 2.25
6289529163 450,000.00 450,000.00 C/O Refi Standard 670,000.00 2/1/2011 11.625 2.25 2 2.25
6300050819 575,616.00 575,616.00 Purchase Reduced 730,000.00 1/1/2011 11.125 2.25 2 2.25
6301429343 475,000.00 475,000.00 R/T Refi Reduced 1,100,000.00 2/1/2011 10.75 2.25 2 2.25
6303119223 468,000.00 468,000.00 Purchase Rapid 585,000.00 2/1/2011 10.125 2.25 2 2.25
6306292100 480,000.00 480,000.00 Purchase SISA 613,000.00 2/1/2011 11 2.25 2 2.25
6308660445 512,000.00 511,525.78 Purchase Reduced 645,000.00 1/1/2011 11.375 2.25 2 2.25
6313052646 525,000.00 525,000.00 C/O Refi Rapid 685,000.00 1/1/2011 10.5 2.25 2 2.25
6318783435 442,400.00 442,400.00 R/T Refi Standard 553,000.00 1/1/2011 10.25 2.25 2 2.25
6323879251 475,000.00 475,000.00 R/T Refi Reduced 640,000.00 2/1/2011 11.125 2.25 2 2.25
0000000000 560,000.00 559,429.05 C/O Refi Standard 705,000.00 1/1/2011 10.875 2.25 2 2.25
6332793972 452,017.00 451,486.31 Purchase Reduced 566,000.00 1/1/2011 10.125 2.25 2 2.25
6335717523 648,000.00 648,000.00 Purchase Reduced 811,000.00 1/1/2011 10.5 2.25 2 2.25
6336764706 516,000.00 516,000.00 Purchase SISA 646,000.00 1/1/2011 10.75 2.25 2 2.25
6340111449 444,000.00 444,000.00 R/T Refi Reduced 555,000.00 1/1/2011 11 2.25 2 2.25
6340529442 625,000.00 625,000.00 Purchase Reduced 850,000.00 2/1/2011 10 2.25 2 2.25
6341576988 939,750.00 939,750.00 R/T Refi Reduced 1,253,000.00 2/1/2011 11.125 2.25 2 2.25
6345961681 671,200.00 671,200.00 Purchase SISA 840,000.00 1/1/2011 11 2.25 2 2.25
6347674282 000,000.00 000,000.00 Purchase Standard 1,300,000.00 2/1/2011 11.375 2.25 2 2.25
6348813962 590,000.00 590,000.00 Purchase Reduced 739,000.00 1/1/2011 11.375 2.25 2 2.25
6354065291 520,000.00 520,000.00 C/O Refi Rapid 650,000.00 1/1/2011 11 2.25 2 2.25
6360737420 471,960.00 471,960.00 Purchase Standard 590,000.00 2/1/2011 10.5 2.25 2 2.25
6362520931 552,480.00 552,480.00 C/O Refi Standard 690,600.00 1/1/2011 10.625 2.25 2 2.25
6364529575 470,000.00 470,000.00 C/O Refi Reduced 850,000.00 2/1/2011 10.375 2.25 2 2.25
0000000000 561,200.00 560,525.68 Purchase Rapid 715,000.00 1/1/2011 10 2.25 2 2.25
6372713468 480,000.00 480,000.00 Purchase SISA 600,000.00 1/1/2011 11.25 2.25 2 2.25
6374151253 635,000.00 635,000.00 Purchase Standard 796,000.00 1/1/2011 10.875 2.25 2 2.25
6374437074 446,400.00 446,400.00 Purchase SISA 560,000.00 1/1/2011 11 2.25 2 2.25
6383858575 468,000.00 468,000.00 Purchase SISA 585,000.00 2/1/2011 10.5 2.25 2 2.25
6386347907 585,000.00 583,655.02 R/T Refi Reduced 1,200,000.00 12/1/2010 10.25 2.25 2 2.25
6397600898 622,000.00 622,000.00 R/T Refi Reduced 780,000.00 2/1/2011 10.75 2.25 2 2.25
6399935367 600,000.00 550,000.00 Purchase Reduced 750,000.00 1/1/2011 10.75 2.25 2 2.25
6402792557 452,500.00 452,500.00 R/T Refi SISA 650,000.00 1/1/2011 11.25 2.25 2 2.25
6406900792 675,000.00 675,000.00 R/T Refi Standard 900,000.00 1/1/2011 11.5 2.25 2 2.25
0000000000 680,000.00 680,000.00 C/O Refi Rapid 850,000.00 2/1/2011 10.875 2.25 2 2.25
6416870753 619,745.00 619,170.99 Purchase Standard 780,000.00 1/1/2011 11.375 2.25 2 2.25
6417090211 500,000.00 500,000.00 Purchase Reduced 775,000.00 2/1/2011 10.875 2.25 2 2.25
6417461859 493,600.00 493,600.00 Purchase Standard 620,000.00 2/1/2011 11.25 2.25 2 2.25
6421811404 547,524.00 547,524.00 Purchase SISA 684,405.00 1/1/2011 10.875 2.25 2 2.25
6424506415 616,000.00 616,000.00 Purchase Standard 770,000.00 2/1/2011 10.625 2.25 2 2.25
6424976766 752,400.00 752,400.00 Purchase Standard 950,000.00 2/1/2011 10.875 2.25 2 2.25
6431421491 620,000.00 620,000.00 C/O Refi Rapid 815,000.00 2/1/2011 11.75 2.25 2 2.25
6441071385 997,500.00 997,500.00 C/O Refi Standard 1,530,000.00 1/1/2011 11.5 2.25 2 2.25
6448922739 800,000.00 799,164.74 Purchase Reduced 1,085,000.00 1/1/2011 10.75 2.25 2 2.25
6455632577 473,000.00 473,000.00 C/O Refi Standard 680,000.00 2/1/2011 10.875 2.25 2 2.25
6458374524 554,000.00 554,000.00 Purchase Standard 710,000.00 2/1/2011 11 2.25 2 2.25
6458868095 450,000.00 450,000.00 C/O Refi Reduced 1,050,000.00 1/1/2011 11.5 2.25 2 2.25
6462527604 559,600.00 559,600.00 Purchase Reduced 699,500.00 2/1/2011 10.75 2.25 2 2.25
6475673247 665,000.00 665,000.00 R/T Refi Rapid 1,400,000.00 2/1/2011 11 2.25 2 2.25
6477983677 815,000.00 815,000.00 R/T Refi Reduced 2,000,000.00 2/1/2011 10.875 2.25 2 2.25
0000000000 475,000.00 474,515.71 Purchase Reduced 840,000.00 1/1/2011 10.875 2.25 2 2.25
6485652298 625,000.00 625,000.00 Purchase Reduced 900,000.00 2/1/2011 10.75 2.25 2 2.25
0000000000 473,600.00 473,600.00 Purchase Reduced 600,000.00 2/1/2011 10.875 2.25 2 2.25
6494016881 500,000.00 499,466.39 Purchase Rapid 950,000.00 1/1/2011 10.625 2.25 2 2.25
6495786821 444,900.00 444,900.00 R/T Refi Standard 562,000.00 1/1/2011 10.875 2.25 2 2.25
6497849007 545,000.00 545,000.00 Purchase Standard 750,000.00 2/1/2011 9.875 2.25 2 2.25
6508509285 520,000.00 519,444.08 Purchase Standard 650,000.00 1/1/2011 10.625 2.25 2 2.25
6515896543 486,000.00 486,000.00 Purchase SISA 607,500.00 2/1/2011 10.375 2.25 2 2.25
6516205421 498,000.00 498,000.00 R/T Refi Standard 625,000.00 1/1/2011 10.75 2.25 2 2.25
6516985246 480,000.00 480,000.00 Purchase Standard 600,000.00 2/1/2011 11.375 2.25 2 2.25
6517840838 472,000.00 472,000.00 Purchase SISA 610,000.00 2/1/2011 12.25 2.25 2 2.25
6531637400 746,400.00 746,400.00 Purchase SISA 937,500.00 1/1/2011 10.75 2.25 2 2.25
6535384868 422,368.00 422,368.00 Purchase SISA 528,000.00 1/1/2011 11.125 2.25 2 2.25
0000000000 543,104.00 543,104.00 Purchase Reduced 679,000.00 1/1/2011 10.5 2.25 2 2.25
6542391021 650,000.00 650,000.00 C/O Refi Rapid 1,150,000.00 2/1/2011 11 2.25 2 2.25
6543719139 603,200.00 603,200.00 C/O Refi Rapid 754,000.00 1/1/2011 11.5 2.25 2 2.25
6544538447 611,500.00 611,500.00 Purchase SISA 765,000.00 1/1/2011 10 2.25 2 2.25
6548546800 452,500.00 452,500.00 R/T Refi SISA 580,000.00 1/1/2011 11 2.25 2 2.25
6549768981 970,000.00 970,000.00 C/O Refi Reduced 1,550,000.00 2/1/2011 10.875 2.25 2 2.25
6553312973 610,000.00 610,000.00 C/O Refi Reduced 1,020,000.00 1/1/2011 10.75 2.25 2 2.25
6557050165 481,600.00 481,600.00 C/O Refi SISA 688,000.00 2/1/2011 11.375 2.25 2 2.25
6559692543 500,000.00 500,000.00 Purchase Standard 630,000.00 2/1/2011 10.625 2.25 2 2.25
6561676294 525,160.00 525,160.00 Purchase SISA 660,000.00 2/1/2011 11.25 2.25 2 2.25
6562789476 456,000.00 456,000.00 C/O Refi Reduced 625,000.00 2/1/2011 11.375 2.25 2 2.25
6564688551 444,000.00 444,000.00 Purchase Reduced 645,000.00 2/1/2011 10.75 2.25 2 2.25
6568900937 435,279.00 435,279.00 Purchase Standard 565,000.00 1/1/2011 10.75 2.25 2 2.25
6570765963 448,928.00 448,928.00 Purchase Reduced 655,000.00 1/1/2011 10.625 2.25 2 2.25
0000000000 650,625.00 650,625.00 Purchase Standard 870,000.00 2/1/2011 10.75 2.25 2 2.25
0000000000 464,000.00 463,480.06 Purchase Reduced 620,000.00 1/1/2011 10.375 2.25 2 2.25
0000000000 464,000.00 464,000.00 Purchase Reduced 589,000.00 2/1/2011 11.5 2.25 2 2.25
6573906416 900,000.00 900,000.00 R/T Refi Reduced 1,800,000.00 2/1/2011 10.625 2.25 2 2.25
6576891607 648,000.00 188,000.00 Purchase Standard 810,000.00 10/1/2010 10.625 2.25 2 2.25
6577588673 535,910.00 535,910.00 Purchase Rapid 670,000.00 1/1/2011 10.875 2.25 2 2.25
6587438901 674,400.00 673,679.02 Purchase Reduced 843,000.00 1/1/2011 10.625 2.25 2 2.25
6604400124 700,000.00 700,000.00 Purchase Standard 1,140,000.00 1/1/2011 9.875 2.25 2 2.25
6606000344 540,000.00 540,000.00 Purchase SISA 683,100.00 2/1/2011 10.875 2.25 2 2.25
6611906980 705,000.00 705,000.00 Purchase Reduced 1,120,000.00 2/1/2011 11 2.25 2 2.25
6628193291 445,400.00 445,400.00 Purchase Reduced 636,297.00 2/1/2011 10.75 2.25 2 2.25
6633848434 583,200.00 583,200.00 Purchase Reduced 750,000.00 2/1/2011 10.75 2.25 2 2.25
6634785304 436,800.00 436,800.00 Purchase SISA 595,000.00 1/1/2011 10.75 2.25 2 2.25
6640131220 750,000.00 750,000.00 Purchase Rapid 988,000.00 1/1/2011 10.875 2.25 2 2.25
6644580885 680,000.00 680,000.00 Purchase Reduced 1,120,000.00 1/1/2011 10 2.25 2 2.25
6646063740 704,000.00 704,000.00 Purchase SISA 900,000.00 1/1/2011 11.125 2.25 2 2.25
6653847050 597,341.00 597,341.00 Purchase SISA 747,000.00 1/1/2011 10 2.25 2 2.25
6667434879 500,000.00 500,000.00 Purchase Standard 629,000.00 1/1/2011 11 2.25 2 2.25
0000000000 480,000.00 479,576.50 C/O Refi Standard 650,000.00 1/1/2011 11.625 2.25 2 2.25
6669388537 210,946.00 210,946.00 Purchase Reduced 270,000.00 12/1/2010 10.875 2.25 2 2.25
6670926879 545,000.00 545,000.00 C/O Refi Reduced 900,000.00 2/1/2011 11.125 2.25 2 2.25
6674991036 000,000.00 000,000.00 Purchase Rapid 1,300,000.00 2/1/2011 10.875 2.25 2 2.25
6680254908 460,000.00 460,000.00 Purchase Standard 579,000.00 2/1/2011 10.875 2.25 2 2.25
6685549435 585,466.00 585,466.00 Purchase SISA 732,000.00 1/1/2011 10.75 2.25 2 2.25
6691669409 636,000.00 636,000.00 Purchase Reduced 795,000.00 1/1/2011 10.5 2.25 2 2.25
6703771763 750,000.00 750,000.00 Purchase Reduced 955,000.00 1/1/2011 9.875 2.25 2 2.25
0000000000 825,000.00 825,000.00 Purchase Standard 1,100,000.00 2/1/2011 11.375 2.25 2 2.25
6713105721 540,000.00 540,000.00 Purchase Reduced 680,000.00 2/1/2011 11 2.25 2 2.25
6715327836 436,000.00 436,000.00 Purchase SISA 560,000.00 1/1/2011 11.125 2.25 2 2.25
6719744440 460,000.00 460,000.00 Purchase Reduced 685,000.00 1/1/2011 11.375 2.25 2 2.25
6722522163 493,500.00 493,500.00 R/T Refi Reduced 820,000.00 1/1/2011 11.25 2.25 2 2.25
6724304438 533,022.40 533,022.40 Purchase Reduced 810,000.00 2/1/2011 10.75 2.25 2 2.25
6732526584 418,500.00 418,500.00 C/O Refi Standard 465,000.00 2/1/2011 11.375 2.25 2 2.25
6734014654 434,000.00 434,000.00 R/T Refi Standard 600,000.00 1/1/2011 11.125 2.25 2 2.25
6735716356 500,000.00 500,000.00 Purchase Reduced 715,000.00 2/1/2011 10.75 2.25 2 2.25
6743889955 698,000.00 697,353.51 Purchase Rapid 885,000.00 1/1/2011 11.375 2.25 2 2.25
0000000000 568,000.00 568,000.00 Purchase Reduced 710,000.00 1/1/2011 10.875 2.25 2 2.25
6746120051 452,000.00 452,000.00 Purchase Standard 565,000.00 2/1/2011 11.5 2.25 2 2.25
6748908578 459,200.00 458,753.68 Purchase Reduced 580,000.00 1/1/2011 11.125 2.25 2 2.25
0000000000 507,600.00 507,600.00 Purchase Reduced 640,000.00 1/1/2011 10.625 2.25 2 2.25
0000000000 540,000.00 540,000.00 Purchase Standard 675,000.00 1/1/2011 10.5 2.25 2 2.25
6757871444 600,000.00 600,000.00 Purchase SISA 750,000.00 2/1/2011 10.75 2.25 2 2.25
0000000000 539,000.00 539,000.00 Purchase Reduced 780,000.00 2/1/2011 10.875 2.25 2 2.25
6771094601 650,000.00 649,254.42 Purchase Reduced 924,500.00 1/1/2011 10.25 2.25 2 2.25
6774052341 432,000.00 432,000.00 Purchase Standard 545,000.00 1/1/2011 10.375 2.25 2 2.25
6785409555 474,208.00 474,208.00 Purchase Reduced 655,000.00 1/1/2011 10.75 2.25 2 2.25
6792599885 577,092.00 577,092.00 Purchase Rapid 722,000.00 2/1/2011 10.875 2.25 2 2.25
0000000000 920,000.00 920,000.00 Purchase Rapid 1,150,000.00 1/1/2011 11 2.25 2 2.25
6802536638 456,000.00 456,000.00 Purchase Reduced 570,000.00 2/1/2011 10.375 2.25 2 2.25
0000000000 447,200.00 447,200.00 Purchase Reduced 565,000.00 1/1/2011 10.875 2.25 2 2.25
6809149815 712,500.00 712,500.00 R/T Refi Standard 975,000.00 2/1/2011 10.75 2.25 2 2.25
6810741196 420,000.00 420,000.00 R/T Refi Standard 720,000.00 2/1/2011 10.875 2.25 2 2.25
0000000000 810,300.00 810,300.00 C/O Refi Standard 1,400,000.00 1/1/2011 9.875 2.25 2 2.25
6824763236 536,000.00 536,000.00 Purchase SISA 670,000.00 2/1/2011 10.625 2.25 2 2.25
6832789553 785,000.00 785,000.00 C/O Refi Rapid 1,750,000.00 2/1/2011 10.875 2.25 2 2.25
6835658995 459,200.00 459,200.00 Purchase Standard 600,000.00 2/1/2011 11 2.25 2 2.25
6836148699 468,000.00 467,545.13 Purchase Reduced 585,000.00 1/1/2011 11.125 2.25 2 2.25
6837351482 613,073.00 612,519.37 Purchase Rapid 910,000.00 1/1/2011 11.5 2.25 2 2.25
6843155539 480,000.00 480,000.00 Purchase Reduced 640,000.00 2/1/2011 11.375 2.25 2 2.25
6845949202 725,865.00 725,865.00 Purchase Standard 968,000.00 1/1/2011 10.25 2.25 2 2.25
6859580943 444,060.00 444,060.00 Purchase Standard 580,000.00 2/1/2011 11.125 2.25 2 2.25
6861502695 492,000.00 492,000.00 Purchase Standard 650,000.00 2/1/2011 10.5 2.25 2 2.25
6863546013 547,600.00 547,600.00 C/O Refi Reduced 915,000.00 1/1/2011 10.875 2.25 2 2.25
6867362649 516,000.00 516,000.00 Purchase Rapid 645,000.00 1/1/2011 10.875 2.25 2 2.25
6867857168 960,000.00 960,000.00 Purchase SISA 1,200,000.00 2/1/2011 11 2.25 2 2.25
6878266185 850,000.00 850,000.00 Purchase Standard 1,232,000.00 1/1/2011 9.875 2.25 2 2.25
6892978229 578,000.00 577,410.70 C/O Refi Rapid 870,000.00 1/1/2011 10.875 2.25 2 2.25
6893852753 551,920.00 551,920.00 Purchase Reduced 690,000.00 2/1/2011 10 2.25 2 2.25
6894544870 450,000.00 450,000.00 C/O Refi Reduced 570,000.00 2/1/2011 10.875 2.25 2 2.25
6905416027 372,000.00 372,000.00 C/O Refi Standard 465,000.00 2/1/2011 10.875 2.25 2 2.25
6907144254 450,000.00 450,000.00 Purchase Rapid 525,000.00 2/1/2011 10.625 2.25 2 2.25
6914858045 431,200.00 431,200.00 Purchase Standard 541,000.00 2/1/2011 10.875 2.25 2 2.25
6918430247 420,000.00 420,000.00 Purchase Standard 625,000.00 2/1/2011 10.875 2.25 2 2.25
6918562205 597,700.00 597,700.00 Purchase SISA 800,000.00 1/1/2011 11.75 2.25 2 2.25
6922433849 450,000.00 449,997.25 C/O Refi Reduced 850,000.00 11/1/2010 10.75 2.25 2 2.25
6923876533 427,520.00 427,520.00 Purchase Standard 535,000.00 1/1/2011 11 2.25 2 2.25
0000000000 556,000.00 556,000.00 Purchase Reduced 695,000.00 2/1/2011 10 2.25 2 2.25
6939390131 712,000.00 712,000.00 Purchase SISA 920,000.00 1/1/2011 11.375 2.25 2 2.25
6939465735 443,000.00 443,000.00 R/T Refi Standard 1,250,000.00 1/1/2011 11.125 2.25 2 2.25
6940567735 620,140.00 620,140.00 Purchase Reduced 798,000.00 1/1/2011 11.375 2.25 2 2.25
6945303979 444,000.00 443,957.00 Purchase SISA 555,000.00 1/1/2011 11.125 2.25 2 2.25
6948353005 537,900.00 537,900.00 Purchase Reduced 840,000.00 1/1/2011 11.375 2.25 2 2.25
6954826969 528,500.00 528,500.00 C/O Refi Rapid 740,000.00 2/1/2011 10.375 2.25 2 2.25
6961574107 560,000.00 560,000.00 R/T Refi Reduced 700,000.00 1/1/2011 10.875 2.25 2 2.25
0000000000 624,000.00 624,000.00 C/O Refi Rapid 790,000.00 1/1/2011 11 2.25 2 2.25
6976529542 750,000.00 750,000.00 Purchase Standard 955,000.00 2/1/2011 10.875 2.25 2 2.25
6978924683 495,000.00 494,483.19 Purchase Reduced 738,500.00 1/1/2011 10.75 2.25 2 2.25
6985676904 540,000.00 540,000.00 Purchase Rapid 675,000.00 2/1/2011 10 2.25 2 2.25
LOANID INDEX ODATE
6027238960 12 MO LIBOR 5/31/2002
6124090330 12 MO LIBOR 6/14/2002
0000000000 12 MO LIBOR 5/21/2002
6183512067 12 MO LIBOR 5/24/2002
6241550455 12 MO LIBOR 6/12/2002
6251387020 12 MO LIBOR 4/8/2002
6262439208 12 MO LIBOR 6/12/2002
6269136732 12 MO LIBOR 6/12/2002
6291456439 12 MO LIBOR 5/21/2002
6295342940 12 MO LIBOR 5/31/2002
6354788538 12 MO LIBOR 5/31/2002
0000000000 12 MO LIBOR 5/21/2002
6470864080 12 MO LIBOR 6/4/2002
6475831068 12 MO LIBOR 6/4/2002
6488739738 12 MO LIBOR 5/29/2002
6543642828 12 MO LIBOR 6/7/2002
6587695807 12 MO LIBOR 4/30/2002
6639380176 12 MO LIBOR 6/5/2002
6653141850 12 MO LIBOR 6/11/2002
6684206748 12 MO LIBOR 6/6/2002
6707024979 12 MO LIBOR 6/17/2002
6709023284 12 MO LIBOR 5/8/2002
6737948528 12 MO LIBOR 6/11/2002
6777530012 12 MO LIBOR 5/29/2002
6780398811 12 MO LIBOR 6/12/2002
6817358242 12 MO LIBOR 5/30/2002
6845281085 12 MO LIBOR 6/24/2002
6850667673 12 MO LIBOR 3/26/2002
6887552724 12 MO LIBOR 5/31/2002
6920235626 12 MO LIBOR 6/13/2002
6936890851 12 MO LIBOR 5/28/2002
6959100071 12 MO LIBOR 6/6/2002
6983477503 12 MO LIBOR 6/13/2002
6999108217 12 MO LIBOR 5/9/2002
6016053081 12 MO LIBOR 12/16/2005
6084189023 12 MO LIBOR 12/16/2005
6124640001 12 MO LIBOR 12/1/2005
6334014336 12 MO LIBOR 11/18/2005
6392964265 12 MO LIBOR 11/25/2005
6429439943 12 MO LIBOR 12/5/2005
0000000000 12 MO LIBOR 12/1/2005
3303314508 12 MO LIBOR 12/28/2005
3303434744 12 MO LIBOR 1/20/2006
3303455905 12 MO LIBOR 1/18/2006
3303465714 12 MO LIBOR 12/30/2005
3303485480 12 MO LIBOR 1/11/2006
3303533131 12 MO LIBOR 12/23/2005
3303583573 12 MO LIBOR 12/30/2005
3303623197 12 MO LIBOR 1/9/2006
3303626356 12 MO LIBOR 1/19/2006
3303664654 12 MO LIBOR 1/10/2006
3303665875 12 MO LIBOR 1/13/2006
3303690022 12 MO LIBOR 12/29/2005
3303694719 12 MO LIBOR 1/5/2006
3303723047 12 MO LIBOR 1/6/2006
6001308110 12 MO LIBOR 8/11/2005
6005610560 12 MO LIBOR 12/29/2005
6009445336 12 MO LIBOR 12/30/2005
6011339436 12 MO LIBOR 1/4/2006
6013700213 12 MO LIBOR 12/19/2005
6025761104 12 MO LIBOR 12/21/2005
0000000000 12 MO LIBOR 1/13/2006
6034047263 12 MO LIBOR 1/5/2006
6040944768 12 MO LIBOR 12/30/2005
6042056801 12 MO LIBOR 12/23/2005
6042198900 12 MO LIBOR 12/30/2005
6045028617 12 MO LIBOR 1/10/2006
0000000000 12 MO LIBOR 1/9/2006
6050714432 12 MO LIBOR 1/11/2006
6053852072 12 MO LIBOR 1/20/2006
6062831315 12 MO LIBOR 12/23/2005
6069026067 12 MO LIBOR 12/20/2005
6085984182 12 MO LIBOR 1/17/2006
6087745466 12 MO LIBOR 12/20/2005
6098340372 12 MO LIBOR 1/3/2006
0000000000 12 MO LIBOR 1/5/2006
6113707167 12 MO LIBOR 1/4/2006
6116572956 12 MO LIBOR 12/16/2005
6132362978 12 MO LIBOR 12/9/2005
6133074572 12 MO LIBOR 12/14/2005
6138454969 12 MO LIBOR 12/7/2005
6150068259 12 MO LIBOR 1/9/2006
0000000000 12 MO LIBOR 1/4/2006
6158703568 12 MO LIBOR 12/28/2005
6159482139 12 MO LIBOR 12/13/2005
6161991143 12 MO LIBOR 1/13/2006
6163562306 12 MO LIBOR 12/29/2005
6175776795 12 MO LIBOR 9/14/2005
6177420244 12 MO LIBOR 1/3/2006
6181501625 12 MO LIBOR 12/30/2005
0000000000 12 MO LIBOR 1/4/2006
6187671323 12 MO LIBOR 12/22/2005
6194276876 12 MO LIBOR 1/11/2006
6195681868 12 MO LIBOR 12/13/2005
6199224376 12 MO LIBOR 12/27/2005
6199765824 12 MO LIBOR 12/30/2005
0000000000 12 MO LIBOR 1/25/2006
6225732350 12 MO LIBOR 12/28/2005
6226765961 12 MO LIBOR 12/23/2005
6231441491 12 MO LIBOR 12/12/2005
6231917839 12 MO LIBOR 12/21/2005
6234150867 12 MO LIBOR 12/9/2005
6237625790 12 MO LIBOR 1/19/2006
6240576386 12 MO LIBOR 1/5/2006
6251476070 12 MO LIBOR 12/30/2005
6251890353 12 MO LIBOR 1/11/2006
6258497038 12 MO LIBOR 1/17/2006
6261734088 12 MO LIBOR 1/20/2006
6262762377 12 MO LIBOR 12/22/2005
6265972247 12 MO LIBOR 12/16/2005
6267342233 12 MO LIBOR 1/17/2006
6269401359 12 MO LIBOR 8/18/2005
6271976752 12 MO LIBOR 12/22/2005
6272522464 12 MO LIBOR 1/6/2006
6273407830 12 MO LIBOR 1/19/2006
6274159646 12 MO LIBOR 12/20/2005
6275513023 12 MO LIBOR 12/19/2005
6281535432 12 MO LIBOR 12/28/2005
6281602588 12 MO LIBOR 12/27/2005
0000000000 12 MO LIBOR 1/5/2006
6284652812 12 MO LIBOR 11/18/2005
6286862229 12 MO LIBOR 1/23/2006
6289529163 12 MO LIBOR 1/5/2006
6300050819 12 MO LIBOR 12/22/2005
6301429343 12 MO LIBOR 1/13/2006
6303119223 12 MO LIBOR 1/9/2006
6306292100 12 MO LIBOR 1/26/2006
6308660445 12 MO LIBOR 12/14/2005
6313052646 12 MO LIBOR 12/12/2005
6318783435 12 MO LIBOR 12/22/2005
6323879251 12 MO LIBOR 1/9/2006
0000000000 12 MO LIBOR 12/9/2005
6332793972 12 MO LIBOR 12/30/2005
6335717523 12 MO LIBOR 12/13/2005
6336764706 12 MO LIBOR 12/2/2005
6340111449 12 MO LIBOR 12/16/2005
6340529442 12 MO LIBOR 1/18/2006
6341576988 12 MO LIBOR 1/18/2006
6345961681 12 MO LIBOR 12/16/2005
6347674282 12 MO LIBOR 1/6/2006
6348813962 12 MO LIBOR 12/27/2005
6354065291 12 MO LIBOR 12/20/2005
6360737420 12 MO LIBOR 1/24/2006
6362520931 12 MO LIBOR 12/23/2005
6364529575 12 MO LIBOR 12/28/2005
0000000000 12 MO LIBOR 12/19/2005
6372713468 12 MO LIBOR 12/8/2005
6374151253 12 MO LIBOR 12/30/2005
6374437074 12 MO LIBOR 12/20/2005
6383858575 12 MO LIBOR 1/23/2006
6386347907 12 MO LIBOR 11/23/2005
6397600898 12 MO LIBOR 1/3/2006
6399935367 12 MO LIBOR 12/29/2005
6402792557 12 MO LIBOR 12/14/2005
6406900792 12 MO LIBOR 12/20/2005
0000000000 12 MO LIBOR 1/11/2006
6416870753 12 MO LIBOR 12/30/2005
6417090211 12 MO LIBOR 1/13/2006
6417461859 12 MO LIBOR 1/12/2006
6421811404 12 MO LIBOR 12/12/2005
6424506415 12 MO LIBOR 1/12/2006
6424976766 12 MO LIBOR 1/11/2006
6431421491 12 MO LIBOR 12/30/2005
6441071385 12 MO LIBOR 12/23/2005
6448922739 12 MO LIBOR 12/15/2005
6455632577 12 MO LIBOR 1/17/2006
6458374524 12 MO LIBOR 1/17/2006
6458868095 12 MO LIBOR 12/22/2005
6462527604 12 MO LIBOR 12/22/2005
6475673247 12 MO LIBOR 1/12/2006
6477983677 12 MO LIBOR 1/6/2006
0000000000 12 MO LIBOR 12/30/2005
6485652298 12 MO LIBOR 1/4/2006
0000000000 12 MO LIBOR 1/5/2006
6494016881 12 MO LIBOR 12/27/2005
6495786821 12 MO LIBOR 12/23/2005
6497849007 12 MO LIBOR 1/9/2006
6508509285 12 MO LIBOR 12/30/2005
6515896543 12 MO LIBOR 1/18/2006
6516205421 12 MO LIBOR 12/22/2005
6516985246 12 MO LIBOR 1/6/2006
6517840838 12 MO LIBOR 1/17/2006
6531637400 12 MO LIBOR 12/28/2005
6535384868 12 MO LIBOR 12/20/2005
0000000000 12 MO LIBOR 12/16/2005
6542391021 12 MO LIBOR 1/3/2006
6543719139 12 MO LIBOR 12/22/2005
6544538447 12 MO LIBOR 12/22/2005
6548546800 12 MO LIBOR 12/23/2005
6549768981 12 MO LIBOR 12/29/2005
6553312973 12 MO LIBOR 12/21/2005
6557050165 12 MO LIBOR 1/5/2006
6559692543 12 MO LIBOR 1/6/2006
6561676294 12 MO LIBOR 1/19/2006
6562789476 12 MO LIBOR 12/30/2005
6564688551 12 MO LIBOR 1/3/2006
6568900937 12 MO LIBOR 12/19/2005
6570765963 12 MO LIBOR 12/20/2005
0000000000 12 MO LIBOR 1/18/2006
0000000000 12 MO LIBOR 12/30/2005
0000000000 12 MO LIBOR 1/9/2006
6573906416 12 MO LIBOR 1/17/2006
6576891607 12 MO LIBOR 9/27/2005
6577588673 12 MO LIBOR 12/20/2005
6587438901 12 MO LIBOR 12/9/2005
6604400124 12 MO LIBOR 12/30/2005
6606000344 12 MO LIBOR 1/25/2006
6611906980 12 MO LIBOR 1/4/2006
6628193291 12 MO LIBOR 1/6/2006
6633848434 12 MO LIBOR 1/9/2006
6634785304 12 MO LIBOR 12/12/2005
6640131220 12 MO LIBOR 12/23/2005
6644580885 12 MO LIBOR 12/27/2005
6646063740 12 MO LIBOR 12/23/2005
6653847050 12 MO LIBOR 12/22/2005
6667434879 12 MO LIBOR 12/23/2005
0000000000 12 MO LIBOR 12/19/2005
6669388537 12 MO LIBOR 11/9/2005
6670926879 12 MO LIBOR 1/10/2006
6674991036 12 MO LIBOR 1/3/2006
6680254908 12 MO LIBOR 1/6/2006
6685549435 12 MO LIBOR 12/5/2005
6691669409 12 MO LIBOR 12/13/2005
6703771763 12 MO LIBOR 12/19/2005
0000000000 12 MO LIBOR 1/5/2006
6713105721 12 MO LIBOR 1/10/2006
6715327836 12 MO LIBOR 12/16/2005
6719744440 12 MO LIBOR 12/29/2005
6722522163 12 MO LIBOR 12/19/2005
6724304438 12 MO LIBOR 1/19/2006
6732526584 12 MO LIBOR 1/18/2006
6734014654 12 MO LIBOR 12/16/2005
6735716356 12 MO LIBOR 12/28/2005
6743889955 12 MO LIBOR 12/27/2005
0000000000 12 MO LIBOR 12/15/2005
6746120051 12 MO LIBOR 1/3/2006
6748908578 12 MO LIBOR 12/30/2005
0000000000 12 MO LIBOR 12/28/2005
0000000000 12 MO LIBOR 12/22/2005
6757871444 12 MO LIBOR 1/18/2006
0000000000 12 MO LIBOR 1/18/2006
6771094601 12 MO LIBOR 12/14/2005
6774052341 12 MO LIBOR 12/28/2005
6785409555 12 MO LIBOR 12/22/2005
6792599885 12 MO LIBOR 1/6/2006
0000000000 12 MO LIBOR 12/19/2005
6802536638 12 MO LIBOR 1/5/2006
0000000000 12 MO LIBOR 12/19/2005
6809149815 12 MO LIBOR 12/21/2005
6810741196 12 MO LIBOR 12/29/2005
0000000000 12 MO LIBOR 12/15/2005
6824763236 12 MO LIBOR 12/27/2005
6832789553 12 MO LIBOR 1/6/2006
6835658995 12 MO LIBOR 1/20/2006
6836148699 12 MO LIBOR 12/30/2005
6837351482 12 MO LIBOR 12/13/2005
6843155539 12 MO LIBOR 1/6/2006
6845949202 12 MO LIBOR 12/23/2005
6859580943 12 MO LIBOR 1/25/2005
6861502695 12 MO LIBOR 1/1/2006
6863546013 12 MO LIBOR 12/16/2005
6867362649 12 MO LIBOR 12/29/2005
6867857168 12 MO LIBOR 12/29/2005
6878266185 12 MO LIBOR 12/22/2005
6892978229 12 MO LIBOR 12/20/2005
6893852753 12 MO LIBOR 1/20/2006
6894544870 12 MO LIBOR 1/20/2006
6905416027 12 MO LIBOR 1/13/2006
6907144254 12 MO LIBOR 1/3/2006
6914858045 12 MO LIBOR 1/13/2006
6918430247 12 MO LIBOR 1/6/2006
6918562205 12 MO LIBOR 12/29/2005
6922433849 12 MO LIBOR 10/26/2005
6923876533 12 MO LIBOR 12/20/2005
0000000000 12 MO LIBOR 1/4/2006
6939390131 12 MO LIBOR 12/21/2005
6939465735 12 MO LIBOR 12/13/2005
6940567735 12 MO LIBOR 12/30/2005
6945303979 12 MO LIBOR 12/13/2005
6948353005 12 MO LIBOR 12/20/2005
6954826969 12 MO LIBOR 1/17/2006
6961574107 12 MO LIBOR 12/23/2005
0000000000 12 MO LIBOR 12/15/2005
6976529542 12 MO LIBOR 12/22/2005
6978924683 12 MO LIBOR 12/12/2005
6985676904 12 MO LIBOR 1/6/2006
EXHIBIT D-3
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
D-3-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
6006326406 Primary Condo 360 359 79.97 6.125 2/1/2006 2/1/2006 1/1/2036 2,689.90 2/1/2006
6045231427 Secondary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 3,931.25 2/1/2006
6055558560 Primary Condo 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 3,501.38 2/1/2006
6056963017 Primary SFR 360 358 79.25 5.5 1/1/2006 2/1/2006 12/1/2035 3,374.94 1/1/2006
6057619766 Secondary SFR 360 360 75.76 6 3/1/2006 3/1/2006 2/1/2036 5,000.00 3/1/2006
6068413324 Primary SFR 360 360 45.5 6.125 3/1/2006 3/1/2006 2/1/2036 2,764.63 3/1/2006
6081891555 Secondary SFR 360 359 69.35 6.625 2/1/2006 2/1/2006 1/1/2036 2,463.67 2/1/2006
0000000000 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 3,105.00 2/1/2006
6101039581 Primary SFR 360 359 73.17 5.75 2/1/2006 2/1/2006 1/1/2036 2,626.08 2/1/2006
6165295376 Primary SFR 360 359 55.56 6.375 2/1/2006 2/1/2006 1/1/2036 6,238.70 2/1/2006
6169521223 Primary SFR 360 359 62.63 5.625 2/1/2006 2/1/2006 1/1/2036 2,703.86 2/1/2006
6270144279 Investor SFR 360 359 60.49 5.5 2/1/2006 2/1/2006 1/1/2036 2,131.94 2/1/2006
6272111201 Primary PUD 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 4,995.39 2/1/2006
6331766151 Primary SFR 360 359 69.77 6.25 2/1/2006 3/1/2006 1/1/2036 3,125.00 2/1/2006
6354803055 Primary SFR 360 359 76.34 6.25 2/1/2006 3/1/2006 1/1/2036 2,604.17 2/1/2006
6370674241 Primary SFR 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,937.50 3/1/2006
6461517267 Primary SFR 360 359 45.85 6.25 2/1/2006 2/1/2006 1/1/2036 2,653.75 2/1/2006
6487970680 Primary PUD 360 360 62.22 5.625 3/1/2006 3/1/2006 2/1/2036 2,493.75 3/1/2006
6553729168 Primary SFR 360 360 45.85 6.125 3/1/2006 3/1/2006 2/1/2036 2,679.69 3/1/2006
6605627972 Primary PUD 360 359 64.29 5 2/1/2006 2/1/2006 1/1/2036 2,415.70 2/1/2006
0000000000 Primary Condo 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 3,507.42 2/1/2006
6649856496 Primary PUD 360 359 76.63 6.625 2/1/2006 3/1/2006 1/1/2036 3,384.27 2/1/2006
6651270669 Primary PUD 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,531.67 2/1/2006
6667272311 Primary Condo 360 359 49.02 6.25 2/1/2006 3/1/2006 1/1/2036 3,645.83 2/1/2006
6667536129 Primary SFR 360 360 53.53 5.875 3/1/2006 3/1/2006 2/1/2036 3,007.97 3/1/2006
6676184549 Primary SFR 360 360 80 5.125 3/1/2006 3/1/2006 2/1/2036 1,991.57 3/1/2006
6710606952 Secondary PUD 360 359 55.56 6 2/1/2006 2/1/2006 1/1/2036 8,993.26 2/1/2006
6726757674 Primary PUD 360 359 53.3 5.875 2/1/2006 2/1/2006 1/1/2036 2,957.69 2/1/2006
6730411367 Primary PUD 360 360 80 5.75 3/1/2006 3/1/2006 2/1/2036 5,415.56 3/1/2006
6734388033 Primary PUD 360 359 70 5.5 2/1/2006 2/1/2006 1/1/2036 2,423.60 2/1/2006
6743137256 Primary PUD 360 359 78.13 5.75 2/1/2006 2/1/2006 1/1/2036 2,917.87 2/1/2006
6758854860 Primary Condo 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 3,300.25 3/1/2006
6760674009 Primary SFR 360 359 67.47 6 2/1/2006 2/1/2006 1/1/2036 2,935.00 2/1/2006
6774173022 Primary SFR 360 360 80 5.625 3/1/2006 3/1/2006 2/1/2036 3,592.10 3/1/2006
0000000000 Primary PUD 360 359 63.75 5.875 2/1/2006 2/1/2006 1/1/2036 4,525.27 2/1/2006
6848270481 Primary SFR 360 360 50 5.125 3/1/2006 3/1/2006 2/1/2036 2,455.73 3/1/2006
6867612803 Secondary SFR 360 359 63.93 6.375 2/1/2006 2/1/2006 1/1/2036 6,215.63 2/1/2006
6870042733 Primary SFR 360 360 71.08 6.375 3/1/2006 3/1/2006 2/1/2036 2,713.84 3/1/2006
6883924661 Primary SFR 360 360 80 6.25 3/1/2006 3/1/2006 2/1/2036 2,187.50 3/1/2006
0000000000 Primary SFR 360 360 80 5.875 3/1/2006 3/1/2006 2/1/2036 3,015.83 3/1/2006
6919827615 Primary SFR 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 3,268.94 2/1/2006
6946893598 Primary PUD 360 360 78.15 6.125 3/1/2006 3/1/2006 2/1/2036 2,373.44 3/1/2006
0000000000 Primary SFR 360 360 70.21 6.25 3/1/2006 3/1/2006 2/1/2036 3,047.81 3/1/2006
LOANID XXXX COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
6006326406 527,000.00 527,000.00 Purchase SISA 659,000.00 1/1/2013 11.125 2.25 2 2.25
6045231427 740,000.00 740,000.00 Purchase Rapid 925,000.00 1/1/2013 11.375 2.25 2 2.25
6055558560 584,000.00 583,418.62 C/O Refi Standard 730,000.00 1/1/2013 11 2.25 2 2.25
6056963017 594,400.00 590,594.95 Purchase Rapid 750,000.00 12/1/2012 10.5 2.25 2 2.25
6057619766 1,000,000.00 1,000,000.00 Purchase Rapid 1,320,000.00 2/1/2013 11 2.25 2 2.25
6068413324 455,000.00 455,000.00 R/T Refi Rapid 1,000,000.00 2/1/2013 11.125 2.25 2 2.25
6081891555 446,250.00 446,250.00 C/O Refi Rapid 643,500.00 1/1/2013 11.625 2.25 2 2.25
0000000000 648,000.00 648,000.00 Purchase Reduced 810,000.00 1/1/2013 10.75 2.25 2 2.25
6101039581 450,000.00 449,530.17 Purchase Rapid 710,000.00 1/1/2013 10.75 2.25 2 2.25
6165295376 1,000,000.00 999,073.80 C/O Refi Rapid 1,800,000.00 1/1/2013 11.375 2.25 2 2.25
6169521223 469,700.00 469,197.86 Purchase Reduced 750,000.00 1/1/2013 10.625 2.25 2 2.25
6270144279 465,150.00 465,150.00 Purchase Standard 770,000.00 1/1/2013 10.5 2.25 2 2.25
6272111201 856,000.00 855,106.28 Purchase Rapid 1,070,000.00 1/1/2013 10.75 2.25 2 2.25
6331766151 600,000.00 600,000.00 C/O Refi Standard 860,000.00 1/1/2013 11.25 2.25 2 2.25
6354803055 500,000.00 500,000.00 R/T Refi Rapid 655,000.00 1/1/2013 11.25 2.25 2 2.25
6370674241 564,000.00 564,000.00 R/T Refi SISA 705,000.00 2/1/2013 11.25 2.25 2 2.25
6461517267 431,000.00 430,591.04 C/O Refi Rapid 940,000.00 1/1/2013 11.25 2.25 2 2.25
6487970680 532,000.00 532,000.00 R/T Refi Rapid 855,000.00 2/1/2013 10.625 2.25 2 2.25
6553729168 525,000.00 525,000.00 R/T Refi SISA 1,145,000.00 2/1/2013 11.125 2.25 2 2.25
6605627972 450,000.00 449,459.30 Purchase Rapid 702,000.00 1/1/2013 10 2.25 2 2.25
0000000000 617,732.00 617,055.85 Purchase Standard 773,000.00 1/1/2013 10.5 2.25 2 2.25
6649856496 613,000.00 613,000.00 C/O Refi Standard 800,000.00 1/1/2013 11.625 2.25 2 2.25
6651270669 496,000.00 496,000.00 Purchase Reduced 640,000.00 1/1/2013 11.125 2.25 2 2.25
6667272311 700,000.00 700,000.00 Purchase Standard 1,430,000.00 1/1/2013 11.25 2.25 2 2.25
6667536129 508,500.00 508,500.00 R/T Refi Rapid 950,000.00 2/1/2013 10.875 2.25 2 2.25
6676184549 466,320.00 466,320.00 Purchase Standard 600,000.00 2/1/2013 10.125 2.25 2 2.25
6710606952 1,500,000.00 1,498,506.74 R/T Refi Rapid 2,700,000.00 1/1/2013 11 2.25 2 2.25
6726757674 500,000.00 499,490.23 Purchase Reduced 938,000.00 1/1/2013 10.875 2.25 2 2.25
6730411367 928,000.00 928,000.00 Purchase Reduced 1,160,000.00 2/1/2013 10.75 2.25 2 2.25
6734388033 426,847.00 426,379.78 Purchase Reduced 625,000.00 1/1/2013 10.5 2.25 2 2.25
6743137256 500,000.00 499,477.96 Purchase Reduced 640,000.00 1/1/2013 10.75 2.25 2 2.25
6758854860 536,000.00 536,000.00 Purchase Rapid 670,000.00 2/1/2013 11.25 2.25 2 2.25
6760674009 587,000.00 587,000.00 R/T Refi Standard 870,000.00 1/1/2013 11 2.25 2 2.25
6774173022 624,000.00 624,000.00 Purchase Reduced 780,000.00 2/1/2013 10.625 2.25 2 2.25
0000000000 765,000.00 764,220.04 R/T Refi Standard 1,200,000.00 1/1/2013 10.875 2.25 2 2.25
6848270481 575,000.00 575,000.00 Purchase Standard 1,150,000.00 2/1/2013 10.125 2.25 2 2.25
6867612803 1,170,000.00 1,170,000.00 R/T Refi Rapid 1,830,000.00 1/1/2013 11.375 2.25 2 2.25
6870042733 435,000.00 435,000.00 C/O Refi Rapid 612,000.00 2/1/2013 11.375 2.25 2 2.25
6883924661 420,000.00 420,000.00 C/O Refi Standard 525,000.00 2/1/2013 11.25 2.25 2 2.25
0000000000 616,000.00 616,000.00 Purchase Standard 775,000.00 2/1/2013 10.875 2.25 2 2.25
6919827615 504,000.00 503,566.06 C/O Refi Reduced 630,000.00 1/1/2013 11.75 2.25 2 2.25
6946893598 465,000.00 465,000.00 Purchase Standard 630,000.00 2/1/2013 11.125 2.25 2 2.25
0000000000 495,000.00 495,000.00 C/O Refi Standard 705,000.00 2/1/2013 11.25 2.25 2 2.25
LOANID INDEX ODATE
6006326406 12 MO LIBOR 12/20/2005
6045231427 12 MO LIBOR 12/15/2005
6055558560 12 MO LIBOR 12/22/2005
6056963017 12 MO LIBOR 10/8/2004
6057619766 12 MO LIBOR 1/9/2006
6068413324 12 MO LIBOR 1/12/2006
6081891555 12 MO LIBOR 12/15/2005
0000000000 12 MO LIBOR 12/22/2005
6101039581 12 MO LIBOR 12/20/2005
6165295376 12 MO LIBOR 12/23/2005
6169521223 12 MO LIBOR 12/19/2005
6270144279 12 MO LIBOR 12/22/2005
6272111201 12 MO LIBOR 12/22/2005
6331766151 12 MO LIBOR 12/5/2005
6354803055 12 MO LIBOR 12/16/2005
6370674241 12 MO LIBOR 1/13/2006
6461517267 12 MO LIBOR 12/28/2005
6487970680 12 MO LIBOR 1/11/2006
6553729168 12 MO LIBOR 1/9/2006
6605627972 12 MO LIBOR 12/16/2005
0000000000 12 MO LIBOR 12/28/2005
6649856496 12 MO LIBOR 12/22/2005
6651270669 12 MO LIBOR 12/16/2005
6667272311 12 MO LIBOR 12/19/2005
6667536129 12 MO LIBOR 1/1/2006
6676184549 12 MO LIBOR 1/5/2006
6710606952 12 MO LIBOR 12/12/2005
6726757674 12 MO LIBOR 12/21/2005
6730411367 12 MO LIBOR 1/3/2006
6734388033 12 MO LIBOR 12/27/2005
6743137256 12 MO LIBOR 12/30/2005
6758854860 12 MO LIBOR 1/17/2006
6760674009 12 MO LIBOR 12/16/2005
6774173022 12 MO LIBOR 1/18/2006
0000000000 12 MO LIBOR 12/9/2005
6848270481 12 MO LIBOR 1/17/2006
6867612803 12 MO LIBOR 12/21/2005
6870042733 12 MO LIBOR 1/17/2006
6883924661 12 MO LIBOR 1/17/2006
0000000000 12 MO LIBOR 1/4/2006
6919827615 12 MO LIBOR 12/22/2005
6946893598 12 MO LIBOR 1/6/2006
0000000000 12 MO LIBOR 1/18/2006
EXHIBIT D-4
LOAN GROUP 4 MORTGAGE LOAN SCHEDULE
D-4-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
6000403219 Primary SFR 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 2,429.17 2/1/2006
6024179407 Primary PUD 360 359 80 6.625 2/1/2006 3/1/2006 1/1/2036 1,402.58 2/1/2006
6026682382 Primary PUD 360 358 64.5 6 1/1/2006 4/1/2006 12/1/2035 3,225.00 3/1/2006
6027249249 Primary PUD 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 1,431.54 2/1/2006
6041078368 Primary SFR 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 2,708.33 2/1/2006
6079230592 Secondary Condo 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 732.02 1/1/2006
6079906126 Secondary SFR 360 359 69.09 6.375 2/1/2006 2/1/2006 1/1/2036 2,018.75 2/1/2006
6080235085 Primary SFR 360 359 68.21 5.75 2/1/2006 3/1/2006 1/1/2036 1,552.50 2/1/2006
6090605103 Primary SFR 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 1,945.80 2/1/2006
6103497142 Primary PUD 360 359 74.99 5.875 2/1/2006 2/1/2006 1/1/2036 2,790.62 2/1/2006
6118650040 Primary Condo 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 1,370.33 2/1/2006
6121008087 Primary PUD 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 947.93 1/1/2006
6139731563 Secondary PUD 360 357 80 6.75 12/1/2005 2/1/2006 11/1/2035 5,130.00 1/1/2006
6140562452 Primary Condo 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 1,415.84 2/1/2006
6149575323 Primary Condo 360 359 79.13 6.5 2/1/2006 3/1/2006 1/1/2036 985.83 2/1/2006
6151223887 Primary SFR 360 358 53.07 6.125 1/1/2006 3/1/2006 12/1/2035 5,078.65 2/1/2006
6156017052 Primary PUD 360 359 77.97 6.25 2/1/2006 2/1/2006 1/1/2036 921.87 2/1/2006
6162702093 Primary Condo 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,320.00 2/1/2006
6164157460 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,488.33 1/1/2006
6174213725 Secondary Condo 360 358 34.3 6.125 1/1/2006 2/1/2006 12/1/2035 847.29 1/1/2006
6177318471 Primary PUD 360 358 80 4.5 1/1/2006 2/1/2006 12/1/2035 1,020.00 1/1/2006
6183472163 Primary Condo 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 689.58 2/1/2006
6191506234 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,390.42 2/1/2006
6198838002 Primary Condo 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 1,041.25 2/1/2006
6204574419 Primary SFR 360 358 79.91 6.25 1/1/2006 3/1/2006 12/1/2035 1,822.92 2/1/2006
6206895325 Primary Condo 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 1,236.67 1/1/2006
6214273218 Primary SFR 360 359 67.86 6.75 2/1/2006 3/1/2006 1/1/2036 1,068.75 2/1/2006
6269135957 Primary Condo 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 499.58 2/1/2006
6275785175 Primary SFR 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 2,043.40 1/1/2006
6277376643 Primary Condo 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,547.08 1/1/2006
6301811730 Secondary PUD 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 1,863.33 2/1/2006
6317896691 Primary Condo 360 358 79.4 6 1/1/2006 2/1/2006 12/1/2035 3,542.75 1/1/2006
6322329035 Primary PUD 360 358 75 6.5 1/1/2006 2/1/2006 12/1/2035 3,209.38 1/1/2006
6334099592 Secondary Condo 360 359 80 7 2/1/2006 2/1/2006 1/1/2036 835.62 2/1/2006
6341134481 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 687.48 1/1/2006
6352789488 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,572.50 2/1/2006
6356132081 Primary SFR 360 358 62.55 5.875 1/1/2006 3/1/2006 12/1/2035 1,684.17 2/1/2006
6361254292 Primary Condo 360 358 80 5.625 1/1/2006 3/1/2006 12/1/2035 1,647.00 2/1/2006
6382326863 Primary PUD 360 358 65.73 6 1/1/2006 2/1/2006 12/1/2035 2,465.00 1/1/2006
6384436314 Primary SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 1,113.88 1/1/2006
6386827239 Primary PUD 360 358 80 5.75 1/1/2006 3/1/2006 12/1/2035 811.27 2/1/2006
6400532567 Primary PUD 360 359 80 5.625 2/1/2006 3/1/2006 1/1/2036 590.63 2/1/2006
0000000000 Primary Condo 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,956.00 2/1/2006
6410281734 Secondary Condo 360 359 38.96 6 2/1/2006 2/1/2006 1/1/2036 3,000.00 2/1/2006
6421992147 Primary SFR 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 2,165.83 1/1/2006
6431684171 Primary Condo 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 1,220.00 1/1/2006
6440105044 Primary SFR 360 358 53.19 6.375 1/1/2006 3/1/2006 12/1/2035 1,992.19 2/1/2006
6458489942 Primary SFR 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 1,148.33 1/1/2006
6463209939 Primary Condo 360 359 80 5 2/1/2006 3/1/2006 1/1/2036 683.33 2/1/2006
6491832652 Primary Condo 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 250 2/1/2006
6492410169 Primary PUD 360 357 80 5.875 12/1/2005 2/1/2006 11/1/2035 665.83 1/1/2006
6494156810 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 1,950.00 2/1/2006
6523102397 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 741 2/1/2006
0000000000 Primary Condo 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 1,535.46 2/1/2006
6528221564 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 785.83 2/1/2006
0000000000 Primary SFR 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 465.48 2/1/2006
6541019839 Primary PUD 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 3,880.79 2/1/2006
6548434965 Primary SFR 360 359 72.3 6.25 2/1/2006 2/1/2006 1/1/2036 1,046.87 2/1/2006
0000000000 Secondary SFR 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,180.21 2/1/2006
6568510579 Primary Condo 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 344.81 1/1/2006
6577901611 Primary SFR 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 1,700.00 2/1/2006
6589150983 Primary Condo 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 1,992.33 1/1/2006
6605108585 Secondary PUD 360 358 80 7.125 1/1/2006 2/1/2006 12/1/2035 2,504.12 1/1/2006
6629957728 Secondary Condo 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,077.37 2/1/2006
0000000000 Primary Condo 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 1,576.67 2/1/2006
6647778734 Secondary Condo 360 359 64.17 5.5 2/1/2006 3/1/2006 1/1/2036 2,750.00 2/1/2006
6648548011 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 1,857.92 1/1/2006
6676113480 Primary PUD 360 359 77.22 6.25 2/1/2006 2/1/2006 1/1/2036 1,041.67 2/1/2006
6694223816 Primary PUD 360 358 79.99 5.625 1/1/2006 3/1/2006 12/1/2035 1,718.44 2/1/2006
6698725816 Primary Condo 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,614.16 1/1/2006
6699862246 Primary PUD 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 3,618.33 1/1/2006
6712946737 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,398.25 1/1/2006
6724909103 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 2,401.25 2/1/2006
6730089353 Primary Condo 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 520.83 2/1/2006
6736934743 Primary Condo 360 358 68.41 6.5 1/1/2006 2/1/2006 12/1/2035 2,031.25 1/1/2006
6745441698 Primary PUD 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,030.51 2/1/2006
6760151974 Primary SFR 360 358 47.39 6.375 1/1/2006 2/1/2006 12/1/2035 1,737.19 1/1/2006
6760541646 Primary PUD 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 1,495.00 2/1/2006
6763639538 Primary PUD 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 2,721.63 2/1/2006
6764423031 Secondary Condo 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 630 1/1/2006
6825247015 Primary Condo 360 359 77.17 6.25 2/1/2006 2/1/2006 1/1/2036 739.58 2/1/2006
6843974608 Secondary Condo 360 358 80 7.5 1/1/2006 2/1/2006 12/1/2035 978.91 1/1/2006
6872259426 Secondary PUD 360 358 78.54 5.375 1/1/2006 3/1/2006 12/1/2035 512.38 2/1/2006
6887113634 Primary PUD 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 1,253.75 1/1/2006
6892879021 Primary SFR 360 358 54.75 5.75 1/1/2006 2/1/2006 12/1/2035 2,347.92 1/1/2006
6897339237 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 1,079.17 2/1/2006
6917261502 Primary PUD 360 359 80 5.375 2/1/2006 3/1/2006 1/1/2036 860 2/1/2006
6944396115 Secondary Condo 360 359 73 6 2/1/2006 2/1/2006 1/1/2036 5,666.63 2/1/2006
6945846373 Primary Condo 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 675 1/1/2006
6957534891 Primary SFR 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 1,386.00 2/1/2006
6973345702 Primary Condo 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 971.7 1/1/2006
6976274230 Primary SFR 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 1,687.50 1/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE CEILING FLOOR CAPINT MARGIN
6000403219 440,000.00 440,000.00 Purchase Standard 610,000.00 1/1/2009 12.625 2.25 2 2.25
6024179407 254,052.00 254,052.00 Purchase Stated 415,000.00 1/1/2009 12.625 2.25 2 2.25
6026682382 645,000.00 645,000.00 R/T Refi Stated 1,000,000.00 12/1/2008 12 2.25 2 2.25
6027249249 292,400.00 292,400.00 Purchase Standard 365,500.00 1/1/2009 11.875 2.25 2 2.25
6041078368 520,000.00 520,000.00 Purchase Standard 650,000.00 1/1/2009 12.25 2.25 2 2.25
6079230592 149,520.00 149,520.00 Purchase Standard 192,000.00 12/1/2008 11.875 2.25 2 2.25
6079906126 380,000.00 380,000.00 C/O Refi Stated 550,000.00 1/1/2009 12.375 2.25 2 2.25
6080235085 324,000.00 324,000.00 R/T Refi Stated 475,000.00 1/1/2009 11.75 2.25 2 2.25
6090605103 300,000.00 299,741.70 Purchase Standard 385,000.00 1/1/2009 12.75 2.25 2 2.25
6103497142 570,000.00 570,000.00 Purchase Stated 816,000.00 1/1/2009 11.875 2.25 2 2.25
6118650040 216,800.00 216,604.00 Purchase Standard 275,000.00 1/1/2009 12.5 2.25 2 2.25
6121008087 175,003.00 175,003.00 Purchase Standard 219,000.00 12/1/2008 12.5 2.25 2 2.25
6139731563 912,000.00 912,000.00 Purchase Stated 1,250,000.00 11/1/2008 12.75 2.25 2 2.25
6140562452 224,000.00 223,697.49 Purchase Standard 285,000.00 1/1/2009 12.5 2.25 2 2.25
6149575323 182,000.00 181,985.83 R/T Refi Standard 230,000.00 1/1/2009 12.5 2.25 2 2.25
6151223887 995,000.00 995,000.00 Purchase Stated 1,900,000.00 12/1/2008 12.125 2.25 2 2.25
6156017052 177,000.00 177,000.00 Purchase Standard 227,000.00 1/1/2009 12.25 2.25 2 2.25
6162702093 264,000.00 264,000.00 Purchase Stated 334,000.00 1/1/2009 12 2.25 2 2.25
6164157460 304,000.00 304,000.00 Purchase Stated 380,000.00 12/1/2008 11.875 2.25 2 2.25
6174213725 166,000.00 166,000.00 R/T Refi Stated 484,000.00 12/1/2008 12.125 2.25 2 2.25
6177318471 272,000.00 272,000.00 Purchase Standard 340,000.00 12/1/2008 10.5 2.25 2 2.25
6183472163 132,400.00 132,399.27 Purchase Standard 168,000.00 1/1/2009 12.25 2.25 2 2.25
6191506234 284,000.00 284,000.00 R/T Refi Stated 355,000.00 1/1/2009 11.875 2.25 2 2.25
6198838002 199,920.00 199,920.00 Purchase Standard 250,000.00 1/1/2009 12.25 2.25 2 2.25
6204574419 350,000.00 350,000.00 R/T Refi Stated 438,000.00 12/1/2008 12.25 2.25 2 2.25
6206895325 224,000.00 224,000.00 Purchase Standard 280,000.00 12/1/2008 12.625 2.25 2 2.25
6214273218 190,000.00 190,000.00 C/O Refi Stated 280,000.00 1/1/2009 12.75 2.25 2 2.25
6269135957 95,920.00 95,920.00 Purchase Standard 119,990.00 1/1/2009 12.25 2.25 2 2.25
6275785175 456,200.00 456,200.00 Purchase Standard 580,000.00 12/1/2008 11.375 2.25 2 2.25
6277376643 316,000.00 316,000.00 Purchase Stated 502,000.00 12/1/2008 11.875 2.25 2 2.25
6301811730 344,000.00 344,000.00 Purchase Standard 432,000.00 12/1/2008 12.5 2.25 2 2.25
6317896691 708,550.00 708,550.00 Purchase Stated 1,240,000.00 12/1/2008 12 2.25 2 2.25
6322329035 592,500.00 592,500.00 Purchase Stated 809,200.00 12/1/2008 12.5 2.25 2 2.25
6334099592 125,600.00 125,497.05 Purchase Standard 159,000.00 1/1/2009 13 2.25 2 2.25
6341134481 113,144.00 112,923.49 Purchase Standard 142,000.00 12/1/2008 12.125 2.25 2 2.25
6352789488 296,000.00 293,010.04 R/T Refi Stated 370,000.00 1/1/2009 12.375 2.25 2 2.25
6356132081 344,000.00 344,000.00 C/O Refi Stated 550,000.00 12/1/2008 11.875 2.25 2 2.25
6361254292 351,360.00 351,360.00 Purchase Stated 440,000.00 12/1/2008 11.625 2.25 2 2.25
6382326863 493,000.00 493,000.00 R/T Refi Stated 750,000.00 12/1/2008 12 2.25 2 2.25
6384436314 205,640.00 205,640.00 Purchase Standard 260,000.00 12/1/2008 12.5 2.25 2 2.25
6386827239 169,600.00 169,307.92 Purchase Standard 212,000.00 12/1/2008 11.75 2.25 2 2.25
6400532567 126,000.00 126,000.00 Purchase Standard 157,500.00 1/1/2009 11.625 2.25 2 2.25
6400878564 391,200.00 391,200.00 Purchase Standard 500,000.00 1/1/2009 12 2.25 2 2.25
6410281734 600,000.00 600,000.00 Purchase Stated 1,793,000.00 1/1/2009 12 2.25 2 2.25
6421992147 452,000.00 452,000.00 Purchase Stated 590,000.00 12/1/2008 11.75 2.25 2 2.25
6431684171 244,000.00 243,999.47 Purchase Standard 305,000.00 12/1/2008 12 2.25 2 2.25
6440105044 375,000.00 375,000.00 R/T Refi Stated 705,000.00 12/1/2008 12.375 2.25 2 2.25
6458489942 208,000.00 208,000.00 Purchase Standard 260,000.00 12/1/2008 12.625 2.25 2 2.25
6463209939 164,000.00 164,000.00 Purchase Standard 205,000.00 1/1/2009 11 2.25 2 2.25
6491832652 48,000.00 48,000.00 Purchase Standard 90,000.00 1/1/2009 12.25 2.25 2 2.25
6492410169 136,000.00 136,000.00 Purchase Standard 170,000.00 11/1/2008 11.875 2.25 2 2.25
6494156810 360,000.00 360,000.00 C/O Refi Stated 450,000.00 1/1/2009 12.5 2.25 2 2.25
6523102397 136,800.00 136,800.00 Purchase Standard 172,000.00 1/1/2009 12.5 2.25 2 2.25
6525272289 272,970.00 272,970.00 Purchase Standard 615,000.00 1/1/2009 12.75 2.25 2 2.25
6528221564 150,880.00 150,880.00 Purchase Standard 190,000.00 1/1/2009 12.25 2.25 2 2.25
6538090850 101,560.00 101,560.00 Purchase Standard 132,000.00 1/1/2009 11.5 2.25 2 2.25
6541019839 716,453.00 716,453.00 Purchase Standard 895,566.00 1/1/2009 12.5 2.25 2 2.25
6548434965 201,000.00 201,000.00 R/T Refi Stated 278,000.00 1/1/2009 12.25 2.25 2 2.25
6567677171 206,000.00 206,000.00 Purchase Standard 265,000.00 1/1/2009 12.875 2.25 2 2.25
6568510579 56,000.00 55,893.44 Purchase Standard 72,000.00 12/1/2008 12.25 2.25 2 2.25
6577901611 320,000.00 320,000.00 Purchase Standard 400,000.00 12/1/2008 12.375 2.25 2 2.25
6589150983 354,192.00 354,192.00 Purchase Standard 470,000.00 12/1/2008 12.75 2.25 2 2.25
6605108585 421,746.00 421,746.00 Purchase Standard 540,000.00 12/1/2008 13.125 2.25 2 2.25
6629957728 164,000.00 163,862.21 Purchase Standard 205,000.00 1/1/2009 12.875 2.25 2 2.25
6636752815 344,000.00 344,000.00 Purchase Standard 430,000.00 1/1/2009 11.5 2.25 2 2.25
6647778734 600,000.00 600,000.00 Purchase Stated 1,100,000.00 1/1/2009 11.5 2.25 2 2.25
6648548011 364,000.00 364,000.00 Purchase Standard 455,000.00 12/1/2008 12.125 2.25 2 2.25
6676113480 200,000.00 200,000.00 C/O Refi Stated 259,000.00 1/1/2009 12.25 2.25 2 2.25
6694223816 366,600.00 366,600.00 Purchase Standard 460,000.00 12/1/2008 11.625 2.25 2 2.25
6698725816 329,700.00 329,700.00 Purchase Stated 415,000.00 12/1/2008 11.875 2.25 2 2.25
6699862246 668,000.00 668,000.00 Purchase Stated 835,000.00 12/1/2008 12.5 2.25 2 2.25
6712946737 263,200.00 263,200.00 Purchase Standard 329,000.00 12/1/2008 12.375 2.25 2 2.25
6724909103 452,000.00 451,958.19 Purchase Standard 565,000.00 1/1/2009 12.375 2.25 2 2.25
6730089353 82,400.00 82,312.09 Purchase Standard 103,000.00 1/1/2009 12.5 2.25 2 2.25
6736934743 375,000.00 375,000.00 Purchase Stated 550,000.00 12/1/2008 12.5 2.25 2 2.25
6745441698 169,600.00 169,435.16 Purchase Standard 213,000.00 1/1/2009 12.125 2.25 2 2.25
6760151974 327,000.00 327,000.00 C/O Refi Stated 690,000.00 12/1/2008 12.375 2.25 2 2.25
6760541646 276,000.00 276,000.00 Purchase Standard 345,000.00 1/1/2009 12.5 2.25 2 2.25
6763639538 544,325.00 544,324.58 Purchase Stated 682,000.00 12/1/2008 12 2.25 2 2.25
6764423031 112,000.00 112,000.00 Purchase Standard 155,000.00 12/1/2008 12.75 2.25 2 2.25
6825247015 142,000.00 142,000.00 R/T Refi Stated 184,000.00 1/1/2009 12.25 2.25 2 2.25
6843974608 140,000.00 139,719.08 Purchase Standard 192,000.00 12/1/2008 13.5 2.25 2 2.25
6872259426 91,500.00 91,294.46 R/T Refi Standard 116,500.00 12/1/2008 11.375 2.25 2 2.25
6887113634 240,720.00 240,720.00 Purchase Standard 303,000.00 12/1/2008 12.25 2.25 2 2.25
6892879021 490,000.00 490,000.00 C/O Refi Stated 895,000.00 12/1/2008 11.75 2.25 2 2.25
6897339237 207,200.00 207,200.00 Purchase Standard 260,000.00 1/1/2009 12.25 2.25 2 2.25
6917261502 192,000.00 192,000.00 Purchase Standard 262,000.00 1/1/2009 11.375 2.25 2 2.25
6944396115 1,133,325.00 1,133,325.00 Purchase Stated 1,575,000.00 1/1/2009 12 2.25 2 2.25
6945846373 129,600.00 129,600.00 Purchase Standard 164,000.00 12/1/2008 12.25 2.25 2 2.25
6957534891 277,200.00 277,200.00 Purchase Standard 347,000.00 1/1/2009 12 2.25 2 2.25
6973345702 159,920.00 159,607.26 Purchase Standard 200,000.00 12/1/2008 12.125 2.25 2 2.25
6976274230 300,000.00 300,000.00 Purchase Standard 375,000.00 12/1/2008 12.75 2.25 2 2.25
LOANID INDEX ODATE
6000403219 12 MO LIBOR 12/6/2005
6024179407 12 MO LIBOR 12/27/2005
6026682382 12 MO LIBOR 11/23/2005
6027249249 12 MO LIBOR 12/1/2005
6041078368 12 MO LIBOR 12/15/2005
6079230592 12 MO LIBOR 11/30/2005
6079906126 12 MO LIBOR 12/16/2005
6080235085 12 MO LIBOR 12/12/2005
6090605103 12 MO LIBOR 12/9/2005
6103497142 12 MO LIBOR 12/12/2005
6118650040 12 MO LIBOR 12/7/2005
6121008087 12 MO LIBOR 11/21/2005
6139731563 12 MO LIBOR 10/28/2005
6140562452 12 MO LIBOR 12/19/2005
6149575323 12 MO LIBOR 11/30/2005
6151223887 12 MO LIBOR 11/21/2005
6156017052 12 MO LIBOR 12/9/2005
6162702093 12 MO LIBOR 12/1/2005
6164157460 12 MO LIBOR 11/21/2005
6174213725 12 MO LIBOR 11/18/2005
6177318471 12 MO LIBOR 11/22/2005
6183472163 12 MO LIBOR 12/22/2005
6191506234 12 MO LIBOR 12/12/2005
6198838002 12 MO LIBOR 12/20/2005
6204574419 12 MO LIBOR 11/9/2005
6206895325 12 MO LIBOR 11/29/2005
6214273218 12 MO LIBOR 12/5/2005
6269135957 12 MO LIBOR 12/6/2005
6275785175 12 MO LIBOR 11/7/2005
6277376643 12 MO LIBOR 11/23/2005
6301811730 12 MO LIBOR 11/23/2005
6317896691 12 MO LIBOR 11/30/2005
6322329035 12 MO LIBOR 12/5/2005
6334099592 12 MO LIBOR 12/20/2005
6341134481 12 MO LIBOR 11/23/2005
6352789488 12 MO LIBOR 12/12/2005
6356132081 12 MO LIBOR 11/14/2005
6361254292 12 MO LIBOR 11/8/2005
6382326863 12 MO LIBOR 11/21/2005
6384436314 12 MO LIBOR 11/29/2005
6386827239 12 MO LIBOR 11/4/2005
6400532567 12 MO LIBOR 12/5/2005
6400878564 12 MO LIBOR 12/19/2005
6410281734 12 MO LIBOR 12/5/2005
6421992147 12 MO LIBOR 11/28/2005
6431684171 12 MO LIBOR 11/14/2005
6440105044 12 MO LIBOR 11/16/2005
6458489942 12 MO LIBOR 11/30/2005
6463209939 12 MO LIBOR 12/13/2005
6491832652 12 MO LIBOR 12/6/2005
6492410169 12 MO LIBOR 11/3/2005
6494156810 12 MO LIBOR 12/9/2005
6523102397 12 MO LIBOR 12/9/2005
6525272289 12 MO LIBOR 12/21/2005
6528221564 12 MO LIBOR 12/16/2005
6538090850 12 MO LIBOR 12/8/2005
6541019839 12 MO LIBOR 12/12/2005
6548434965 12 MO LIBOR 12/15/2005
6567677171 12 MO LIBOR 12/13/2005
6568510579 12 MO LIBOR 12/5/2005
6577901611 12 MO LIBOR 11/21/2005
6589150983 12 MO LIBOR 11/30/2005
6605108585 12 MO LIBOR 11/29/2005
6629957728 12 MO LIBOR 12/7/2005
6636752815 12 MO LIBOR 12/16/2005
6647778734 12 MO LIBOR 12/7/2005
6648548011 12 MO LIBOR 11/23/2005
6676113480 12 MO LIBOR 12/8/2005
6694223816 12 MO LIBOR 11/8/2005
6698725816 12 MO LIBOR 11/2/2005
6699862246 12 MO LIBOR 11/17/2005
6712946737 12 MO LIBOR 11/9/2005
6724909103 12 MO LIBOR 12/9/2005
6730089353 12 MO LIBOR 12/15/2005
6736934743 12 MO LIBOR 11/23/2005
6745441698 12 MO LIBOR 12/20/2005
6760151974 12 MO LIBOR 11/21/2005
6760541646 12 MO LIBOR 12/16/2005
6763639538 12 MO LIBOR 11/25/2005
6764423031 12 MO LIBOR 11/14/2005
6825247015 12 MO LIBOR 12/2/2005
6843974608 12 MO LIBOR 11/29/2005
6872259426 12 MO LIBOR 11/29/2005
6887113634 12 MO LIBOR 11/22/2005
6892879021 12 MO LIBOR 11/7/2005
6897339237 12 MO LIBOR 12/9/2005
6917261502 12 MO LIBOR 12/14/2005
6944396115 12 MO LIBOR 12/1/2005
6945846373 12 MO LIBOR 12/1/2005
6957534891 12 MO LIBOR 12/2/2005
6973345702 12 MO LIBOR 11/15/2005
6976274230 12 MO LIBOR 11/30/2005
EXHIBIT D-5
LOAN GROUP 5 MORTGAGE LOAN SCHEDULE
D-5-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
------------------------------------------------------------------------------------------------------------------------------
6025643104 Primary SFR 360 357 80 6.125 12/1/2005 2/1/2006 11/1/2035 2,858.33 1/1/2006
6053065105 Primary SFR 360 357 80 5.75 12/1/2005 2/1/2006 11/1/2035 1,330.55 1/1/2006
6160066202 Primary SFR 360 357 80 5.875 12/1/2005 2/1/2006 11/1/2035 998.75 1/1/2006
6215672467 Secondary SFR 360 357 75 6 12/1/2005 2/1/2006 11/1/2035 1,125.00 1/1/2006
6281943065 Primary SFR 360 357 80 5.75 12/1/2005 2/1/2006 11/1/2035 2,219.50 1/1/2006
6460499459 Primary SFR 360 357 80 5.125 12/1/2005 2/1/2006 11/1/2035 922.16 1/1/2006
6326862221 Primary SFR 360 356 70 5.5 11/1/2005 2/1/2006 10/1/2035 1,764.58 1/1/2006
6543028143 Primary Condo 360 357 80 5.25 12/1/2005 2/1/2006 11/1/2035 1,676.50 1/1/2006
6884003523 Investor Condo 360 357 80 6.625 12/1/2005 2/1/2006 11/1/2035 1,417.86 1/1/2006
6001993507 Primary SFR 360 359 70.59 6.75 2/1/2006 2/1/2006 1/1/2036 1,556.64 2/1/2006
6002723192 Primary Condo 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 926.8 2/1/2006
6004938046 Primary Condo 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 652.17 1/1/2006
6007073064 Primary Condo 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 817.39 2/1/2006
6007523837 Primary PUD 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 1,006.25 2/1/2006
6010561824 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 1,031.65 2/1/2006
6011928493 Primary PUD 360 358 80 4.875 1/1/2006 2/1/2006 12/1/2035 1,215.98 1/1/2006
6013466781 Primary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 906.64 1/1/2006
6013677577 Primary Condo 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,848.75 2/1/2006
6014201344 Primary SFR 360 358 70 5.625 1/1/2006 2/1/2006 12/1/2035 2,542.97 1/1/2006
6017701720 Primary PUD 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 1,312.50 1/1/2006
6022447038 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,572.50 2/1/2006
6026179470 Primary Condo 360 358 68.09 6.625 1/1/2006 3/1/2006 12/1/2035 1,024.50 2/1/2006
6029150692 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 1,845.64 2/1/2006
6030830142 Primary SFR 360 359 75 6.25 2/1/2006 3/1/2006 1/1/2036 2,578.12 2/1/2006
6030951203 Primary SFR 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 627.6 2/1/2006
6031269464 Secondary Condo 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 1,462.50 1/1/2006
6032592690 Primary Condo 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 1,028.24 1/1/2006
6032616747 Primary Condo 360 358 80 6.125 1/1/2006 3/1/2006 12/1/2035 1,555.34 2/1/2006
6035910485 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 569.87 1/1/2006
6038573371 Primary SFR 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 617.77 1/1/2006
6039694218 Primary SFR 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,254.33 2/1/2006
6040674753 Primary Condo 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 1,457.92 2/1/2006
6042575297 Primary SFR 360 358 60.72 6.25 1/1/2006 2/1/2006 12/1/2035 1,666.67 1/1/2006
6044303268 Primary Condo 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 999.31 2/1/2006
6045076608 Primary SFR 360 359 70 6.875 2/1/2006 2/1/2006 1/1/2036 5,414.06 2/1/2006
6048463555 Primary Condo 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,144.29 2/1/2006
6048646589 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,527.88 2/1/2006
6052764401 Primary SFR 360 359 75.92 5.875 2/1/2006 2/1/2006 1/1/2036 947.83 2/1/2006
6054203937 Primary Condo 360 358 52.94 6.25 1/1/2006 2/1/2006 12/1/2035 937.5 1/1/2006
6055311879 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,223.09 2/1/2006
6055352378 Primary SFR 360 359 90 6.25 2/1/2006 2/1/2006 1/1/2036 1,208.04 2/1/2006
6056482166 Primary SFR 360 359 49.84 6.25 2/1/2006 2/1/2006 1/1/2036 812.5 2/1/2006
6056960823 Primary SFR 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 763.12 2/1/2006
6057240217 Primary SFR 360 358 75 6.125 1/1/2006 3/1/2006 12/1/2035 2,622.27 2/1/2006
6064733469 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 1,755.54 1/1/2006
6065168152 Primary SFR 360 359 59.41 6.5 2/1/2006 3/1/2006 1/1/2036 2,735.42 2/1/2006
6066971158 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 1,749.92 1/1/2006
6066996916 Primary Townhouse 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 481.76 1/1/2006
6068546362 Primary SFR 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 2,129.54 2/1/2006
6068618435 Primary PUD 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 2,261.90 2/1/2006
6068938122 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 910.18 2/1/2006
6069344635 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,031.85 2/1/2006
6072032458 Primary PUD 360 359 95 7.375 2/1/2006 2/1/2006 1/1/2036 2,790.82 2/1/2006
6077121645 Primary Condo 360 358 79.93 6.375 1/1/2006 2/1/2006 12/1/2035 570.67 1/1/2006
6082094910 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 877.85 1/1/2006
6082476554 Primary SFR 360 359 79.82 5.875 2/1/2006 3/1/2006 1/1/2036 1,606.03 2/1/2006
6083690369 Primary PUD 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,746.84 1/1/2006
6085912423 Primary Condo 360 359 80 5.125 2/1/2006 3/1/2006 1/1/2036 1,281.25 2/1/2006
6086576979 Primary PUD 360 359 65 6.375 2/1/2006 2/1/2006 1/1/2036 2,769.41 2/1/2006
6088133993 Secondary PUD 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,551.97 1/1/2006
6089270521 Secondary SFR 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 870.38 2/1/2006
6090847408 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 695.27 1/1/2006
6096944431 Primary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 1,907.54 1/1/2006
6096954596 Primary PUD 360 359 65 6.75 2/1/2006 2/1/2006 1/1/2036 4,146.19 2/1/2006
6097261017 Secondary PUD 360 359 63.83 6 2/1/2006 2/1/2006 1/1/2036 1,500.00 2/1/2006
6099116789 Primary SFR 360 359 61.54 6.125 2/1/2006 2/1/2006 1/1/2036 2,041.67 2/1/2006
6103819337 Primary SFR 360 359 80 6.625 2/1/2006 3/1/2006 1/1/2036 3,636.97 2/1/2006
6106025858 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,277.73 1/1/2006
6106094904 Primary PUD 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 655.9 2/1/2006
6108471134 Primary PUD 360 359 79.45 6 2/1/2006 2/1/2006 1/1/2036 2,185.00 2/1/2006
6113269341 Secondary Condo 360 358 77 6.75 1/1/2006 2/1/2006 12/1/2035 2,497.11 1/1/2006
6116697399 Primary Condo 360 357 80 6 12/1/2005 2/1/2006 11/1/2035 1,256.00 1/1/2006
6122429696 Primary SFR 360 359 58.31 6.125 2/1/2006 2/1/2006 1/1/2036 1,235.21 2/1/2006
6125142866 Primary Condo 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,464.83 1/1/2006
6127027487 Primary SFR 360 358 79.79 6.125 1/1/2006 2/1/2006 12/1/2035 2,339.31 1/1/2006
6137336126 Secondary Condo 360 358 75 6.25 1/1/2006 2/1/2006 12/1/2035 2,812.50 1/1/2006
6139889726 Primary Condo 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,841.75 2/1/2006
6140274397 Primary Townhouse 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 1,331.25 2/1/2006
6142051736 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,175.00 2/1/2006
6142905261 Primary SFR 360 358 79.26 6 1/1/2006 3/1/2006 12/1/2035 1,031.23 2/1/2006
6143096078 Primary Condo 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 488.52 2/1/2006
6146539488 Primary PUD 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,666.27 1/1/2006
6150695150 Primary SFR 360 358 80 5.5 1/1/2006 2/1/2006 12/1/2035 2,053.33 1/1/2006
6153582199 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 580 2/1/2006
6155788026 Primary Condo 360 359 72.29 6.75 2/1/2006 2/1/2006 1/1/2036 1,945.80 2/1/2006
6159115051 Primary SFR 360 358 50 6.5 1/1/2006 2/1/2006 12/1/2035 4,604.17 1/1/2006
6159499737 Primary PUD 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 2,564.78 1/1/2006
6159979134 Primary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 1,991.57 1/1/2006
6160578487 Primary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 780 1/1/2006
6168488655 Investor Condo 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 867.15 2/1/2006
6174321429 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,351.58 2/1/2006
6175411351 Primary SFR 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 1,008.33 2/1/2006
6176575204 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 714.85 2/1/2006
6178706948 Primary PUD 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 1,822.64 2/1/2006
6179324766 Primary Condo 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 790.83 2/1/2006
6181265908 Primary PUD 360 358 80 5.25 1/1/2006 2/1/2006 12/1/2035 735 1/1/2006
6183716098 Primary SFR 360 359 75 6.25 2/1/2006 2/1/2006 1/1/2036 1,570.08 2/1/2006
6185537336 Secondary Condo 360 359 70 6.875 2/1/2006 2/1/2006 1/1/2036 1,423.70 2/1/2006
6186406564 Primary Townhouse 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 615.72 2/1/2006
6186558455 Primary Condo 360 358 80 5.5 1/1/2006 3/1/2006 12/1/2035 1,796.30 2/1/2006
6188136177 Secondary PUD 360 359 79.55 5.875 2/1/2006 2/1/2006 1/1/2036 917.6 2/1/2006
6198863760 Secondary Condo 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,182.48 2/1/2006
6200679196 Primary Condo 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 1,354.50 1/1/2006
6203262560 Primary SFR 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 1,496.25 1/1/2006
6206630672 Primary PUD 360 358 80 5.625 1/1/2006 3/1/2006 12/1/2035 1,034.63 2/1/2006
6208089844 Primary PUD 360 357 80 5.375 12/1/2005 2/1/2006 11/1/2035 1,055.01 1/1/2006
6209607875 Secondary PUD 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 1,255.01 1/1/2006
6210260300 Primary SFR 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 440 2/1/2006
6214206580 Investor SFR 360 359 49.21 7.125 2/1/2006 3/1/2006 1/1/2036 1,001.15 2/1/2006
6216246188 Primary PUD 360 358 70 6.25 1/1/2006 2/1/2006 12/1/2035 1,407.29 1/1/2006
6216448792 Primary SFR 360 359 70.86 7.375 2/1/2006 3/1/2006 1/1/2036 2,275.78 2/1/2006
6223260487 Primary Condo 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 1,457.92 2/1/2006
6224623030 Secondary PUD 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,313.86 2/1/2006
6225176376 Primary SFR 360 359 30.51 6.5 2/1/2006 3/1/2006 1/1/2036 568.87 2/1/2006
6225243432 Primary Condo 360 358 80 6.875 1/1/2006 2/1/2006 12/1/2035 1,122.92 1/1/2006
6225825931 Primary SFR 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,767.55 2/1/2006
6226466040 Primary SFR 360 358 54.78 6.5 1/1/2006 2/1/2006 12/1/2035 2,329.17 1/1/2006
6229216046 Primary SFR 360 358 79.13 6 1/1/2006 3/1/2006 12/1/2035 454.63 2/1/2006
6229873200 Primary Townhouse 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,943.14 2/1/2006
6232950789 Primary PUD 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 696 2/1/2006
6233697116 Primary SFR 360 359 59.66 5.625 2/1/2006 2/1/2006 1/1/2036 2,627.28 2/1/2006
6247877662 Primary SFR 360 358 64.14 5.875 1/1/2006 2/1/2006 12/1/2035 4,631.46 1/1/2006
6248127653 Primary Condo 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 768.6 1/1/2006
6249152510 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,180.00 2/1/2006
6251036486 Primary PUD 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 3,637.83 2/1/2006
6253501685 Primary SFR 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 390.6 2/1/2006
6253685520 Investor Condo 360 359 46.74 6.625 2/1/2006 2/1/2006 1/1/2036 1,225.62 2/1/2006
6253877713 Primary Condo 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 1,402.46 2/1/2006
6257345725 Primary PUD 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 739.7 2/1/2006
6260258816 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 791.84 2/1/2006
6266118527 Investor 2-Family 360 358 75 5.75 1/1/2006 2/1/2006 12/1/2035 196.96 1/1/2006
6266623955 Primary Townhouse 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 1,538.33 2/1/2006
6268524284 Primary SFR 360 359 80 7 2/1/2006 2/1/2006 1/1/2036 700 2/1/2006
6270377192 Investor SFR 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 1,130.64 2/1/2006
6277029788 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 775 2/1/2006
6277650948 Primary PUD 360 358 70 6 1/1/2006 2/1/2006 12/1/2035 2,869.65 1/1/2006
6277998602 Investor Condo 360 358 75 6.875 1/1/2006 2/1/2006 12/1/2035 812.76 1/1/2006
6278215220 Primary SFR 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 2,002.50 2/1/2006
6280740603 Primary PUD 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 1,310.75 1/1/2006
6281514932 Primary SFR 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 517.5 1/1/2006
6282543518 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 589.62 1/1/2006
6284123368 Primary Condo 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 727.6 2/1/2006
6290525614 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 1,791.67 2/1/2006
6291729157 Primary Condo 360 358 79.99 6.625 1/1/2006 2/1/2006 12/1/2035 726.76 1/1/2006
6292271522 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 804.42 2/1/2006
6294456865 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 812.58 1/1/2006
6295643784 Primary PUD 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 2,134.95 2/1/2006
6295742842 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 1,274.58 2/1/2006
6296326348 Primary SFR 360 358 80 5.25 1/1/2006 2/1/2006 12/1/2035 583.72 1/1/2006
6301699580 Primary SFR 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 1,642.50 2/1/2006
6302430217 Primary Condo 360 358 79.92 6.25 1/1/2006 3/1/2006 12/1/2035 518.23 2/1/2006
6302914954 Investor SFR 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 947.67 1/1/2006
6304941880 Primary SFR 360 358 80 4.75 1/1/2006 3/1/2006 12/1/2035 2,279.65 2/1/2006
6307834231 Secondary Condo 360 358 75 6.5 1/1/2006 2/1/2006 12/1/2035 1,170.44 1/1/2006
6310715922 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 1,031.65 2/1/2006
6310948101 Primary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 3,940.00 1/1/2006
6313116698 Primary PUD 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 1,135.83 2/1/2006
6313645142 Primary Condo 360 358 79.86 5.75 1/1/2006 2/1/2006 12/1/2035 881.67 1/1/2006
6315131356 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 2,125.00 2/1/2006
6315370905 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,051.30 2/1/2006
6316888384 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 783.77 2/1/2006
6319723679 Primary Condo 360 358 80 6.75 1/1/2006 3/1/2006 12/1/2035 1,530.00 2/1/2006
6321229020 Primary SFR 360 358 80 5.5 1/1/2006 2/1/2006 12/1/2035 726.77 1/1/2006
6322837136 Primary SFR 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 2,396.68 1/1/2006
6324099032 Primary Condo 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 1,660.42 2/1/2006
6324181624 Primary SFR 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 1,635.35 2/1/2006
6324462453 Primary SFR 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 3,937.50 2/1/2006
6328315962 Secondary Condo 360 359 75 6.5 2/1/2006 3/1/2006 1/1/2036 1,157.81 2/1/2006
6329091265 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 1,796.67 2/1/2006
6332933313 Secondary SFR 360 359 80 7 2/1/2006 2/1/2006 1/1/2036 1,473.24 2/1/2006
6333364427 Primary PUD 360 358 70 6.375 1/1/2006 3/1/2006 12/1/2035 2,562.22 2/1/2006
6334061253 Primary Condo 360 358 80 5 1/1/2006 3/1/2006 12/1/2035 950 2/1/2006
6334634489 Primary PUD 360 358 80 5.125 1/1/2006 4/1/2006 12/1/2035 1,876.24 3/1/2006
6335614944 Secondary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 958.33 2/1/2006
6339975085 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 930.21 1/1/2006
6341707740 Primary Condo 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 691.02 2/1/2006
6342157358 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 2,150.25 1/1/2006
6349696960 Primary SFR 360 359 75 5.75 2/1/2006 2/1/2006 1/1/2036 6,253.13 2/1/2006
6350192818 Primary Condo 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 603 2/1/2006
6352661778 Primary SFR 360 359 43.14 6.25 2/1/2006 2/1/2006 1/1/2036 916.67 2/1/2006
6355796662 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 2,702.50 1/1/2006
6356073640 Primary PUD 360 359 62.93 6 2/1/2006 2/1/2006 1/1/2036 1,782.24 2/1/2006
6360694589 Primary PUD 360 358 80 6.625 1/1/2006 3/1/2006 12/1/2035 1,302.92 2/1/2006
6361301226 Primary SFR 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 687.5 2/1/2006
6365150983 Primary SFR 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 876.22 2/1/2006
6372052396 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 916.17 2/1/2006
6372150984 Primary Condo 360 358 80 4.875 1/1/2006 2/1/2006 12/1/2035 851.5 1/1/2006
6373179941 Primary SFR 360 359 67.69 6.75 2/1/2006 3/1/2006 1/1/2036 1,485.00 2/1/2006
6375507180 Secondary Townhouse 360 358 75 6.25 1/1/2006 2/1/2006 12/1/2035 859.37 1/1/2006
6378837527 Primary PUD 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 707.71 1/1/2006
6380778263 Primary SFR 360 358 80 6.125 1/1/2006 3/1/2006 12/1/2035 980 2/1/2006
6381149175 Primary Condo 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 2,036.67 2/1/2006
6387367888 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 2,146.25 2/1/2006
6389640084 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 920.84 1/1/2006
6390393707 Investor PUD 360 359 75 6.125 2/1/2006 2/1/2006 1/1/2036 724.58 2/1/2006
6393589848 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 531.6 1/1/2006
6394953555 Primary Condo 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 659.51 1/1/2006
6399274338 Primary PUD 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 896.95 2/1/2006
6403236638 Primary Condo 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 1,510.83 2/1/2006
6404966522 Primary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 1,606.34 1/1/2006
6408285952 Primary PUD 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 935 2/1/2006
6409213284 Investor SFR 360 358 69.57 6.5 1/1/2006 2/1/2006 12/1/2035 2,528.28 1/1/2006
6409781603 Primary PUD 360 359 62.8 6.25 2/1/2006 2/1/2006 1/1/2036 3,385.42 2/1/2006
6410615956 Primary SFR 360 358 74.81 6.5 1/1/2006 2/1/2006 12/1/2035 1,053.54 1/1/2006
6410718396 Secondary SFR 360 358 74.94 6.625 1/1/2006 2/1/2006 12/1/2035 5,320.70 1/1/2006
6416731492 Primary Condo 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 547.5 1/1/2006
6425443709 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 738.87 2/1/2006
6425995666 Primary PUD 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 2,097.71 2/1/2006
6426243793 Primary Condo 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 460.53 2/1/2006
6427028458 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,527.50 1/1/2006
6427317281 Investor SFR 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,839.41 2/1/2006
6429761023 Primary SFR 360 358 49.72 6.375 1/1/2006 2/1/2006 12/1/2035 2,483.06 1/1/2006
6431385480 Primary SFR 360 359 57.61 5.75 2/1/2006 3/1/2006 1/1/2036 4,480.21 2/1/2006
6433809438 Primary PUD 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 1,739.60 2/1/2006
6435436974 Investor Condo 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 657.36 2/1/2006
6440536552 Investor 2-Family 360 358 75 7.375 1/1/2006 2/1/2006 12/1/2035 1,217.32 1/1/2006
6441168322 Primary SFR 360 358 80 6.75 1/1/2006 3/1/2006 12/1/2035 2,283.07 2/1/2006
6444133059 Primary PUD 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 2,051.05 1/1/2006
6456415048 Secondary Condo 360 358 64.68 5.625 1/1/2006 2/1/2006 12/1/2035 5,985.94 1/1/2006
6456638375 Primary SFR 360 359 44.36 5.875 2/1/2006 3/1/2006 1/1/2036 1,259.70 2/1/2006
6458382048 Primary SFR 360 358 26.93 5.875 1/1/2006 2/1/2006 12/1/2035 414.08 1/1/2006
6460236182 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,654.17 1/1/2006
6461742444 Secondary SFR 360 359 49.12 6.625 2/1/2006 2/1/2006 1/1/2036 4,482.18 2/1/2006
6462058790 Primary SFR 360 358 80 5.5 1/1/2006 2/1/2006 12/1/2035 2,181.67 1/1/2006
6462252161 Primary SFR 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 854.17 2/1/2006
6463476140 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,636.25 2/1/2006
6467012578 Primary PUD 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 1,980.42 2/1/2006
6469488628 Secondary Condo 360 359 78.56 6.5 2/1/2006 3/1/2006 1/1/2036 654.88 2/1/2006
6471603107 Primary SFR 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 658.81 2/1/2006
6472887063 Secondary SFR 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 287.79 2/1/2006
6473216023 Primary SFR 360 358 80 6.125 1/1/2006 3/1/2006 12/1/2035 1,085.44 2/1/2006
6473302278 Primary PUD 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 1,214.17 2/1/2006
6473584230 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,200.00 2/1/2006
6473643879 Secondary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 6,979.17 2/1/2006
6473918768 Secondary SFR 360 356 70 5.5 11/1/2005 2/1/2006 10/1/2035 545.26 1/1/2006
6475321888 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 558.07 2/1/2006
6477546300 Investor SFR 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,996.54 2/1/2006
6478023358 Primary Condo 360 358 79.38 6.25 1/1/2006 2/1/2006 12/1/2035 1,984.37 1/1/2006
6478548933 Primary PUD 360 358 80 5.5 1/1/2006 2/1/2006 12/1/2035 781.28 1/1/2006
6481161005 Primary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 3,776.00 1/1/2006
6486041939 Primary Condo 360 358 80 5.75 1/1/2006 3/1/2006 12/1/2035 1,111.67 2/1/2006
6487241918 Primary SFR 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 732.17 1/1/2006
6489909116 Primary SFR 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,792.88 2/1/2006
6494954073 Secondary Condo 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,297.16 2/1/2006
6494958868 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,533.86 1/1/2006
6495179316 Primary PUD 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 1,381.58 2/1/2006
6504743482 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 1,377.24 2/1/2006
6514972519 Primary SFR 360 359 78.74 6.125 2/1/2006 2/1/2006 1/1/2036 2,552.08 2/1/2006
6518104911 Primary Condo 360 358 80 6.875 1/1/2006 3/1/2006 12/1/2035 1,420.38 2/1/2006
6520573863 Primary PUD 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 697.96 1/1/2006
6520781631 Primary Condo 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 1,054.17 1/1/2006
6520816395 Primary SFR 360 358 69.77 6.5 1/1/2006 2/1/2006 12/1/2035 3,250.00 1/1/2006
6520859015 Investor SFR 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 713.74 2/1/2006
6521084407 Primary PUD 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,579.83 2/1/2006
6521781648 Secondary Condo 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,260.53 2/1/2006
6524542658 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 825.96 1/1/2006
6525882947 Primary Condo 360 358 80 5.5 1/1/2006 3/1/2006 12/1/2035 1,642.79 2/1/2006
6526337412 Primary Condo 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 944.08 1/1/2006
6527831645 Primary SFR 360 359 78.78 6.25 2/1/2006 2/1/2006 1/1/2036 1,718.75 2/1/2006
6528906461 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 500 1/1/2006
6529070895 Primary PUD 360 358 68.81 5.625 1/1/2006 2/1/2006 12/1/2035 2,032.03 1/1/2006
6530473054 Primary SFR 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 808.25 2/1/2006
6530752101 Primary SFR 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 2,088.75 1/1/2006
6533328313 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,878.33 2/1/2006
6533511256 Primary SFR 360 358 80 6.125 1/1/2006 3/1/2006 12/1/2035 595.92 2/1/2006
6538571271 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,440.00 2/1/2006
6542557647 Primary SFR 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 1,399.17 2/1/2006
6547685229 Primary Condo 360 359 75 6.375 2/1/2006 2/1/2006 1/1/2036 2,848.83 2/1/2006
6548774782 Secondary Condo 360 358 65 6.25 1/1/2006 2/1/2006 12/1/2035 2,268.23 1/1/2006
6550346412 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,115.37 2/1/2006
6564630819 Primary Condo 360 359 79.37 5.5 2/1/2006 3/1/2006 1/1/2036 3,437.50 2/1/2006
6572384383 Primary PUD 360 359 80 7 2/1/2006 2/1/2006 1/1/2036 606.76 2/1/2006
6572512272 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 2,148.38 2/1/2006
6575681629 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 1,721.89 2/1/2006
6577821033 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 865.73 1/1/2006
6578069582 Primary Condo 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 1,305.33 1/1/2006
6578235043 Investor Condo 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,077.37 2/1/2006
6578469519 Secondary SFR 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 3,520.83 2/1/2006
6581359426 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 1,015.75 2/1/2006
6583633349 Primary SFR 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 875 2/1/2006
6589516027 Primary SFR 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 781.99 1/1/2006
6590117617 Primary Condo 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 1,200.83 2/1/2006
6591315434 Primary Condo 360 358 80 5.625 1/1/2006 3/1/2006 12/1/2035 913.69 2/1/2006
6592585845 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 701.23 1/1/2006
6593282418 Primary SFR 360 358 79.62 6.25 1/1/2006 2/1/2006 12/1/2035 1,034.16 1/1/2006
6594623362 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,460.37 2/1/2006
6594630441 Secondary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 2,054.68 1/1/2006
6596911104 Secondary Condo 360 359 79.49 7.25 2/1/2006 2/1/2006 1/1/2036 1,057.38 2/1/2006
6601310144 Primary SFR 360 359 65 5.375 2/1/2006 5/1/2006 1/1/2036 3,346.70 4/1/2006
6601423723 Primary SFR 360 359 79.96 5.75 2/1/2006 3/1/2006 1/1/2036 1,617.67 2/1/2006
6603720415 Primary SFR 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 805 1/1/2006
6605022281 Primary PUD 360 359 74.75 6.625 2/1/2006 3/1/2006 1/1/2036 3,284.90 2/1/2006
6605817326 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 2,552.08 2/1/2006
6608916067 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,677.47 2/1/2006
6609528796 Investor SFR 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 2,601.44 2/1/2006
6610842301 Primary SFR 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 1,772.26 2/1/2006
6615752992 Secondary Condo 360 359 79.99 6.875 2/1/2006 2/1/2006 1/1/2036 934.43 2/1/2006
6620002631 Primary SFR 360 358 70 6 1/1/2006 2/1/2006 12/1/2035 1,820.00 1/1/2006
6624810351 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 2,458.33 1/1/2006
6625437626 Secondary PUD 360 358 48.01 5.875 1/1/2006 2/1/2006 12/1/2035 347.88 1/1/2006
6625450306 Primary SFR 360 359 78.55 6.625 2/1/2006 2/1/2006 1/1/2036 2,385.00 2/1/2006
6627361055 Primary SFR 360 359 75 6 2/1/2006 2/1/2006 1/1/2036 2,433.75 2/1/2006
6628025170 Primary Condo 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,029.69 2/1/2006
6629581213 Primary SFR 360 359 74.71 6.5 2/1/2006 3/1/2006 1/1/2036 4,061.04 2/1/2006
6630563051 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 3,168.00 1/1/2006
6632310469 Secondary PUD 360 358 75 5.875 1/1/2006 2/1/2006 12/1/2035 910.26 1/1/2006
6632875503 Secondary SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 1,863.58 1/1/2006
6641204182 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 2,192.52 2/1/2006
6641309791 Primary SFR 360 359 80 6.25 2/1/2006 8/1/2006 1/1/2036 2,120.83 7/1/2006
6647628905 Primary Condo 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 979.17 1/1/2006
6648779160 Primary SFR 360 358 68.15 6.125 1/1/2006 2/1/2006 12/1/2035 2,347.92 1/1/2006
6651926716 Primary Condo 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 1,277.90 2/1/2006
6657378177 Secondary Condo 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 901.33 2/1/2006
6659601543 Primary PUD 360 359 79.71 5.5 2/1/2006 2/1/2006 1/1/2036 1,071.12 2/1/2006
6661149804 Primary PUD 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,368.33 1/1/2006
6661182979 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 858.45 2/1/2006
6662272803 Primary SFR 360 358 80 5.75 1/1/2006 3/1/2006 12/1/2035 867.89 2/1/2006
6664257752 Primary Condo 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 252.08 2/1/2006
6668540195 Primary SFR 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 1,108.30 2/1/2006
6668724096 Primary PUD 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 1,076.00 2/1/2006
6669276781 Primary Condo 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 1,312.50 1/1/2006
6673311509 Primary SFR 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 2,853.84 2/1/2006
6674442089 Primary SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 953.33 1/1/2006
6675126533 Primary SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 1,243.67 1/1/2006
6676639716 Investor Townhouse 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 666.71 2/1/2006
6678185379 Primary SFR 360 359 71.74 6.125 2/1/2006 3/1/2006 1/1/2036 802.05 2/1/2006
6679792074 Primary PUD 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 980 2/1/2006
6680817530 Primary Condo 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 2,381.33 1/1/2006
6681797392 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 1,332.37 1/1/2006
6681864424 Primary SFR 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 1,462.50 1/1/2006
6685160472 Primary Condo 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 1,968.75 2/1/2006
6689962378 Primary SFR 360 359 80 5.875 2/1/2006 3/1/2006 1/1/2036 1,253.33 2/1/2006
6690894263 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,033.08 2/1/2006
6693964238 Primary Condo 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 1,329.46 2/1/2006
6694423127 Primary PUD 360 358 80 5.5 1/1/2006 2/1/2006 12/1/2035 964.33 1/1/2006
6694799146 Secondary Condo 360 359 70.69 5.5 2/1/2006 2/1/2006 1/1/2036 1,879.17 2/1/2006
6698781470 Investor Condo 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 824.22 2/1/2006
6700353342 Primary Condo 360 359 79.99 6.25 2/1/2006 3/1/2006 1/1/2036 1,207.81 2/1/2006
6703211513 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 964.75 1/1/2006
6704023123 Investor Condo 360 358 75 7.375 1/1/2006 2/1/2006 12/1/2035 2,020.23 1/1/2006
6705289202 Primary PUD 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 1,219.37 2/1/2006
6705657333 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,946.58 2/1/2006
6706284897 Primary Condo 360 358 65.93 6.125 1/1/2006 2/1/2006 12/1/2035 942.23 1/1/2006
6707063316 Primary PUD 360 359 80 5.625 2/1/2006 3/1/2006 1/1/2036 937.13 2/1/2006
6710348910 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 910.84 2/1/2006
6714158158 Investor SFR 360 358 80 7 1/1/2006 3/1/2006 12/1/2035 452.41 2/1/2006
6715292956 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 1,972.25 1/1/2006
6716062572 Primary PUD 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 636.59 2/1/2006
6723251366 Primary PUD 360 359 79.24 6.75 2/1/2006 2/1/2006 1/1/2036 1,073.81 2/1/2006
6724742132 Primary Condo 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 931.23 2/1/2006
6730258545 Primary SFR 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 1,314.71 2/1/2006
6731055650 Primary Condo 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 913.75 1/1/2006
6736474278 Investor Condo 360 359 80 7.5 2/1/2006 2/1/2006 1/1/2036 850.19 2/1/2006
6739182670 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 509.17 1/1/2006
6739854633 Primary SFR 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 2,624.81 2/1/2006
6741706979 Primary SFR 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 2,050.83 1/1/2006
6742286708 Primary PUD 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 970.86 2/1/2006
6743473081 Primary PUD 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 766.15 1/1/2006
6745069903 Secondary PUD 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 1,274.40 2/1/2006
6745987120 Primary PUD 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,445.00 1/1/2006
6746150181 Investor PUD 360 359 80 7.5 2/1/2006 2/1/2006 1/1/2036 1,735.62 2/1/2006
6746823720 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 1,015.93 1/1/2006
6754658612 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,656.31 1/1/2006
6758810847 Primary Condo 360 358 71.59 6.75 1/1/2006 3/1/2006 12/1/2035 354.38 2/1/2006
6759743476 Primary Condo 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 1,605.83 2/1/2006
6761192449 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 1,748.64 1/1/2006
6761377883 Primary PUD 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 1,104.17 1/1/2006
6761885554 Primary SFR 360 359 80 6.625 2/1/2006 3/1/2006 1/1/2036 1,457.46 2/1/2006
6764333529 Primary SFR 360 359 67.31 5.75 2/1/2006 2/1/2006 1/1/2036 1,341.67 2/1/2006
6764610322 Primary Condo 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 654.83 1/1/2006
6767582197 Primary Condo 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 1,741.10 2/1/2006
6770926563 Investor SFR 360 359 70 6.875 2/1/2006 3/1/2006 1/1/2036 340.29 2/1/2006
6772666068 Primary SFR 360 359 80 5.625 2/1/2006 2/1/2006 1/1/2036 2,193.75 2/1/2006
6774536079 Primary SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 858 1/1/2006
6775133074 Primary Condo 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,292.50 2/1/2006
6776818632 Primary SFR 360 358 75 5.625 1/1/2006 3/1/2006 12/1/2035 777.52 2/1/2006
6778098233 Secondary PUD 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 872.68 1/1/2006
6779667341 Primary SFR 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 900.83 2/1/2006
6781479990 Primary 2-Family 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 3,201.56 2/1/2006
6789044945 Primary 2-Family 360 358 44.52 6 1/1/2006 2/1/2006 12/1/2035 1,625.00 1/1/2006
6789124473 Primary SFR 360 359 90 6.125 2/1/2006 2/1/2006 1/1/2036 1,217.34 2/1/2006
6789299168 Primary PUD 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 1,034.62 1/1/2006
6789372569 Primary PUD 360 358 60 6.875 1/1/2006 2/1/2006 12/1/2035 1,856.25 1/1/2006
6790731829 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,617.00 2/1/2006
6791060384 Secondary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,426.59 2/1/2006
6791415729 Primary Condo 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,702.68 2/1/2006
6791664276 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 940 2/1/2006
6799046427 Primary SFR 360 358 80 5.5 1/1/2006 2/1/2006 12/1/2035 2,486.00 1/1/2006
6800564822 Primary Condo 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,385.36 2/1/2006
6801293413 Primary SFR 360 359 80 6.875 2/1/2006 3/1/2006 1/1/2036 962.5 2/1/2006
6802280054 Primary SFR 360 359 69.83 5.875 2/1/2006 3/1/2006 1/1/2036 2,271.51 2/1/2006
6804260666 Primary Townhouse 360 358 80 5.75 1/1/2006 3/1/2006 12/1/2035 803.08 2/1/2006
6804520036 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 2,126.14 1/1/2006
6804930490 Investor PUD 360 358 65 5.75 1/1/2006 3/1/2006 12/1/2035 2,541.46 2/1/2006
6814189715 Primary Condo 360 358 46.5 5.375 1/1/2006 2/1/2006 12/1/2035 2,082.81 1/1/2006
6823732489 Primary SFR 360 359 80 6.875 2/1/2006 3/1/2006 1/1/2036 591.25 2/1/2006
6825365320 Secondary Condo 360 359 70 6.75 2/1/2006 4/1/2006 1/1/2036 1,417.50 3/1/2006
6825405977 Primary Condo 360 359 79.99 6.5 2/1/2006 3/1/2006 1/1/2036 948.57 2/1/2006
6827050052 Secondary SFR 360 359 75 6.25 2/1/2006 3/1/2006 1/1/2036 1,718.75 2/1/2006
6831228314 Primary PUD 360 358 80 5.75 1/1/2006 3/1/2006 12/1/2035 1,360.77 2/1/2006
6834447655 Primary SFR 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 1,687.50 1/1/2006
6835450427 Secondary PUD 360 358 75 6.125 1/1/2006 2/1/2006 12/1/2035 1,864.30 1/1/2006
6836599701 Primary SFR 360 359 67.24 6 2/1/2006 3/1/2006 1/1/2036 1,180.00 2/1/2006
6836836111 Investor Condo 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 975.92 1/1/2006
6837406047 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 2,192.17 2/1/2006
6839152789 Primary SFR 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 1,117.98 2/1/2006
6841101733 Primary PUD 360 359 80 5.125 2/1/2006 2/1/2006 1/1/2036 905.42 2/1/2006
6841203745 Primary SFR 360 358 80 5.25 1/1/2006 3/1/2006 12/1/2035 864.5 2/1/2006
6842935014 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,350.00 2/1/2006
6844056256 Primary PUD 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 752.3 2/1/2006
6844243474 Primary SFR 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 2,635.42 2/1/2006
6845857777 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 1,225.73 1/1/2006
6846062914 Investor SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 5,051.49 1/1/2006
6846529680 Primary Condo 360 359 61.47 5.625 2/1/2006 2/1/2006 1/1/2036 2,736.09 2/1/2006
6848373665 Primary SFR 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 738.88 2/1/2006
6851087848 Secondary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,796.25 1/1/2006
6852109161 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,276.83 1/1/2006
6857128265 Primary Condo 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 1,287.50 1/1/2006
6860207783 Primary PUD 360 358 80 5.5 1/1/2006 2/1/2006 12/1/2035 1,008.33 1/1/2006
6861653621 Secondary SFR 360 358 75 6 1/1/2006 2/1/2006 12/1/2035 1,154.02 1/1/2006
6865033507 Primary Condo 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 2,989.45 2/1/2006
6866243832 Investor SFR 360 359 80 6.875 2/1/2006 3/1/2006 1/1/2036 118.65 2/1/2006
6867040146 Primary SFR 360 359 78.67 5.875 2/1/2006 3/1/2006 1/1/2036 1,444.27 2/1/2006
6867276864 Primary Condo 360 359 65.79 6.375 2/1/2006 2/1/2006 1/1/2036 1,328.13 2/1/2006
6869635794 Primary PUD 360 358 80 5.375 1/1/2006 2/1/2006 12/1/2035 490.92 1/1/2006
6871912561 Primary Condo 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 882 2/1/2006
6874220749 Primary SFR 360 359 80 6.875 2/1/2006 3/1/2006 1/1/2036 472.08 2/1/2006
6875019090 Primary Townhouse 360 358 80 6.125 1/1/2006 3/1/2006 12/1/2035 2,576.22 2/1/2006
6875209212 Primary SFR 360 358 64.29 5.75 1/1/2006 2/1/2006 12/1/2035 1,293.75 1/1/2006
6876666857 Primary Condo 360 359 61.12 6.125 2/1/2006 2/1/2006 1/1/2036 2,886.15 2/1/2006
6880483018 Primary PUD 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 854.17 2/1/2006
6883759265 Investor Townhouse 360 359 70 6.625 2/1/2006 2/1/2006 1/1/2036 594.79 2/1/2006
6884790442 Primary 2-Family 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 4,590.34 2/1/2006
6885676780 Primary Condo 360 358 79.91 5.75 1/1/2006 2/1/2006 12/1/2035 2,192.67 1/1/2006
6888839450 Primary SFR 360 358 67.44 5.125 1/1/2006 2/1/2006 12/1/2035 6,192.71 1/1/2006
6890419762 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 604.33 2/1/2006
6892314748 Investor SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 663.52 1/1/2006
6894595864 Primary PUD 360 359 80 5.375 2/1/2006 2/1/2006 1/1/2036 1,123.21 2/1/2006
6895908637 Primary Condo 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 3,087.33 2/1/2006
6896833214 Primary Condo 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 2,259.75 2/1/2006
6897891112 Primary SFR 360 358 79.67 6.25 1/1/2006 2/1/2006 12/1/2035 1,628.52 1/1/2006
6900218972 Secondary PUD 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 1,260.00 1/1/2006
6906884819 Primary PUD 360 359 79.99 6 2/1/2006 2/1/2006 1/1/2036 2,123.75 2/1/2006
6913431711 Secondary SFR 360 358 75 6.625 1/1/2006 2/1/2006 12/1/2035 1,387.11 1/1/2006
6916000158 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 915.32 2/1/2006
6917858679 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 626.67 2/1/2006
6924780593 Investor Condo 360 358 70.72 6.125 1/1/2006 3/1/2006 12/1/2035 956.99 2/1/2006
6925859362 Secondary PUD 360 358 75 6.375 1/1/2006 3/1/2006 12/1/2035 1,195.31 2/1/2006
6926384683 Primary SFR 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 3,270.00 1/1/2006
6926517225 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 891.56 1/1/2006
6927009966 Primary Condo 360 355 80 5.625 10/1/2005 2/1/2006 9/1/2035 481.54 1/1/2006
6929514807 Investor PUD 360 358 80 6.875 1/1/2006 3/1/2006 12/1/2035 860.06 2/1/2006
6932562355 Primary PUD 360 358 75.24 5.625 1/1/2006 3/1/2006 12/1/2035 1,804.69 2/1/2006
6935788114 Investor Condo 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,177.66 2/1/2006
6937262373 Primary Condo 360 358 80 6.75 1/1/2006 2/1/2006 12/1/2035 777.8 1/1/2006
6938963037 Investor Townhouse 360 359 75 6.875 2/1/2006 3/1/2006 1/1/2036 605.86 2/1/2006
6938968630 Primary PUD 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 695.5 2/1/2006
6939728561 Primary Condo 360 359 80 6.875 2/1/2006 2/1/2006 1/1/2036 2,343.93 2/1/2006
6944326104 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 615.13 2/1/2006
6950157310 Primary SFR 360 356 84.87 5.875 11/1/2005 2/1/2006 10/1/2035 773.11 1/1/2006
6958207729 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 1,400.58 2/1/2006
6959510766 Primary Condo 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,686.95 2/1/2006
6962957160 Primary PUD 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 3,719.80 2/1/2006
6962994221 Secondary PUD 360 358 75 5.75 1/1/2006 3/1/2006 12/1/2035 817.58 2/1/2006
6964543315 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 1,510.83 1/1/2006
6968069929 Primary PUD 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 1,056.58 2/1/2006
6968569647 Primary SFR 360 358 66.13 6 1/1/2006 2/1/2006 12/1/2035 1,025.00 1/1/2006
6969304697 Primary SFR 360 358 80 5.625 1/1/2006 2/1/2006 12/1/2035 669.38 1/1/2006
6970108483 Primary SFR 360 358 90 5.875 1/1/2006 2/1/2006 12/1/2035 771.96 1/1/2006
6970947302 Investor PUD 360 359 39.68 6.375 2/1/2006 2/1/2006 1/1/2036 623.87 2/1/2006
6975556066 Investor Condo 360 358 80 7.625 1/1/2006 3/1/2006 12/1/2035 701.57 2/1/2006
6976064201 Primary Townhouse 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,547.00 1/1/2006
6980459843 Investor SFR 360 358 70 6.25 1/1/2006 2/1/2006 12/1/2035 612.03 1/1/2006
6981172403 Primary PUD 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 529.89 2/1/2006
6982031699 Investor 3-Family 360 359 70 7.375 2/1/2006 2/1/2006 1/1/2036 3,021.71 2/1/2006
6986370523 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 2,741.27 1/1/2006
6987774707 Secondary Condo 360 359 65.07 6.5 2/1/2006 2/1/2006 1/1/2036 514.57 2/1/2006
6987858732 Primary PUD 360 358 80 5.625 1/1/2006 3/1/2006 12/1/2035 1,773.45 2/1/2006
6989370728 Primary SFR 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 1,136.67 2/1/2006
6989435307 Primary PUD 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 2,036.13 2/1/2006
6990052547 Primary SFR 360 359 80 5.625 2/1/2006 3/1/2006 1/1/2036 1,143.75 2/1/2006
6992365947 Primary Condo 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 806.52 2/1/2006
6998588633 Primary PUD 360 358 79.8 6.25 1/1/2006 2/1/2006 12/1/2035 1,650.90 1/1/2006
6998746827 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 1,060.00 1/1/2006
6054071243 Primary PUD 360 358 24.8 4.625 1/1/2006 3/1/2006 12/1/2035 2,389.58 2/1/2006
6579949444 Primary SFR 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 3,995.83 2/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE
-----------------------------------------------------------------------------------------------------
6025643104 560,000.00 560,000.00 Purchase Standard 700,000.00 11/1/2010
6053065105 228,000.00 227,282.42 Purchase Stated Income 286,500.00 11/1/2010
6160066202 204,000.00 203,978.41 Purchase Standard 255,000.00 11/1/2010
6215672467 225,000.00 225,000.00 Purchase Stated Income 305,000.00 11/1/2010
6281943065 463,200.00 463,200.00 Purchase Stated Income 579,000.00 11/1/2010
6460499459 215,920.00 215,920.00 Purchase Standard 275,000.00 11/1/2010
6326862221 385,000.00 385,000.00 C/O Refi Unknown 550,000.00 10/1/2010
6543028143 383,200.00 383,200.00 Purchase Standard 479,000.00 11/1/2010
6884003523 221,432.00 220,842.65 Purchase Stated Income 295,000.00 11/1/2010
6001993507 240,000.00 239,793.36 C/O Refi Stated 340,000.00 1/1/2011
6002723192 185,360.00 185,360.00 Purchase Standard 232,000.00 1/1/2011
6004938046 120,400.00 120,400.00 Purchase Standard 150,500.00 12/1/2010
6007073064 143,960.00 143,802.43 Purchase Standard 179,950.00 1/1/2011
6007523837 210,000.00 210,000.00 Purchase Standard 263,000.00 1/1/2011
6010561824 174,400.00 174,038.72 Purchase Standard 230,000.00 12/1/2010
6011928493 299,317.00 299,317.00 Purchase Standard 390,000.00 12/1/2010
6013466781 181,328.00 181,328.00 Purchase Standard 227,000.00 12/1/2010
6013677577 348,000.00 348,000.00 Purchase Stated 435,000.00 1/1/2011
6014201344 542,500.00 542,500.00 R/T Refi Stated 775,000.00 12/1/2010
6017701720 280,000.00 280,000.00 Purchase Standard 350,000.00 12/1/2010
6022447038 296,000.00 296,000.00 Purchase Standard 372,000.00 1/1/2011
6026179470 160,000.00 159,716.88 C/O Refi Stated 235,000.00 12/1/2010
6029150692 292,000.00 291,736.03 C/O Refi Stated 365,000.00 1/1/2011
6030830142 495,000.00 495,000.00 R/T Refi Stated 660,000.00 1/1/2011
6030951203 125,520.00 125,520.00 Purchase Standard 160,000.00 1/1/2011
6031269464 260,000.00 260,000.00 Purchase Standard 335,000.00 12/1/2010
6032592690 229,560.00 229,560.00 Purchase Standard 291,000.00 12/1/2010
6032616747 304,720.00 304,720.00 Purchase Standard 381,000.00 12/1/2010
6035910485 116,400.00 116,400.00 Purchase Standard 147,000.00 12/1/2010
6038573371 110,320.00 110,072.19 Purchase Standard 142,000.00 12/1/2010
6039694218 227,200.00 227,200.00 Purchase Standard 284,000.00 1/1/2011
6040674753 279,920.00 279,920.00 Purchase Standard 351,000.00 1/1/2011
6042575297 320,000.00 320,000.00 C/O Refi Stated 527,000.00 12/1/2010
6044303268 176,000.00 175,807.36 Purchase Standard 220,000.00 1/1/2011
6045076608 945,000.00 945,000.00 Purchase Stated 1,350,000.00 1/1/2011
6048463555 188,325.00 188,141.95 Purchase Standard 235,500.00 1/1/2011
6048646589 287,600.00 287,600.00 Purchase Standard 360,000.00 1/1/2011
6052764401 193,600.00 193,600.00 R/T Refi Stated 255,000.00 1/1/2011
6054203937 180,000.00 180,000.00 C/O Refi Stated 340,000.00 12/1/2010
6055311879 204,000.00 203,796.91 Purchase Standard 263,000.00 1/1/2011
6055352378 196,200.00 196,013.83 Purchase Stated 218,000.00 1/1/2011
6056482166 156,000.00 156,000.00 C/O Refi Stated 313,000.00 1/1/2011
6056960823 122,320.00 122,092.81 Purchase Standard 153,000.00 12/1/2010
6057240217 513,750.00 513,742.27 Purchase Stated 685,000.00 12/1/2010
6064733469 285,120.00 284,577.51 Purchase Standard 357,500.00 12/1/2010
6065168152 505,000.00 505,000.00 C/O Refi Stated 850,000.00 1/1/2011
6066971158 288,000.00 287,438.73 Purchase Stated 360,000.00 12/1/2010
6066996916 100,542.00 100,542.00 Purchase Standard 126,000.00 12/1/2010
6068546362 360,000.00 359,632.96 Purchase Reduced 498,000.00 1/1/2011
6068618435 452,380.00 452,380.00 Purchase Stated 570,000.00 1/1/2011
6068938122 144,000.00 143,869.82 Purchase Standard 182,000.00 1/1/2011
6069344635 334,400.00 334,074.98 Purchase Stated 420,000.00 1/1/2011
6072032458 454,100.00 454,100.00 Purchase Standard 478,000.00 1/1/2011
6077121645 107,420.00 107,405.00 Purchase Standard 140,000.00 12/1/2010
6082094910 148,400.00 148,096.64 Purchase Standard 187,500.00 12/1/2010
6082476554 328,040.00 328,040.00 Purchase Standard 411,000.00 1/1/2011
6083690369 280,000.00 279,479.94 Purchase Stated 365,000.00 12/1/2010
6085912423 300,000.00 300,000.00 Purchase Standard 380,000.00 1/1/2011
6086576979 521,300.00 521,300.00 C/O Refi Stated 802,000.00 1/1/2011
6088133993 420,000.00 419,181.48 Purchase Stated 530,000.00 12/1/2010
6089270521 151,920.00 151,920.00 Purchase Standard 257,000.00 1/1/2011
6090847408 133,492.00 133,492.00 Purchase Standard 167,000.00 12/1/2010
6096944431 381,508.00 381,508.00 Purchase Standard 500,000.00 12/1/2010
6096954596 737,100.00 737,100.00 C/O Refi Stated 1,134,000.00 1/1/2011
6097261017 300,000.00 300,000.00 C/O Refi Stated 470,000.00 1/1/2011
6099116789 400,000.00 400,000.00 Purchase Stated 651,000.00 1/1/2011
6103819337 568,000.00 567,498.86 C/O Refi Stated 710,000.00 1/1/2011
6106025858 216,000.00 215,558.46 Purchase Standard 270,000.00 12/1/2010
6106094904 110,880.00 110,766.95 Purchase Standard 150,000.00 1/1/2011
6108471134 437,000.00 437,000.00 C/O Refi Standard 550,000.00 1/1/2011
6113269341 385,000.00 384,335.17 Purchase Stated 542,000.00 12/1/2010
6116697399 251,200.00 251,200.00 Purchase Standard 317,000.00 11/1/2010
6122429696 242,000.00 242,000.00 R/T Refi Stated 415,000.00 1/1/2011
6125142866 299,200.00 299,200.00 Purchase Standard 375,000.00 12/1/2010
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6659601543 233,700.00 233,700.00 Purchase Stated 293,500.00 1/1/2011
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6662272803 148,720.00 148,408.71 Purchase Standard 198,000.00 12/1/2010
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6668540195 180,000.00 179,829.20 Purchase Standard 225,000.00 1/1/2011
6668724096 215,200.00 215,200.00 Purchase Standard 275,000.00 1/1/2011
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6673311509 440,000.00 439,621.16 Purchase Stated 550,000.00 1/1/2011
6674442089 176,000.00 176,000.00 Purchase Standard 220,000.00 12/1/2010
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6676639716 102,792.00 102,703.50 Purchase Stated 145,000.00 1/1/2011
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6681797392 219,280.00 218,852.65 Purchase Standard 275,000.00 12/1/2010
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6689962378 256,000.00 255,949.43 Purchase Standard 350,000.00 1/1/2011
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6705657333 397,600.00 397,600.00 Purchase Stated 497,000.00 1/1/2011
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6707063316 199,920.00 199,920.00 Purchase Standard 255,000.00 1/1/2011
6710348910 151,920.00 151,768.76 Purchase Standard 190,000.00 1/1/2011
6714158158 68,000.00 67,888.19 Purchase Stated 88,000.00 12/1/2010
6715292956 386,400.00 386,400.00 Purchase Standard 490,000.00 12/1/2010
6716062572 124,720.00 124,720.00 Purchase Standard 164,000.00 1/1/2011
6723251366 190,900.00 190,900.00 Purchase Standard 241,000.00 1/1/2011
6724742132 171,920.00 171,920.00 Purchase Standard 215,000.00 12/1/2010
6730258545 208,000.00 207,772.52 Purchase Reduced 268,000.00 1/1/2011
6731055650 172,000.00 172,000.00 Purchase Standard 219,000.00 12/1/2010
6736474278 121,592.00 121,501.76 Purchase Stated 161,000.00 1/1/2011
6739182670 104,000.00 104,000.00 Purchase Stated 135,000.00 12/1/2010
6739854633 559,960.00 559,960.00 Purchase Standard 700,000.00 1/1/2011
6741706979 428,000.00 428,000.00 Purchase Standard 535,000.00 12/1/2010
6742286708 153,600.00 153,461.14 Purchase Standard 200,000.00 1/1/2011
6743473081 163,446.00 163,446.00 Purchase Standard 210,000.00 12/1/2010
6745069903 212,558.00 212,133.72 Purchase Stated 270,000.00 12/1/2010
6745987120 272,000.00 272,000.00 Purchase Stated 342,000.00 12/1/2010
6746150181 248,224.00 248,039.78 Purchase Stated 375,000.00 1/1/2011
6746823720 167,200.00 166,874.15 Purchase Standard 209,000.00 12/1/2010
6754658612 280,000.00 279,427.65 Purchase Stated 353,000.00 12/1/2010
6758810847 63,000.00 63,000.00 Purchase Standard 88,000.00 12/1/2010
6759743476 328,000.00 328,000.00 Purchase Standard 410,000.00 12/1/2010
6761192449 284,000.00 283,459.65 Purchase Stated 355,000.00 12/1/2010
6761377883 212,000.00 212,000.00 Purchase Standard 265,000.00 12/1/2010
6761885554 263,992.00 263,992.00 Purchase Standard 335,000.00 1/1/2011
6764333529 280,000.00 280,000.00 C/O Refi Stated 416,000.00 1/1/2011
6764610322 103,600.00 103,412.17 Purchase Standard 130,000.00 12/1/2010
6767582197 290,400.00 290,110.90 Purchase Standard 368,000.00 1/1/2011
6770926563 51,800.00 51,756.48 C/O Refi Stated 74,000.00 1/1/2011
6772666068 468,000.00 468,000.00 Purchase Standard 585,000.00 1/1/2011
6774536079 158,400.00 158,400.00 Purchase Stated 228,000.00 12/1/2010
6775133074 264,000.00 264,000.00 Purchase Standard 330,000.00 1/1/2011
6776818632 165,871.00 165,871.00 Purchase Stated 224,000.00 12/1/2010
6778098233 170,975.00 170,975.00 Purchase Standard 215,000.00 12/1/2010
6779667341 188,000.00 188,000.00 Purchase Standard 235,000.00 1/1/2011
6781479990 500,000.00 499,558.86 Purchase Stated 625,000.00 1/1/2011
6789044945 325,000.00 325,000.00 C/O Refi Stated 730,000.00 12/1/2010
6789124473 238,500.00 238,500.00 Purchase Stated 265,000.00 1/1/2011
6789299168 215,920.00 215,920.00 Purchase Standard 271,000.00 12/1/2010
6789372569 324,000.00 324,000.00 C/O Refi Stated 540,000.00 12/1/2010
6790731829 316,800.00 316,800.00 Purchase Standard 397,000.00 1/1/2011
6791060384 279,495.00 279,495.00 Purchase Standard 355,000.00 1/1/2011
6791415729 529,504.00 529,504.00 Purchase Standard 662,000.00 1/1/2011
6791664276 188,000.00 188,000.00 Purchase Standard 240,000.00 1/1/2011
6799046427 542,400.00 542,100.00 Purchase Standard 678,000.00 12/1/2010
6800564822 228,000.00 227,778.39 Purchase Reduced 285,000.00 1/1/2011
6801293413 168,000.00 168,000.00 Purchase Standard 210,000.00 1/1/2011
6802280054 384,000.00 383,608.49 Purchase Stated 559,000.00 1/1/2011
6804260666 167,600.00 167,600.00 Purchase Standard 210,000.00 12/1/2010
6804520036 434,276.00 434,276.00 Purchase Stated 542,845.00 12/1/2010
6804930490 435,500.00 434,588.44 Purchase Stated 696,000.00 12/1/2010
6814189715 465,000.00 465,000.00 Purchase Stated 1,200,000.00 12/1/2010
6823732489 103,200.00 103,200.00 Purchase Standard 130,000.00 1/1/2011
6825365320 252,000.00 252,000.00 Purchase Standard 360,000.00 1/1/2011
6825405977 175,120.00 175,120.00 Purchase Standard 219,000.00 1/1/2011
6827050052 330,000.00 330,000.00 Purchase Stated 440,000.00 1/1/2011
6831228314 284,000.00 283,971.94 Purchase Standard 360,000.00 12/1/2010
6834447655 360,000.00 360,000.00 R/T Refi Stated 450,000.00 12/1/2010
6835450427 365,250.00 365,250.00 Purchase Stated 490,000.00 12/1/2010
6836599701 236,000.00 236,000.00 C/O Refi Stated 351,000.00 1/1/2011
6836836111 154,400.00 154,120.07 Purchase Stated 193,000.00 12/1/2010
6837406047 457,496.00 457,496.00 Purchase Stated 578,000.00 1/1/2011
6839152789 179,200.00 178,867.16 Purchase Reduced 226,000.00 12/1/2010
6841101733 212,000.00 212,000.00 Purchase Standard 265,000.00 1/1/2011
6841203745 197,600.00 197,600.00 Purchase Standard 247,000.00 12/1/2010
6842935014 480,000.00 480,000.00 Purchase Standard 600,000.00 1/1/2011
6844056256 150,460.00 150,460.00 Purchase Standard 190,000.00 1/1/2011
6844243474 550,000.00 550,000.00 Purchase Standard 687,500.00 1/1/2011
6845857777 245,146.00 245,146.00 Purchase Standard 525,000.00 12/1/2010
6846062914 799,200.00 797,751.11 Purchase Standard 1,100,000.00 12/1/2010
6846529680 583,700.00 583,700.00 Purchase Stated 1,000,000.00 1/1/2011
6848373665 154,202.00 154,202.00 Purchase Standard 195,000.00 1/1/2011
6851087848 287,920.00 287,385.24 Purchase Stated 364,000.00 12/1/2010
6852109161 260,800.00 260,800.00 Purchase Standard 326,000.00 12/1/2010
6857128265 247,200.00 247,200.00 Purchase Stated 309,000.00 12/1/2010
6860207783 220,000.00 220,000.00 Purchase Standard 275,000.00 12/1/2010
6861653621 231,000.00 230,803.00 Purchase Stated 312,000.00 12/1/2010
6865033507 492,000.00 491,521.80 Purchase Standard 625,000.00 1/1/2011
6866243832 18,060.00 18,044.82 Purchase Stated 24,000.00 1/1/2011
6867040146 295,000.00 295,000.00 C/O Refi Stated 375,000.00 1/1/2011
6867276864 250,000.00 250,000.00 C/O Refi Stated 380,000.00 1/1/2011
6869635794 109,600.00 109,600.00 Purchase Standard 142,000.00 12/1/2010
6871912561 156,800.00 156,800.00 Purchase Standard 196,000.00 1/1/2011
6874220749 82,400.00 82,400.00 R/T Refi Standard 103,000.00 1/1/2011
6875019090 423,992.00 423,165.71 Purchase Stated 535,000.00 12/1/2010
6875209212 270,000.00 269,999.51 C/O Refi Stated 420,000.00 12/1/2010
6876666857 475,000.00 474,538.33 Purchase Stated 777,500.00 1/1/2011
6880483018 164,000.00 164,000.00 Purchase Standard 205,000.00 1/1/2011
6883759265 92,890.00 92,808.04 Purchase Stated 135,000.00 1/1/2011
6884790442 776,000.00 775,208.83 Purchase Stated 970,000.00 1/1/2011
6885676780 457,600.00 457,600.00 Purchase Standard 572,634.00 12/1/2010
6888839450 1,450,000.00 1,450,000.00 Purchase Standard 2,200,000.00 12/1/2010
6890419762 118,400.00 118,400.00 Purchase Standard 151,000.00 1/1/2011
6892314748 109,200.00 108,886.66 Purchase Stated 138,000.00 12/1/2010
6894595864 250,764.00 250,764.00 Purchase Standard 317,000.00 1/1/2011
6895908637 476,000.00 475,590.17 R/T Refi Stated 595,000.00 1/1/2011
6896833214 471,600.00 471,600.00 Purchase Standard 590,000.00 1/1/2011
6897891112 264,490.00 263,986.75 R/T Refi Stated 332,000.00 12/1/2010
6900218972 252,000.00 252,000.00 Purchase Standard 315,000.00 12/1/2010
6906884819 424,750.00 424,750.00 Purchase Stated 535,000.00 1/1/2011
6913431711 251,250.00 251,250.00 Purchase Stated 335,000.00 12/1/2010
6916000158 186,960.00 186,960.00 Purchase Standard 236,000.00 12/1/2010
6917858679 128,000.00 128,000.00 Purchase Standard 165,000.00 12/1/2010
6924780593 157,500.00 157,193.05 Purchase Stated 225,000.00 12/1/2010
6925859362 225,000.00 225,000.00 R/T Refi Stated 300,000.00 12/1/2010
6926384683 697,600.00 697,600.00 Purchase Standard 880,000.00 12/1/2010
6926517225 144,800.00 144,524.50 Purchase Reduced 186,000.00 12/1/2010
6927009966 102,728.00 102,728.00 Purchase Standard 129,500.00 9/1/2010
6929514807 130,920.80 130,657.19 Purchase Stated 165,000.00 12/1/2010
6932562355 385,000.00 385,000.00 Purchase Stated 520,000.00 12/1/2010
6935788114 183,920.00 183,757.73 Purchase Standard 252,000.00 1/1/2011
6937262373 119,920.00 119,712.92 Purchase Standard 156,000.00 12/1/2010
6938963037 105,750.00 105,750.00 Purchase Stated 145,000.00 1/1/2011
6938968630 128,400.00 128,321.95 Purchase Standard 161,000.00 12/1/2010
6939728561 356,800.00 356,500.24 Purchase Stated 457,500.00 1/1/2011
6944326104 97,320.00 97,232.02 Purchase Reduced 122,000.00 1/1/2011
6950157310 130,694.00 130,118.81 Purchase Stated 154,000.00 12/1/2009
6958207729 240,000.00 239,749.42 C/O Refi Stated 300,000.00 1/1/2011
6959510766 270,400.00 270,149.55 Purchase Stated 340,000.00 1/1/2011
6962957160 743,960.00 743,960.00 Purchase Standard 930,000.00 12/1/2010
6962994221 170,625.00 170,625.00 Purchase Stated 228,000.00 12/1/2010
6964543315 296,000.00 296,000.00 Purchase Standard 370,000.00 12/1/2010
6968069929 202,864.00 202,864.00 Purchase Standard 280,000.00 1/1/2011
6968569647 205,000.00 205,000.00 C/O Refi Stated 310,000.00 12/1/2010
6969304697 142,800.00 142,800.00 Purchase Standard 179,000.00 12/1/2010
6970108483 130,500.00 130,233.24 Purchase Stated 155,000.00 12/1/2010
6970947302 100,000.00 99,907.38 Purchase Stated 285,000.00 1/1/2011
6975556066 99,120.00 98,976.06 Purchase Stated 124,000.00 12/1/2010
6976064201 291,200.00 291,200.00 Purchase Standard 365,000.00 12/1/2010
6980459843 99,400.00 99,210.87 C/O Refi Stated 142,000.00 12/1/2010
6981172403 90,800.00 90,705.19 Purchase Standard 113,500.00 1/1/2011
6982031699 437,500.00 437,167.09 Purchase Stated 625,000.00 1/1/2011
6986370523 559,920.00 559,920.00 Purchase Stated 699,900.00 12/1/2010
6987774707 95,000.00 94,997.00 Purchase Standard 170,000.00 1/1/2011
6987858732 378,396.00 378,335.12 Purchase Stated 480,000.00 12/1/2010
6989370728 248,000.00 248,000.00 Purchase Stated 310,000.00 1/1/2011
6989435307 383,271.00 383,271.00 Purchase Standard 508,000.00 1/1/2011
6990052547 244,000.00 244,000.00 Purchase Standard 305,000.00 1/1/2011
6992365947 127,600.00 127,368.67 Purchase Reduced 160,000.00 12/1/2010
6998588633 268,126.00 267,615.85 Purchase Standard 336,000.00 12/1/2010
6998746827 212,000.00 212,000.00 Purchase Standard 278,000.00 12/1/2010
6054071243 620,000.00 620,000.00 C/O Refi Rapid 2,500,000.00 12/1/2010
6579949444 767,200.00 767,200.00 Purchase SISA 959,000.00 12/1/2010
LOANID CEILING FLOOR CAPINT MARGIN INDEX ODATE
---------------------------------------------------------------------------------
6025643104 11.125 2.25 2 2.25 12 MO LIBOR 10/12/2005
6053065105 10.75 2.25 2 2.25 12 MO LIBOR 10/3/2005
6160066202 10.875 2.25 2 2.25 12 MO LIBOR 10/28/2005
6215672467 11 2.25 2 2.25 12 MO LIBOR 10/20/2005
6281943065 10.75 2.25 2 2.25 12 MO LIBOR 10/12/2005
6460499459 10.125 2.25 2 2.25 12 MO LIBOR 10/20/2005
6326862221 10.5 2.25 2 2.25 12 MO LIBOR 9/21/2005
6543028143 10.25 2.25 2 2.25 12 MO LIBOR 9/27/2005
6884003523 11.625 2.25 2 2.25 12 MO LIBOR 10/12/2005
6001993507 11.75 2.25 2 2.25 12 MO LIBOR 12/1/2005
6002723192 11 2.25 2 2.25 12 MO LIBOR 12/7/2005
6004938046 11.5 2.25 2 2.25 12 MO LIBOR 12/1/2005
6007073064 10.5 2.25 2 2.25 12 MO LIBOR 12/8/2005
6007523837 10.75 2.25 2 2.25 12 MO LIBOR 12/6/2005
6010561824 10.875 2.25 2 2.25 12 MO LIBOR 11/17/2005
6011928493 9.875 2.25 2 2.25 12 MO LIBOR 11/29/2005
6013466781 11 2.25 2 2.25 12 MO LIBOR 11/29/2005
6013677577 11.375 2.25 2 2.25 12 MO LIBOR 12/19/2005
6014201344 10.625 2.25 2 2.25 12 MO LIBOR 11/17/2005
6017701720 10.625 2.25 2 2.25 12 MO LIBOR 11/21/2005
6022447038 11.375 2.25 2 2.25 12 MO LIBOR 12/5/2005
6026179470 11.625 2.25 2 2.25 12 MO LIBOR 11/22/2005
6029150692 11.5 2.25 2 2.25 12 MO LIBOR 12/15/2005
6030830142 11.25 2.25 2 2.25 12 MO LIBOR 12/12/2005
6030951203 11 2.25 2 2.25 12 MO LIBOR 12/16/2005
6031269464 11.75 2.25 2 2.25 12 MO LIBOR 11/16/2005
6032592690 10.375 2.25 2 2.25 12 MO LIBOR 11/22/2005
6032616747 11.125 2.25 2 2.25 12 MO LIBOR 11/23/2005
6035910485 10.875 2.25 2 2.25 12 MO LIBOR 11/30/2005
6038573371 10.375 2.25 2 2.25 12 MO LIBOR 11/18/2005
6039694218 11.625 2.25 2 2.25 12 MO LIBOR 12/7/2005
6040674753 11.25 2.25 2 2.25 12 MO LIBOR 12/16/2005
6042575297 11.25 2.25 2 2.25 12 MO LIBOR 11/18/2005
6044303268 10.5 2.25 2 2.25 12 MO LIBOR 12/7/2005
6045076608 11.875 2.25 2 2.25 12 MO LIBOR 12/1/2005
6048463555 11.125 2.25 2 2.25 12 MO LIBOR 12/12/2005
6048646589 11.375 2.25 2 2.25 12 MO LIBOR 12/13/2005
6052764401 10.875 2.25 2 2.25 12 MO LIBOR 12/1/2005
6054203937 11.25 2.25 2 2.25 12 MO LIBOR 11/21/2005
6055311879 11 2.25 2 2.25 12 MO LIBOR 12/2/2005
6055352378 11.25 2.25 2 2.25 12 MO LIBOR 12/2/2005
6056482166 11.25 2.25 2 2.25 12 MO LIBOR 12/1/2005
6056960823 11.375 2.25 2 2.25 12 MO LIBOR 11/18/2005
6057240217 11.125 2.25 2 2.25 12 MO LIBOR 11/10/2005
6064733469 11.25 2.25 2 2.25 12 MO LIBOR 11/28/2005
6065168152 11.5 2.25 2 2.25 12 MO LIBOR 12/7/2005
6066971158 11.125 2.25 2 2.25 12 MO LIBOR 11/28/2005
6066996916 10.75 2.25 2 2.25 12 MO LIBOR 11/17/2005
6068546362 10.875 2.25 2 2.25 12 MO LIBOR 12/16/2005
6068618435 11 2.25 2 2.25 12 MO LIBOR 12/8/2005
6068938122 11.5 2.25 2 2.25 12 MO LIBOR 12/8/2005
6069344635 11.125 2.25 2 2.25 12 MO LIBOR 12/5/2005
6072032458 12.375 2.25 2 2.25 12 MO LIBOR 12/7/2005
6077121645 11.375 2.25 2 2.25 12 MO LIBOR 11/23/2005
6082094910 10.875 2.25 2 2.25 12 MO LIBOR 11/29/2005
6082476554 10.875 2.25 2 2.25 12 MO LIBOR 12/21/2005
6083690369 11.375 2.25 2 2.25 12 MO LIBOR 11/17/2005
6085912423 10.125 2.25 2 2.25 12 MO LIBOR 12/21/2005
6086576979 11.375 2.25 2 2.25 12 MO LIBOR 12/14/2005
6088133993 11.125 2.25 2 2.25 12 MO LIBOR 11/22/2005
6089270521 11.875 2.25 2 2.25 12 MO LIBOR 12/7/2005
6090847408 11.25 2.25 2 2.25 12 MO LIBOR 11/28/2005
6096944431 11 2.25 2 2.25 12 MO LIBOR 12/1/2005
6096954596 11.75 2.25 2 2.25 12 MO LIBOR 12/13/2005
6097261017 11 2.25 2 2.25 12 MO LIBOR 12/19/2005
6099116789 11.125 2.25 2 2.25 12 MO LIBOR 12/6/2005
6103819337 11.625 2.25 2 2.25 12 MO LIBOR 12/15/2005
6106025858 10.875 2.25 2 2.25 12 MO LIBOR 11/29/2005
6106094904 10.875 2.25 2 2.25 12 MO LIBOR 12/9/2005
6108471134 11 2.25 2 2.25 12 MO LIBOR 12/7/2005
6113269341 11.75 2.25 2 2.25 12 MO LIBOR 11/14/2005
6116697399 11 2.25 2 2.25 12 MO LIBOR 10/25/2005
6122429696 11.125 2.25 2 2.25 12 MO LIBOR 12/9/2005
6125142866 10.875 2.25 2 2.25 12 MO LIBOR 11/30/2005
6127027487 11.125 2.25 2 2.25 12 MO LIBOR 11/15/2005
6137336126 11.25 2.25 2 2.25 12 MO LIBOR 12/1/2005
6139889726 11.625 2.25 2 2.25 12 MO LIBOR 12/13/2005
6140274397 10.625 2.25 2 2.25 12 MO LIBOR 12/12/2005
6142051736 10.875 2.25 2 2.25 12 MO LIBOR 12/6/2005
6142905261 11 2.25 2 2.25 12 MO LIBOR 11/23/2005
6143096078 11 2.25 2 2.25 12 MO LIBOR 12/20/2005
6146539488 11.375 2.25 2 2.25 12 MO LIBOR 11/10/2005
6150695150 10.5 2.25 2 2.25 12 MO LIBOR 11/29/2005
6153582199 11 2.25 2 2.25 12 MO LIBOR 12/2/2005
6155788026 11.75 2.25 2 2.25 12 MO LIBOR 12/16/2005
6159115051 11.5 2.25 2 2.25 12 MO LIBOR 11/18/2005
6159499737 11.75 2.25 2 2.25 12 MO LIBOR 11/25/2005
6159979134 11 2.25 2 2.25 12 MO LIBOR 11/22/2005
6160578487 11 2.25 2 2.25 12 MO LIBOR 11/29/2005
6168488655 11.875 2.25 2 2.25 12 MO LIBOR 12/2/2005
6174321429 11.125 2.25 2 2.25 12 MO LIBOR 12/21/2005
6175411351 10.5 2.25 2 2.25 12 MO LIBOR 12/15/2005
6176575204 11.375 2.25 2 2.25 12 MO LIBOR 12/21/2005
6178706948 11.75 2.25 2 2.25 12 MO LIBOR 12/23/2005
6179324766 11.5 2.25 2 2.25 12 MO LIBOR 12/14/2005
6181265908 10.25 2.25 2 2.25 12 MO LIBOR 11/28/2005
6183716098 11.25 2.25 2 2.25 12 MO LIBOR 12/5/2005
6185537336 11.875 2.25 2 2.25 12 MO LIBOR 12/13/2005
6186406564 11.25 2.25 2 2.25 12 MO LIBOR 11/30/2005
6186558455 10.5 2.25 2 2.25 12 MO LIBOR 11/15/2005
6188136177 10.875 2.25 2 2.25 12 MO LIBOR 12/2/2005
6198863760 11.875 2.25 2 2.25 12 MO LIBOR 12/15/2005
6200679196 10.375 2.25 2 2.25 12 MO LIBOR 11/22/2005
6203262560 10.375 2.25 2 2.25 12 MO LIBOR 11/22/2005
6206630672 10.625 2.25 2 2.25 12 MO LIBOR 11/28/2005
6208089844 10.375 2.25 2 2.25 12 MO LIBOR 10/5/2005
6209607875 11.625 2.25 2 2.25 12 MO LIBOR 11/23/2005
6210260300 11 2.25 2 2.25 12 MO LIBOR 11/16/2005
6214206580 12.125 2.25 2 2.25 12 MO LIBOR 12/9/2005
6216246188 11.25 2.25 2 2.25 12 MO LIBOR 11/21/2005
6216448792 12.375 2.25 2 2.25 12 MO LIBOR 12/16/2005
6223260487 11.25 2.25 2 2.25 12 MO LIBOR 12/15/2005
6224623030 11.875 2.25 2 2.25 12 MO LIBOR 12/15/2005
6225176376 11.5 2.25 2 2.25 12 MO LIBOR 12/12/2005
6225243432 11.875 2.25 2 2.25 12 MO LIBOR 11/28/2005
6225825931 11.625 2.25 2 2.25 12 MO LIBOR 12/14/2005
6226466040 11.5 2.25 2 2.25 12 MO LIBOR 11/9/2005
6229216046 11 2.25 2 2.25 12 MO LIBOR 11/30/2005
6229873200 11.125 2.25 2 2.25 12 MO LIBOR 12/9/2005
6232950789 11 2.25 2 2.25 12 MO LIBOR 12/15/2005
6233697116 10.625 2.25 2 2.25 12 MO LIBOR 12/12/2005
6247877662 10.875 2.25 2 2.25 12 MO LIBOR 11/18/2005
6248127653 11.5 2.25 2 2.25 12 MO LIBOR 11/23/2005
6249152510 11 2.25 2 2.25 12 MO LIBOR 12/21/2005
6251036486 10.75 2.25 2 2.25 12 MO LIBOR 11/30/2005
6253501685 11.75 2.25 2 2.25 12 MO LIBOR 12/20/2005
6253685520 11.625 2.25 2 2.25 12 MO LIBOR 11/29/2005
6253877713 11.375 2.25 2 2.25 12 MO LIBOR 12/23/2005
6257345725 11.5 2.25 2 2.25 12 MO LIBOR 12/16/2005
6260258816 11.125 2.25 2 2.25 12 MO LIBOR 12/2/2005
6266118527 10.75 2.25 2 2.25 12 MO LIBOR 11/29/2005
6266623955 11.5 2.25 2 2.25 12 MO LIBOR 12/21/2005
6268524284 12 2.25 2 2.25 12 MO LIBOR 12/12/2005
6270377192 11.75 2.25 2 2.25 12 MO LIBOR 12/2/2005
6277029788 11.25 2.25 2 2.25 12 MO LIBOR 12/9/2005
6277650948 11 2.25 2 2.25 12 MO LIBOR 11/21/2005
6277998602 11.875 2.25 2 2.25 12 MO LIBOR 11/22/2005
6278215220 11.75 2.25 2 2.25 12 MO LIBOR 12/15/2005
6280740603 10.625 2.25 2 2.25 12 MO LIBOR 11/3/2005
6281514932 11.75 2.25 2 2.25 12 MO LIBOR 11/22/2005
6282543518 11.25 2.25 2 2.25 12 MO LIBOR 11/30/2005
6284123368 11 2.25 2 2.25 12 MO LIBOR 12/8/2005
6290525614 11.25 2.25 2 2.25 12 MO LIBOR 12/9/2005
6291729157 11.625 2.25 2 2.25 12 MO LIBOR 11/30/2005
6292271522 11.125 2.25 2 2.25 12 MO LIBOR 12/16/2005
6294456865 11.125 2.25 2 2.25 12 MO LIBOR 11/30/2005
6295643784 10.5 2.25 2 2.25 12 MO LIBOR 12/22/2005
6295742842 11.375 2.25 2 2.25 12 MO LIBOR 11/29/2005
6296326348 10.25 2.25 2 2.25 12 MO LIBOR 11/28/2005
6301699580 10.625 2.25 2 2.25 12 MO LIBOR 12/8/2005
6302430217 11.25 2.25 2 2.25 12 MO LIBOR 11/30/2005
6302914954 11.625 2.25 2 2.25 12 MO LIBOR 12/2/2005
6304941880 9.75 2.25 2 2.25 12 MO LIBOR 11/18/2005
6307834231 11.5 2.25 2 2.25 12 MO LIBOR 12/1/2005
6310715922 10.875 2.25 2 2.25 12 MO LIBOR 11/15/2005
6310948101 11 2.25 2 2.25 12 MO LIBOR 10/19/2005
6313116698 10.875 2.25 2 2.25 12 MO LIBOR 12/16/2005
6313645142 10.75 2.25 2 2.25 12 MO LIBOR 11/30/2005
6315131356 11.375 2.25 2 2.25 12 MO LIBOR 12/15/2005
6315370905 11.125 2.25 2 2.25 12 MO LIBOR 12/15/2005
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6998588633 11.25 2.25 2 2.25 12 MO LIBOR 11/10/2005
6998746827 11 2.25 2 2.25 12 MO LIBOR 11/21/2005
6054071243 9.625 2.25 2 2.25 12 MO LIBOR 11/10/2005
6579949444 11.25 2.25 2 2.25 12 MO LIBOR 11/10/2005
EXHIBIT D-6
LOAN GROUP 6 MORTGAGE LOAN SCHEDULE
D-6-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
-------------------------------------------------------------------------------------------------------------------------------
6239826040 Secondary PUD 360 357 75 6.25 12/1/2005 2/1/2006 11/1/2035 2,460.94 1/1/2006
6003497770 Primary SFR 360 358 79.74 6 1/1/2006 2/1/2006 12/1/2035 2,500.00 1/1/2006
6009930188 Primary SFR 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 1,377.95 1/1/2006
6020037153 Primary Condo 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 2,179.44 2/1/2006
6029705602 Primary SFR 360 359 41.94 6.625 2/1/2006 2/1/2006 1/1/2036 3,588.54 2/1/2006
6045426555 Primary Condo 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 2,520.00 2/1/2006
6052459853 Primary PUD 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 671.67 1/1/2006
6060610448 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,700.00 1/1/2006
6084748661 Primary Townhouse 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 680 2/1/2006
6101441878 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 581.88 1/1/2006
6136831226 Primary Condo 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 591.67 2/1/2006
6147747320 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 1,190.49 2/1/2006
6158182292 Secondary PUD 360 359 70 6.375 2/1/2006 2/1/2006 1/1/2036 1,822.19 2/1/2006
6170749615 Primary Condo 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,302.47 2/1/2006
6190306586 Primary SFR 360 358 52.6 6.375 1/1/2006 2/1/2006 12/1/2035 2,417.19 1/1/2006
6212876970 Secondary Condo 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 706.67 2/1/2006
6219603732 Primary PUD 360 359 79.93 6.5 2/1/2006 2/1/2006 1/1/2036 1,164.58 2/1/2006
6228160682 Secondary SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 606.67 1/1/2006
6245580888 Primary Condo 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 2,316.25 2/1/2006
6263292481 Primary SFR 360 358 70 6.375 1/1/2006 2/1/2006 12/1/2035 2,173.74 1/1/2006
6273052230 Primary SFR 360 359 75.68 6.25 2/1/2006 3/1/2006 1/1/2036 1,115.52 2/1/2006
6278970188 Primary PUD 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 936.08 2/1/2006
6289708619 Investor Condo 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 848.47 2/1/2006
6304394387 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 2,012.50 2/1/2006
6328359515 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 854.17 1/1/2006
6330539013 Primary Condo 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,545.79 2/1/2006
6332139143 Primary SFR 360 358 80 6 1/1/2006 3/1/2006 12/1/2035 852 2/1/2006
6332831939 Primary 2-Family 360 359 53.57 6.125 2/1/2006 2/1/2006 1/1/2036 9,114.16 2/1/2006
6342555940 Primary Condo 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 1,326.00 1/1/2006
6347306786 Primary SFR 360 358 71.55 5.875 1/1/2006 2/1/2006 12/1/2035 2,977.65 1/1/2006
6348925287 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 534.7 2/1/2006
6353759118 Primary PUD 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 1,674.17 2/1/2006
6375097208 Primary PUD 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 1,480.00 2/1/2006
6382859129 Primary SFR 360 356 80 6.125 11/1/2005 2/1/2006 10/1/2035 899.27 1/1/2006
6428679465 Secondary Condo 360 358 78.65 6.625 1/1/2006 2/1/2006 12/1/2035 2,241.09 1/1/2006
6451986563 Primary PUD 360 359 69.2 5.75 2/1/2006 3/1/2006 1/1/2036 4,144.79 2/1/2006
6475185770 Primary SFR 360 358 79.8 6.25 1/1/2006 2/1/2006 12/1/2035 411.46 1/1/2006
6479766096 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,082.08 2/1/2006
6495628494 Primary Condo 360 357 76.39 5.875 12/1/2005 2/1/2006 11/1/2035 620.79 1/1/2006
6504803237 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 735 2/1/2006
6519696600 Primary SFR 360 358 69.99 6 1/1/2006 2/1/2006 12/1/2035 3,149.55 1/1/2006
6527284217 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 878.95 2/1/2006
6536992321 Investor Condo 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 848.47 2/1/2006
6538133973 Primary PUD 360 358 50.37 6 1/1/2006 2/1/2006 12/1/2035 1,700.00 1/1/2006
6548395596 Primary Condo 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 1,098.50 2/1/2006
6558266778 Primary SFR 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 1,665.00 2/1/2006
6561019198 Primary SFR 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 979.94 2/1/2006
6564761598 Primary PUD 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 747.27 2/1/2006
6568744400 Secondary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 484.5 1/1/2006
6576852468 Primary SFR 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 767 1/1/2006
6631787493 Primary PUD 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 983.08 2/1/2006
6638268125 Primary SFR 360 358 80 6.5 1/1/2006 3/1/2006 12/1/2035 502.67 2/1/2006
6670474433 Primary Condo 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,444.36 2/1/2006
6680691455 Primary Condo 360 359 79.92 5.5 2/1/2006 3/1/2006 1/1/2036 930.72 2/1/2006
6685613819 Primary Condo 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 814.5 2/1/2006
6707859267 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,211.25 1/1/2006
6726868257 Primary PUD 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,271.67 2/1/2006
6728800076 Secondary SFR 360 358 54.97 5.625 1/1/2006 2/1/2006 12/1/2035 2,203.13 1/1/2006
6730960330 Primary SFR 360 359 58.88 6.125 2/1/2006 2/1/2006 1/1/2036 4,958.70 2/1/2006
6743277573 Primary SFR 360 359 65 6.125 2/1/2006 2/1/2006 1/1/2036 3,782.19 2/1/2006
6746683686 Primary Condo 360 358 65.5 5.875 1/1/2006 2/1/2006 12/1/2035 1,282.71 1/1/2006
6755889083 Primary PUD 360 358 65.02 5.625 1/1/2006 3/1/2006 12/1/2035 1,725.00 2/1/2006
6776479716 Primary SFR 360 359 64.22 5.75 2/1/2006 3/1/2006 1/1/2036 1,720.21 2/1/2006
6785371854 Primary SFR 360 359 79.92 6.375 2/1/2006 2/1/2006 1/1/2036 1,911.97 2/1/2006
6817539189 Primary SFR 360 359 64.07 6.125 2/1/2006 3/1/2006 1/1/2036 4,415.10 2/1/2006
6840291857 Primary Condo 360 358 75 5.875 1/1/2006 3/1/2006 12/1/2035 2,937.50 2/1/2006
6856673956 Primary SFR 360 358 79.8 5.75 1/1/2006 3/1/2006 12/1/2035 2,012.50 2/1/2006
6887282652 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 987 2/1/2006
6921730559 Primary SFR 360 359 52.13 5.875 2/1/2006 4/1/2006 1/1/2036 2,056.25 3/1/2006
6963717811 Primary PUD 360 359 57.46 6.25 2/1/2006 2/1/2006 1/1/2036 2,005.21 2/1/2006
6979568869 Secondary PUD 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 516.54 2/1/2006
6992493749 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 2,847.50 2/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE
-----------------------------------------------------------------------------------------------------
6239826040 472,500.00 472,500.00 C/O Refi Stated Income 630,000.00 11/1/2012
6003497770 500,000.00 500,000.00 R/T Refi Stated 627,000.00 12/1/2012
6009930188 215,200.00 214,819.22 Purchase Standard 269,000.00 12/1/2012
6020037153 436,187.00 435,566.44 Purchase Stated 545,500.00 12/1/2012
6029705602 650,000.00 650,000.00 C/O Refi Stated 1,550,000.00 1/1/2013
6045426555 448,000.00 448,000.00 Purchase Stated 560,000.00 1/1/2013
6052459853 124,000.00 124,000.00 Purchase Standard 155,000.00 12/1/2012
6060610448 320,000.00 320,000.00 Purchase Standard 415,000.00 12/1/2012
6084748661 128,000.00 128,000.00 Purchase Standard 162,000.00 1/1/2013
6101441878 114,000.00 114,000.00 Purchase Standard 142,500.00 12/1/2012
6136831226 113,600.00 113,600.00 Purchase Standard 142,000.00 12/1/2012
6147747320 204,000.00 203,787.01 Purchase Standard 259,000.00 1/1/2013
6158182292 343,000.00 343,000.00 Purchase Stated 492,000.00 1/1/2013
6170749615 235,920.00 235,920.00 Purchase Standard 295,000.00 1/1/2013
6190306586 455,000.00 455,000.00 Purchase Stated 865,000.00 12/1/2012
6212876970 128,000.00 128,000.00 Purchase Standard 165,000.00 1/1/2013
6219603732 215,000.00 215,000.00 R/T Refi Standard 269,000.00 1/1/2013
6228160682 112,000.00 112,000.00 Purchase Standard 144,000.00 12/1/2012
6245580888 436,000.00 436,000.00 R/T Refi Stated 545,000.00 12/1/2012
6263292481 409,500.00 409,175.47 C/O Refi Stated 585,000.00 12/1/2012
6273052230 214,180.00 214,180.00 R/T Refi Stated 283,000.00 1/1/2013
6278970188 191,200.00 191,200.00 Purchase Standard 245,000.00 1/1/2013
6289708619 136,000.00 135,874.03 Purchase Standard 170,000.00 1/1/2013
6304394387 386,400.00 386,400.00 R/T Refi Stated 483,000.00 1/1/2013
6328359515 164,000.00 164,000.00 Purchase Standard 205,000.00 12/1/2012
6330539013 279,992.00 279,992.00 Purchase Standard 350,000.00 1/1/2013
6332139143 170,400.00 170,400.00 Purchase Standard 230,000.00 12/1/2012
6332831939 1,500,000.00 1,498,542.09 R/T Refi Stated 2,800,000.00 1/1/2013
6342555940 244,800.00 244,799.67 R/T Refi Stated 306,000.00 12/1/2012
6347306786 608,200.00 608,200.00 R/T Refi Stated 850,000.00 12/1/2012
6348925287 88,000.00 87,914.47 Purchase Standard 112,000.00 1/1/2013
6353759118 328,000.00 328,000.00 Purchase Stated 410,000.00 1/1/2013
6375097208 296,000.00 296,000.00 Purchase Standard 370,000.00 1/1/2013
6382859129 148,000.00 147,420.16 Purchase Standard 185,000.00 10/1/2012
6428679465 350,000.00 349,380.70 Purchase Standard 450,000.00 12/1/2012
6451986563 865,000.00 865,000.00 C/O Refi Standard 1,250,000.00 1/1/2013
6475185770 79,000.00 79,000.00 Purchase Standard 100,000.00 12/1/2012
6479766096 212,000.00 212,000.00 Purchase Standard 270,000.00 1/1/2013
6495628494 126,800.00 126,800.00 Purchase Standard 166,000.00 11/1/2012
6504803237 144,000.00 144,000.00 Purchase Standard 180,000.00 1/1/2013
6519696600 629,910.00 629,910.00 C/O Refi Stated 900,000.00 12/1/2012
6527284217 165,450.00 165,450.00 Purchase Standard 210,000.00 1/1/2013
6536992321 136,000.00 135,874.03 Purchase Standard 170,000.00 1/1/2013
6538133973 340,000.00 340,000.00 C/O Refi Stated 675,000.00 12/1/2012
6548395596 202,800.00 202,800.00 Purchase Standard 255,000.00 12/1/2012
6558266778 296,000.00 296,000.00 Purchase Standard 370,000.00 1/1/2013
6561019198 167,920.00 167,744.68 Purchase Standard 212,000.00 1/1/2013
6564761598 163,040.00 163,040.00 Purchase Standard 204,000.00 1/1/2013
6568744400 91,200.00 91,200.00 Purchase Standard 122,488.00 12/1/2012
6576852468 141,600.00 141,600.00 Purchase Standard 177,000.00 12/1/2012
6631787493 200,800.00 200,800.00 R/T Refi Stated 251,000.00 12/1/2012
6638268125 92,800.00 92,800.00 Purchase Standard 120,000.00 12/1/2012
6670474433 261,620.00 261,620.00 Purchase Stated 330,000.00 1/1/2013
6680691455 163,920.00 163,740.58 Purchase Standard 215,000.00 1/1/2013
6685613819 144,800.00 144,800.00 Purchase Standard 181,000.00 1/1/2013
6707859267 228,000.00 228,000.00 Purchase Standard 306,000.00 12/1/2012
6726868257 464,000.00 464,000.00 Purchase Stated 595,000.00 1/1/2013
6728800076 470,000.00 470,000.00 Purchase Stated 875,000.00 12/1/2012
6730960330 971,500.00 971,500.00 R/T Refi Stated 1,650,000.00 1/1/2013
6743277573 741,000.00 741,000.00 C/O Refi Stated 1,140,000.00 1/1/2013
6746683686 262,000.00 262,000.00 C/O Refi Stated 400,000.00 12/1/2012
6755889083 368,000.00 368,000.00 C/O Refi Stated 566,000.00 12/1/2012
6776479716 359,000.00 358,900.00 Purchase Stated 560,000.00 1/1/2013
6785371854 359,900.00 359,900.00 Purchase Standard 460,000.00 1/1/2013
6817539189 865,000.00 865,000.00 C/O Refi Standard 1,350,000.00 1/1/2013
6840291857 600,000.00 600,000.00 Purchase Stated 800,000.00 12/1/2012
6856673956 420,000.00 420,000.00 Purchase Stated 527,000.00 12/1/2012
6887282652 201,600.00 201,600.00 Purchase Standard 252,500.00 12/1/2012
6921730559 420,000.00 420,000.00 Purchase Stated 809,000.00 1/1/2013
6963717811 385,000.00 385,000.00 Purchase Stated 730,000.00 1/1/2013
6979568869 101,200.00 101,200.00 Purchase Standard 132,000.00 1/1/2013
6992493749 536,000.00 536,000.00 Purchase Stated 700,000.00 1/1/2013
LOANID CEILING FLOOR CAPINT MARGIN INDEX ODATE
--------------------------------------------------------------------------------
6239826040 11.25 2.25 2 2.25 12 MO LIBOR 10/21/2005
6003497770 11 2.25 2 2.25 12 MO LIBOR 11/18/2005
6009930188 11.625 2.25 2 2.25 12 MO LIBOR 12/2/2005
6020037153 11 2.25 2 2.25 12 MO LIBOR 11/14/2005
6029705602 11.625 2.25 2 2.25 12 MO LIBOR 12/1/2005
6045426555 11.75 2.25 2 2.25 12 MO LIBOR 11/30/2005
6052459853 11.5 2.25 2 2.25 12 MO LIBOR 11/10/2005
6060610448 11.375 2.25 2 2.25 12 MO LIBOR 12/1/2005
6084748661 11.375 2.25 2 2.25 12 MO LIBOR 12/21/2005
6101441878 11.125 2.25 2 2.25 12 MO LIBOR 11/29/2005
6136831226 11.25 2.25 2 2.25 12 MO LIBOR 11/17/2005
6147747320 10.75 2.25 2 2.25 12 MO LIBOR 12/20/2005
6158182292 11.375 2.25 2 2.25 12 MO LIBOR 12/15/2005
6170749615 11.625 2.25 2 2.25 12 MO LIBOR 12/16/2005
6190306586 11.375 2.25 2 2.25 12 MO LIBOR 11/18/2005
6212876970 11.625 2.25 2 2.25 12 MO LIBOR 12/14/2005
6219603732 11.5 2.25 2 2.25 12 MO LIBOR 12/16/2005
6228160682 11.5 2.25 2 2.25 12 MO LIBOR 11/29/2005
6245580888 11.375 2.25 2 2.25 12 MO LIBOR 11/17/2005
6263292481 11.375 2.25 2 2.25 12 MO LIBOR 11/21/2005
6273052230 11.25 2.25 2 2.25 12 MO LIBOR 12/2/2005
6278970188 10.875 2.25 2 2.25 12 MO LIBOR 12/15/2005
6289708619 11.375 2.25 2 2.25 12 MO LIBOR 12/16/2005
6304394387 11.25 2.25 2 2.25 12 MO LIBOR 12/7/2005
6328359515 11.25 2.25 2 2.25 12 MO LIBOR 12/1/2005
6330539013 11.625 2.25 2 2.25 12 MO LIBOR 12/9/2005
6332139143 11 2.25 2 2.25 12 MO LIBOR 11/18/2005
6332831939 11.125 2.25 2 2.25 12 MO LIBOR 12/5/2005
6342555940 11.5 2.25 2 2.25 12 MO LIBOR 11/22/2005
6347306786 10.875 2.25 2 2.25 12 MO LIBOR 11/22/2005
6348925287 11.125 2.25 2 2.25 12 MO LIBOR 12/7/2005
6353759118 11.125 2.25 2 2.25 12 MO LIBOR 11/30/2005
6375097208 11 2.25 2 2.25 12 MO LIBOR 12/19/2005
6382859129 11.125 2.25 2 2.25 12 MO LIBOR 9/30/2005
6428679465 11.625 2.25 2 2.25 12 MO LIBOR 11/29/2005
6451986563 10.75 2.25 2 2.25 12 MO LIBOR 12/9/2005
6475185770 11.25 2.25 2 2.25 12 MO LIBOR 11/16/2005
6479766096 11.125 2.25 2 2.25 12 MO LIBOR 12/14/2005
6495628494 10.875 2.25 2 2.25 12 MO LIBOR 10/28/2005
6504803237 11.125 2.25 2 2.25 12 MO LIBOR 12/15/2005
6519696600 11 2.25 2 2.25 12 MO LIBOR 11/23/2005
6527284217 11.375 2.25 2 2.25 12 MO LIBOR 12/8/2005
6536992321 11.375 2.25 2 2.25 12 MO LIBOR 12/16/2005
6538133973 11 2.25 2 2.25 12 MO LIBOR 11/25/2005
6548395596 11.5 2.25 2 2.25 12 MO LIBOR 11/21/2005
6558266778 11.75 2.25 2 2.25 12 MO LIBOR 12/22/2005
6561019198 10.75 2.25 2 2.25 12 MO LIBOR 12/16/2005
6564761598 10.5 2.25 2 2.25 12 MO LIBOR 12/16/2005
6568744400 11.375 2.25 2 2.25 12 MO LIBOR 11/21/2005
6576852468 11.5 2.25 2 2.25 12 MO LIBOR 12/2/2005
6631787493 10.875 2.25 2 2.25 12 MO LIBOR 11/23/2005
6638268125 11.5 2.25 2 2.25 12 MO LIBOR 11/21/2005
6670474433 11.625 2.25 2 2.25 12 MO LIBOR 12/22/2005
6680691455 10.5 2.25 2 2.25 12 MO LIBOR 12/6/2005
6685613819 11.75 2.25 2 2.25 12 MO LIBOR 12/7/2005
6707859267 11.375 2.25 2 2.25 12 MO LIBOR 11/28/2005
6726868257 10.875 2.25 2 2.25 12 MO LIBOR 12/15/2005
6728800076 10.625 2.25 2 2.25 12 MO LIBOR 11/18/2005
6730960330 11.125 2.25 2 2.25 12 MO LIBOR 12/1/2005
6743277573 11.125 2.25 2 2.25 12 MO LIBOR 12/2/2005
6746683686 10.875 2.25 2 2.25 12 MO LIBOR 11/4/2005
6755889083 10.625 2.25 2 2.25 12 MO LIBOR 11/30/2005
6776479716 10.75 2.25 2 2.25 12 MO LIBOR 12/5/2005
6785371854 11.375 2.25 2 2.25 12 MO LIBOR 12/23/2005
6817539189 11.125 2.25 2 2.25 12 MO LIBOR 12/1/2005
6840291857 10.875 2.25 2 2.25 12 MO LIBOR 10/31/2005
6856673956 10.75 2.25 2 2.25 12 MO LIBOR 11/15/2005
6887282652 10.875 2.25 2 2.25 12 MO LIBOR 11/8/2005
6921730559 10.875 2.25 2 2.25 12 MO LIBOR 12/14/2005
6963717811 11.25 2.25 2 2.25 12 MO LIBOR 11/30/2005
6979568869 11.125 2.25 2 2.25 12 MO LIBOR 12/22/2005
6992493749 11.375 2.25 2 2.25 12 MO LIBOR 12/9/2005
EXHIBIT D-7
LOAN GROUP 7 MORTGAGE LOAN SCHEDULE
D-7-1
LOANID OCC PROPTYPE OTERM CORTERM OLTV RATE FPDATE NDDATE S_MATDATE PANDI PTDATE
-------------------------------------------------------------------------------------------------------------------------------
6004653595 Primary SFR 360 358 77.48 6.25 1/1/2006 2/1/2006 12/1/2035 4,166.67 1/1/2006
6025557312 Primary SFR 360 359 72.16 6.25 2/1/2006 2/1/2006 1/1/2036 1,916.67 2/1/2006
6042200136 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 850 2/1/2006
6042646247 Primary SFR 360 358 51.67 6.25 1/1/2006 2/1/2006 12/1/2035 1,385.94 1/1/2006
6049124701 Primary SFR 360 359 74.67 5.875 2/1/2006 2/1/2006 1/1/2036 2,741.67 2/1/2006
6059963881 Primary SFR 360 359 48 6.125 2/1/2006 3/1/2006 1/1/2036 1,653.75 2/1/2006
6060664759 Primary Condo 360 359 68.57 6.75 2/1/2006 2/1/2006 1/1/2036 675 2/1/2006
6063180761 Primary Condo 360 359 69.15 6.375 2/1/2006 2/1/2006 1/1/2036 1,726.56 2/1/2006
6068529319 Primary PUD 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 1,737.89 1/1/2006
6069492616 Primary Condo 360 358 49.5 6.5 1/1/2006 2/1/2006 12/1/2035 541.67 1/1/2006
6071386475 Primary SFR 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 3,429.90 2/1/2006
6072685800 Primary SFR 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 678.41 1/1/2006
6073068311 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 3,333.33 1/1/2006
6073208040 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,429.58 1/1/2006
6076142675 Primary SFR 360 358 70.87 5.875 1/1/2006 2/1/2006 12/1/2035 2,394.06 1/1/2006
6097778424 Primary SFR 360 358 51.47 6.25 1/1/2006 2/1/2006 12/1/2035 911.46 1/1/2006
6100007985 Primary PUD 360 359 47.5 6.125 2/1/2006 3/1/2006 1/1/2036 2,036.56 2/1/2006
6104873390 Primary SFR 360 359 67.61 5.875 2/1/2006 3/1/2006 1/1/2036 4,088.02 2/1/2006
6108604379 Primary PUD 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 2,096.84 2/1/2006
6139713975 Primary 2-Family 360 359 35.42 6.375 2/1/2006 2/1/2006 1/1/2036 3,453.13 2/1/2006
6145632326 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 649.25 2/1/2006
6147359324 Primary SFR 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,756.25 1/1/2006
6151094114 Secondary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 470 2/1/2006
6163539726 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,336.00 2/1/2006
6164155290 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 2,252.50 2/1/2006
6169158604 Primary PUD 360 358 26.2 6.75 1/1/2006 2/1/2006 12/1/2035 1,108.13 1/1/2006
6170533001 Primary SFR 360 359 66.27 6.25 2/1/2006 3/1/2006 1/1/2036 2,864.58 2/1/2006
6179510836 Primary PUD 360 359 77.52 6.75 2/1/2006 3/1/2006 1/1/2036 2,812.50 2/1/2006
6181298776 Primary PUD 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 700 1/1/2006
6185841647 Primary Condo 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 2,245.83 1/1/2006
6190188802 Primary Townhouse 360 359 76.92 6 2/1/2006 3/1/2006 1/1/2036 2,500.00 2/1/2006
6191801601 Primary PUD 360 359 66.4 5.625 2/1/2006 3/1/2006 1/1/2036 2,343.75 2/1/2006
6193759799 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,692.00 1/1/2006
6200299730 Primary PUD 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 1,640.00 2/1/2006
6207494953 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 1,690.00 2/1/2006
6225272399 Primary SFR 360 359 80 6 2/1/2006 3/1/2006 1/1/2036 1,900.00 2/1/2006
6230148253 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 1,645.62 2/1/2006
6236755069 Primary PUD 360 359 79.39 5.75 2/1/2006 2/1/2006 1/1/2036 3,593.75 2/1/2006
6240200367 Primary SFR 360 359 51.91 5.875 2/1/2006 2/1/2006 1/1/2036 2,325.52 2/1/2006
6241941480 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 715.6 2/1/2006
6248618099 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 1,018.33 1/1/2006
6248645571 Primary PUD 360 359 68.48 6.125 2/1/2006 2/1/2006 1/1/2036 1,957.45 2/1/2006
6254197228 Primary SFR 360 358 80 6.25 1/1/2006 3/1/2006 12/1/2035 730.53 2/1/2006
6261552126 Primary SFR 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 658.75 1/1/2006
6262027243 Primary SFR 360 358 22.27 5.875 1/1/2006 2/1/2006 12/1/2035 1,199.48 1/1/2006
6263133693 Primary SFR 360 359 80 6.75 2/1/2006 3/1/2006 1/1/2036 2,511.00 2/1/2006
6283547484 Secondary SFR 360 358 57.5 6.75 1/1/2006 2/1/2006 12/1/2035 6,468.75 1/1/2006
6296344713 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 959.58 1/1/2006
6299997103 Primary SFR 360 359 62.11 6.375 2/1/2006 3/1/2006 1/1/2036 1,567.19 2/1/2006
6305899129 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,480.00 2/1/2006
6315130044 Secondary SFR 360 358 44.38 6.25 1/1/2006 2/1/2006 12/1/2035 1,848.96 1/1/2006
6316737771 Primary SFR 360 358 69.17 6.375 1/1/2006 2/1/2006 12/1/2035 4,409.38 1/1/2006
6322484855 Primary SFR 360 357 80 5.75 12/1/2005 2/1/2006 11/1/2035 1,107.83 1/1/2006
6323786332 Primary SFR 360 359 39.96 6.375 2/1/2006 2/1/2006 1/1/2036 1,910.64 2/1/2006
6334584908 Primary SFR 360 358 73.62 5.875 1/1/2006 2/1/2006 12/1/2035 2,090.52 1/1/2006
6341520267 Primary SFR 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 3,356.00 2/1/2006
6344836124 Primary SFR 360 359 75 6.25 2/1/2006 3/1/2006 1/1/2036 3,027.34 2/1/2006
6354702919 Primary PUD 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 1,073.27 2/1/2006
6365184925 Primary SFR 360 359 70 5.375 2/1/2006 2/1/2006 1/1/2036 736.82 2/1/2006
6369071979 Primary Condo 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 3,202.08 2/1/2006
6379748376 Primary SFR 360 359 57.11 6.25 2/1/2006 2/1/2006 1/1/2036 1,338.54 2/1/2006
6387874446 Primary SFR 360 359 76.47 5.875 2/1/2006 2/1/2006 1/1/2036 3,182.29 2/1/2006
6387909770 Primary PUD 360 359 67.85 6.125 2/1/2006 2/1/2006 1/1/2036 2,143.75 2/1/2006
6391026603 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 2,578.33 2/1/2006
6391936652 Primary Condo 360 359 80 6.75 2/1/2006 2/1/2006 1/1/2036 1,709.55 2/1/2006
6392437122 Primary Townhouse 360 358 80 5.5 1/1/2006 3/1/2006 12/1/2035 3,116.67 2/1/2006
6394013285 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 3,300.00 1/1/2006
6395959478 Primary Condo 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 2,816.67 1/1/2006
6414642931 Primary SFR 360 359 75 5.875 2/1/2006 2/1/2006 1/1/2036 826.17 2/1/2006
6427085706 Primary PUD 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 2,083.33 2/1/2006
6434029523 Secondary PUD 360 359 69.57 6.375 2/1/2006 2/1/2006 1/1/2036 2,125.00 2/1/2006
6437351445 Primary SFR 360 359 75.56 6.25 2/1/2006 2/1/2006 1/1/2036 1,239.58 2/1/2006
6444171596 Primary SFR 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 2,395.83 1/1/2006
6444801309 Primary PUD 360 358 70 5.375 1/1/2006 3/1/2006 12/1/2035 2,754.69 2/1/2006
6451094293 Primary PUD 360 359 50.9 6 2/1/2006 2/1/2006 1/1/2036 2,545.00 2/1/2006
6451330549 Investor SFR 360 359 70 6.625 2/1/2006 2/1/2006 1/1/2036 1,070.49 2/1/2006
6452423475 Primary SFR 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 584.07 1/1/2006
6454441640 Primary Condo 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 797.33 2/1/2006
6457045950 Primary SFR 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 768.5 2/1/2006
6458824940 Primary PUD 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,208.50 2/1/2006
6459697790 Primary SFR 360 358 37.56 6.5 1/1/2006 2/1/2006 12/1/2035 4,170.83 1/1/2006
6460126482 Primary SFR 360 359 53.38 6.375 2/1/2006 3/1/2006 1/1/2036 2,098.44 2/1/2006
6460354746 Primary SFR 360 359 80 6.5 2/1/2006 3/1/2006 1/1/2036 909.57 2/1/2006
6461584481 Primary Condo 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 1,118.33 2/1/2006
6467504715 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 5,864.38 2/1/2006
6468152415 Primary SFR 360 358 71.51 6.125 1/1/2006 2/1/2006 12/1/2035 3,303.11 1/1/2006
6473924691 Primary PUD 360 358 68.29 5.75 1/1/2006 2/1/2006 12/1/2035 1,341.67 1/1/2006
6477244930 Primary SFR 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 2,212.92 2/1/2006
6490377790 Primary PUD 360 358 79.98 6.375 1/1/2006 2/1/2006 12/1/2035 596.33 1/1/2006
6497874070 Primary PUD 360 359 80 6.625 2/1/2006 3/1/2006 1/1/2036 676.19 2/1/2006
6498077046 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,674.17 2/1/2006
6505408556 Primary SFR 360 358 80 5.875 1/1/2006 3/1/2006 12/1/2035 2,741.14 2/1/2006
6506495065 Primary PUD 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 3,059.58 2/1/2006
6509742687 Primary PUD 360 358 62.1 5.875 1/1/2006 2/1/2006 12/1/2035 4,727.42 1/1/2006
6511395961 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,763.75 2/1/2006
6519675927 Secondary SFR 360 359 68.85 6.25 2/1/2006 2/1/2006 1/1/2036 1,559.90 2/1/2006
6521013828 Primary PUD 360 358 80 6.125 1/1/2006 2/1/2006 12/1/2035 1,545.05 1/1/2006
6521937612 Primary PUD 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 1,959.08 2/1/2006
6525538275 Primary Condo 360 359 79.89 6.25 2/1/2006 2/1/2006 1/1/2036 1,468.75 2/1/2006
6525668130 Primary Condo 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 909.5 2/1/2006
6538192391 Primary PUD 360 359 80 5.5 2/1/2006 2/1/2006 1/1/2036 2,603.33 2/1/2006
6545122092 Primary PUD 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,081.00 2/1/2006
6545874684 Primary PUD 360 359 69.51 5.625 2/1/2006 3/1/2006 1/1/2036 2,789.06 2/1/2006
6547512811 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 1,040.00 2/1/2006
6562774676 Primary SFR 360 358 65 6.125 1/1/2006 2/1/2006 12/1/2035 1,857.92 1/1/2006
6563155933 Primary SFR 360 358 45.87 6.5 1/1/2006 2/1/2006 12/1/2035 2,708.33 1/1/2006
6566490170 Primary SFR 360 358 80 6.625 1/1/2006 2/1/2006 12/1/2035 1,899.17 1/1/2006
6569857284 Primary Condo 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 2,343.75 2/1/2006
6575065443 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 1,565.20 2/1/2006
6579154581 Primary Condo 360 359 62.86 6.75 2/1/2006 2/1/2006 1/1/2036 1,856.25 2/1/2006
6581974760 Primary PUD 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,023.07 2/1/2006
6590441272 Primary SFR 360 358 65 6.125 1/1/2006 2/1/2006 12/1/2035 3,715.83 1/1/2006
6599621700 Primary SFR 360 359 68.85 6.625 2/1/2006 3/1/2006 1/1/2036 2,318.75 2/1/2006
6614665245 Primary SFR 360 358 67.36 6 1/1/2006 3/1/2006 12/1/2035 3,705.00 2/1/2006
6616447949 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 1,898.00 2/1/2006
6621139101 Primary PUD 360 358 79.97 6.5 1/1/2006 2/1/2006 12/1/2035 3,161.44 1/1/2006
6625783987 Primary PUD 360 358 64.66 6.25 1/1/2006 2/1/2006 12/1/2035 4,250.00 1/1/2006
6629049054 Primary PUD 360 358 42.86 5.875 1/1/2006 3/1/2006 12/1/2035 2,937.50 2/1/2006
6630241898 Primary SFR 360 358 59.57 6.25 1/1/2006 2/1/2006 12/1/2035 3,567.71 1/1/2006
6632532849 Primary PUD 360 358 80 5.75 1/1/2006 2/1/2006 12/1/2035 1,418.33 1/1/2006
6645268480 Primary SFR 360 358 69.06 6.375 1/1/2006 2/1/2006 12/1/2035 1,174.06 1/1/2006
6652148880 Primary SFR 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,904.00 2/1/2006
6658399354 Primary 2-Family 360 359 63.64 6.375 2/1/2006 2/1/2006 1/1/2036 3,495.63 2/1/2006
6659528860 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 2,812.50 2/1/2006
6663201892 Primary SFR 360 359 67.66 6.5 2/1/2006 2/1/2006 1/1/2036 2,345.42 2/1/2006
6665732381 Primary PUD 360 358 80 5.875 1/1/2006 2/1/2006 12/1/2035 788.42 1/1/2006
6669067495 Primary PUD 360 358 70 6.125 1/1/2006 2/1/2006 12/1/2035 1,915.08 1/1/2006
6680431803 Primary SFR 360 358 80 6.25 1/1/2006 2/1/2006 12/1/2035 2,904.17 1/1/2006
6697270533 Primary Condo 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 1,208.00 2/1/2006
6700178749 Primary Condo 360 358 53.89 5.875 1/1/2006 2/1/2006 12/1/2035 1,728.23 1/1/2006
6707549918 Secondary PUD 360 359 80 6.625 2/1/2006 2/1/2006 1/1/2036 1,015.83 2/1/2006
6708453920 Primary SFR 360 358 74.53 6.125 1/1/2006 2/1/2006 12/1/2035 3,062.50 1/1/2006
6710936334 Investor SFR 360 359 75 6.375 2/1/2006 2/1/2006 1/1/2036 617.58 2/1/2006
6724276727 Primary SFR 360 359 80 6.25 2/1/2006 2/1/2006 1/1/2036 360.42 2/1/2006
6753609145 Primary SFR 360 359 80 5.5 2/1/2006 3/1/2006 1/1/2036 2,629.00 2/1/2006
6756620883 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 982.04 2/1/2006
6767994020 Primary SFR 360 359 70 6 2/1/2006 2/1/2006 1/1/2036 1,470.00 2/1/2006
6768381466 Primary SFR 360 359 77.16 6.125 2/1/2006 2/1/2006 1/1/2036 2,552.08 2/1/2006
6776802669 Primary SFR 360 359 79.96 6.5 2/1/2006 2/1/2006 1/1/2036 801.67 2/1/2006
6785082782 Primary SFR 360 358 75 6.375 1/1/2006 2/1/2006 12/1/2035 2,972.34 1/1/2006
6788498720 Primary SFR 360 359 53.77 5.75 2/1/2006 3/1/2006 1/1/2036 1,365.63 2/1/2006
6792608561 Primary SFR 360 358 75 6.375 1/1/2006 2/1/2006 12/1/2035 3,287.11 1/1/2006
6797947352 Primary SFR 360 359 40.45 6.5 2/1/2006 3/1/2006 1/1/2036 1,950.00 2/1/2006
6800681196 Primary SFR 360 358 55.61 5.75 1/1/2006 2/1/2006 12/1/2035 2,185.00 1/1/2006
6800955111 Primary SFR 360 359 77.67 5.875 2/1/2006 2/1/2006 1/1/2036 2,281.46 2/1/2006
6803680070 Primary SFR 360 358 80 6 1/1/2006 2/1/2006 12/1/2035 2,600.00 1/1/2006
6807258956 Primary Condo 360 359 80 6.25 2/1/2006 3/1/2006 1/1/2036 1,270.83 2/1/2006
6815569790 Secondary Condo 360 358 80 6.5 1/1/2006 2/1/2006 12/1/2035 1,655.33 1/1/2006
6816121385 Primary Condo 360 359 50 6.375 2/1/2006 3/1/2006 1/1/2036 1,912.50 2/1/2006
6822559511 Primary SFR 360 359 80 6.625 2/1/2006 3/1/2006 1/1/2036 1,099.75 2/1/2006
6824690082 Secondary SFR 360 359 35.82 5.25 2/1/2006 2/1/2006 1/1/2036 2,625.00 2/1/2006
6831042970 Primary PUD 360 359 79.99 6.5 2/1/2006 3/1/2006 1/1/2036 823.06 2/1/2006
6837018560 Primary SFR 360 359 80 6.375 2/1/2006 3/1/2006 1/1/2036 1,687.25 2/1/2006
6838790217 Primary SFR 360 358 44.87 6.25 1/1/2006 2/1/2006 12/1/2035 1,822.92 1/1/2006
6848244270 Primary SFR 360 359 52.63 6.5 2/1/2006 2/1/2006 1/1/2036 5,416.67 2/1/2006
6856193708 Secondary Condo 360 359 80 6.625 2/1/2006 3/1/2006 1/1/2036 3,952.92 2/1/2006
6857651639 Primary SFR 360 358 80 6.375 1/1/2006 3/1/2006 12/1/2035 573.75 2/1/2006
6864665507 Primary PUD 360 358 48 6.125 1/1/2006 3/1/2006 12/1/2035 2,143.75 2/1/2006
6870299481 Secondary Condo 360 359 45.9 6.25 2/1/2006 2/1/2006 1/1/2036 1,458.33 2/1/2006
6873222134 Primary SFR 360 359 54.64 6.375 2/1/2006 2/1/2006 1/1/2036 2,002.81 2/1/2006
6873985441 Primary Condo 360 359 80 5.75 2/1/2006 2/1/2006 1/1/2036 962.17 2/1/2006
6889031479 Secondary Condo 360 358 75 6.125 1/1/2006 2/1/2006 12/1/2035 1,014.45 1/1/2006
6891512508 Primary PUD 360 359 75 6 2/1/2006 2/1/2006 1/1/2036 2,690.63 2/1/2006
6892427052 Secondary SFR 360 359 60.4 5.875 2/1/2006 3/1/2006 1/1/2036 881.25 2/1/2006
6893183696 Primary PUD 360 358 80 6.375 1/1/2006 2/1/2006 12/1/2035 1,075.25 1/1/2006
6893443835 Primary SFR 360 359 80 6.125 2/1/2006 2/1/2006 1/1/2036 2,286.67 2/1/2006
6901194818 Primary PUD 360 359 70 6.125 2/1/2006 2/1/2006 1/1/2036 3,019.11 2/1/2006
6908026153 Primary PUD 360 358 65.79 6.125 1/1/2006 2/1/2006 12/1/2035 2,546.22 1/1/2006
6915146655 Primary PUD 360 359 52.36 5.75 2/1/2006 3/1/2006 1/1/2036 3,512.29 2/1/2006
6930631293 Primary 3-Family 360 359 75 6.375 2/1/2006 2/1/2006 1/1/2036 5,267.34 2/1/2006
6934957074 Primary SFR 360 359 80 6.5 2/1/2006 2/1/2006 1/1/2036 706.33 2/1/2006
6935826559 Primary Condo 360 359 80 6 2/1/2006 2/1/2006 1/1/2036 3,215.00 2/1/2006
6937567946 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 1,211.25 2/1/2006
6938621197 Primary PUD 360 358 32.48 6.375 1/1/2006 2/1/2006 12/1/2035 3,968.44 1/1/2006
6940081471 Primary Condo 360 359 80 5.875 2/1/2006 2/1/2006 1/1/2036 1,089.22 2/1/2006
6946653935 Primary SFR 360 359 70 6 2/1/2006 3/1/2006 1/1/2036 2,187.50 2/1/2006
6948196818 Primary SFR 360 359 45.29 6.25 2/1/2006 2/1/2006 1/1/2036 9,895.83 2/1/2006
6970768468 Primary SFR 360 359 80 5.75 2/1/2006 3/1/2006 1/1/2036 2,181.17 2/1/2006
6971140303 Primary SFR 360 359 54.76 6.375 2/1/2006 3/1/2006 1/1/2036 1,498.13 2/1/2006
6971463143 Primary SFR 360 357 80 5.875 12/1/2005 2/1/2006 11/1/2035 2,252.08 1/1/2006
6971650855 Primary PUD 360 359 80 6.375 2/1/2006 2/1/2006 1/1/2036 688.5 2/1/2006
6972305236 Primary SFR 360 358 55.21 6 1/1/2006 3/1/2006 12/1/2035 1,739.18 2/1/2006
6983257517 Primary PUD 360 358 61 6 1/1/2006 3/1/2006 12/1/2035 2,345.00 2/1/2006
6985331179 Primary SFR 360 359 80 6.125 2/1/2006 3/1/2006 1/1/2036 2,409.17 2/1/2006
6989107369 Primary SFR 360 359 59 5.875 2/1/2006 2/1/2006 1/1/2036 4,895.83 2/1/2006
6995757959 Primary SFR 360 359 59.06 6.375 2/1/2006 2/1/2006 1/1/2036 2,666.88 2/1/2006
LOANID OBAL COBAL PURPOSE DOC OAPPVAL FRTRDATE
-----------------------------------------------------------------------------------------------
6004653595 800,000.00 800,000.00 Purchase Standard 1,200,000.00 12/1/2015
6025557312 368,000.00 368,000.00 C/O Refi Stated 510,000.00 1/1/2016
6042200136 160,000.00 160,000.00 Purchase Stated 205,000.00 1/1/2016
6042646247 266,100.00 266,100.00 C/O Refi Stated 515,000.00 12/1/2015
6049124701 560,000.00 560,000.00 R/T Refi Stated 750,000.00 1/1/2016
6059963881 324,000.00 324,000.00 C/O Refi Stated 675,000.00 1/1/2016
6060664759 120,000.00 120,000.00 C/O Refi Stated 175,000.00 1/1/2016
6063180761 325,000.00 325,000.00 C/O Refi Stated 470,000.00 1/1/2016
6068529319 362,691.00 362,691.00 Purchase Standard 459,000.00 12/1/2015
6069492616 100,000.00 100,000.00 Purchase Stated 208,000.00 12/1/2015
6071386475 633,213.00 633,213.00 Purchase Standard 800,000.00 1/1/2016
6072685800 141,582.00 141,582.00 Purchase Standard 180,000.00 12/1/2015
6073068311 640,000.00 640,000.00 Purchase Standard 803,000.00 12/1/2015
6073208040 476,000.00 476,000.00 Purchase Stated 595,000.00 12/1/2015
6076142675 489,000.00 488,782.62 R/T Refi Stated 690,000.00 12/1/2015
6097778424 175,000.00 175,000.00 C/O Refi Stated 340,000.00 12/1/2015
6100007985 399,000.00 399,000.00 C/O Refi Stated 840,000.00 1/1/2016
6104873390 835,000.00 835,000.00 Purchase Stated 1,235,000.00 1/1/2016
6108604379 394,700.00 394,700.00 Purchase Stated 493,500.00 1/1/2016
6139713975 650,000.00 650,000.00 C/O Refi Stated 1,835,000.00 1/1/2016
6145632326 127,200.00 127,193.45 Purchase Standard 160,000.00 1/1/2016
6147359324 540,000.00 540,000.00 Purchase Standard 675,000.00 12/1/2015
6151094114 96,000.00 96,000.00 Purchase Standard 120,000.00 1/1/2016
6163539726 267,200.00 267,200.00 Purchase Standard 344,000.00 1/1/2016
6164155290 424,000.00 423,954.69 C/O Refi Stated 530,000.00 1/1/2016
6169158604 197,000.00 197,000.00 C/O Refi Stated 752,000.00 12/1/2015
6170533001 550,000.00 550,000.00 C/O Refi Stated 830,000.00 1/1/2016
6179510836 500,000.00 500,000.00 Purchase Stated 645,000.00 1/1/2016
6181298776 134,400.00 134,400.00 Purchase Stated 174,000.00 12/1/2015
6185841647 440,000.00 440,000.00 R/T Refi Stated 550,000.00 12/1/2015
6190188802 500,000.00 500,000.00 Purchase Stated 669,000.00 1/1/2016
6191801601 500,000.00 500,000.00 C/O Refi Stated 753,000.00 1/1/2016
6193759799 345,600.00 345,600.00 Purchase Stated 432,000.00 12/1/2015
6200299730 328,000.00 328,000.00 Purchase Standard 415,000.00 1/1/2016
6207494953 312,000.00 312,000.00 Purchase Stated 400,000.00 1/1/2016
6225272399 380,000.00 380,000.00 Purchase Standard 490,000.00 1/1/2016
6230148253 315,960.00 315,960.00 Purchase Stated 415,000.00 1/1/2016
6236755069 750,000.00 750,000.00 Purchase Standard 1,355,000.00 1/1/2016
6240200367 475,000.00 475,000.00 C/O Refi Stated 915,000.00 1/1/2016
6241941480 140,200.00 140,200.00 Purchase Standard 175,500.00 1/1/2016
6248618099 208,000.00 208,000.00 Purchase Standard 261,500.00 12/1/2015
6248645571 383,500.00 383,500.00 C/O Refi Stated 560,000.00 1/1/2016
6254197228 140,262.00 140,262.00 Purchase Standard 177,000.00 12/1/2015
6261552126 124,000.00 123,990.00 Purchase Standard 155,000.00 12/1/2015
6262027243 245,000.00 244,999.74 R/T Refi Stated 1,100,000.00 12/1/2015
6263133693 446,400.00 446,400.00 Purchase Standard 590,000.00 1/1/2016
6283547484 1,150,000.00 1,150,000.00 C/O Refi Standard 2,000,000.00 12/1/2015
6296344713 196,000.00 196,000.00 Purchase Standard 245,000.00 12/1/2015
6299997103 295,000.00 294,867.19 C/O Refi Stated 475,000.00 1/1/2016
6305899129 296,000.00 296,000.00 Purchase Standard 370,000.00 1/1/2016
6315130044 355,000.00 354,663.16 C/O Refi Stated 800,000.00 12/1/2015
6316737771 830,000.00 830,000.00 R/T Refi Stated 1,200,000.00 12/1/2015
6322484855 231,200.00 231,200.00 Purchase Standard 290,000.00 11/1/2015
6323786332 359,650.00 359,650.00 C/O Refi Stated 900,000.00 1/1/2016
6334584908 427,000.00 427,000.00 R/T Refi Stated 580,000.00 12/1/2015
6341520267 671,200.00 671,200.00 Purchase Stated 839,000.00 1/1/2016
6344836124 581,250.00 581,250.00 R/T Refi Stated 775,000.00 1/1/2016
6354702919 202,027.00 202,027.00 Purchase Standard 325,000.00 1/1/2016
6365184925 164,500.00 164,500.00 Purchase Stated 235,000.00 1/1/2016
6369071979 580,000.00 580,000.00 Purchase Standard 750,000.00 1/1/2016
6379748376 257,000.00 257,000.00 C/O Refi Stated 450,000.00 1/1/2016
6387874446 650,000.00 646,800.00 Purchase Standard 850,000.00 1/1/2016
6387909770 420,000.00 420,000.00 C/O Refi Stated 619,000.00 1/1/2016
6391026603 476,000.00 476,000.00 Purchase Standard 595,000.00 1/1/2016
6391936652 303,920.00 303,920.00 Purchase Stated 380,000.00 1/1/2016
6392437122 680,000.00 680,000.00 Purchase Stated 850,000.00 12/1/2015
6394013285 660,000.00 660,000.00 Purchase Stated 825,000.00 12/1/2015
6395959478 520,000.00 520,000.00 Purchase Standard 650,000.00 12/1/2015
6414642931 168,750.00 168,750.00 R/T Refi Stated 225,000.00 1/1/2016
6427085706 400,000.00 399,983.74 C/O Refi Standard 500,000.00 1/1/2016
6434029523 400,000.00 400,000.00 Purchase Stated 575,000.00 1/1/2016
6437351445 238,000.00 238,000.00 C/O Refi Stated 315,000.00 1/1/2016
6444171596 500,000.00 500,000.00 Purchase Stated 625,000.00 12/1/2015
6444801309 616,000.00 614,999.69 Purchase Stated 880,000.00 12/1/2015
6451094293 509,000.00 509,000.00 R/T Refi Stated 1,000,000.00 1/1/2016
6451330549 193,900.00 193,900.00 Purchase Stated 277,000.00 1/1/2016
6452423475 119,300.00 119,300.00 Purchase Standard 150,000.00 12/1/2015
6454441640 147,200.00 147,200.00 Purchase Standard 190,000.00 1/1/2016
6457045950 139,200.00 139,200.00 R/T Refi Stated 174,000.00 1/1/2016
6458824940 241,700.00 241,700.00 Purchase Standard 305,000.00 1/1/2016
6459697790 770,000.00 770,000.00 R/T Refi Stated 2,050,000.00 12/1/2015
6460126482 395,000.00 395,000.00 C/O Refi Stated 740,000.00 1/1/2016
6460354746 167,920.00 167,920.00 Purchase Standard 214,000.00 1/1/2016
6461584481 244,000.00 244,000.00 Purchase Standard 325,000.00 1/1/2016
6467504715 940,000.00 939,129.37 Purchase Standard 1,300,000.00 1/1/2016
6468152415 647,139.00 647,139.00 R/T Refi Stated 905,000.00 12/1/2015
6473924691 280,000.00 280,000.00 C/O Refi Stated 410,000.00 12/1/2015
6477244930 452,000.00 452,000.00 Purchase Stated 565,000.00 1/1/2016
6490377790 112,250.00 112,250.00 Purchase Standard 147,000.00 12/1/2015
6497874070 122,480.00 122,476.69 Purchase Standard 157,000.00 1/1/2016
6498077046 328,000.00 328,000.00 Purchase Standard 415,000.00 1/1/2016
6505408556 560,000.00 559,782.81 Purchase Stated 700,000.00 12/1/2015
6506495065 575,920.00 575,920.00 Purchase Standard 720,000.00 12/1/2015
6509742687 965,600.00 965,600.00 R/T Refi Stated 1,555,000.00 12/1/2015
6511395961 332,000.00 332,000.00 Purchase Standard 415,000.00 1/1/2016
6519675927 299,500.00 299,500.00 R/T Refi Stated 435,000.00 1/1/2016
6521013828 302,703.00 302,703.00 Purchase Standard 378,400.00 12/1/2015
6521937612 383,820.00 383,820.00 Purchase Standard 490,000.00 1/1/2016
6525538275 282,000.00 282,000.00 R/T Refi Stated 353,000.00 1/1/2016
6525668130 171,200.00 171,200.00 Purchase Standard 214,000.00 1/1/2016
6538192391 568,000.00 568,000.00 Purchase Standard 727,000.00 1/1/2016
6545122092 220,800.00 220,800.00 Purchase Stated 276,000.00 1/1/2016
6545874684 595,000.00 595,000.00 C/O Refi Stated 856,000.00 1/1/2016
6547512811 192,000.00 192,000.00 R/T Refi Stated 240,000.00 1/1/2016
6562774676 364,000.00 364,000.00 R/T Refi Stated 560,000.00 12/1/2015
6563155933 500,000.00 500,000.00 C/O Refi Stated 1,090,000.00 12/1/2015
6566490170 344,000.00 344,000.00 C/O Refi Stated 430,000.00 12/1/2015
6569857284 450,000.00 450,000.00 Purchase Stated 563,000.00 1/1/2016
6575065443 288,960.00 288,960.00 Purchase Stated 368,000.00 1/1/2016
6579154581 330,000.00 330,000.00 C/O Refi Stated 525,000.00 1/1/2016
6581974760 208,968.00 208,968.00 Purchase Standard 265,000.00 1/1/2016
6590441272 728,000.00 727,750.00 C/O Refi Stated 1,120,000.00 12/1/2015
6599621700 420,000.00 420,000.00 Purchase Stated 610,000.00 1/1/2016
6614665245 741,000.00 741,000.00 R/T Refi Stated 1,100,000.00 12/1/2015
6616447949 350,400.00 350,400.00 Purchase Stated 438,000.00 1/1/2016
6621139101 583,650.00 583,650.00 Purchase Standard 735,000.00 12/1/2015
6625783987 816,000.00 816,000.00 R/T Refi Stated 1,262,000.00 12/1/2015
6629049054 600,000.00 599,985.00 R/T Refi Stated 1,400,000.00 12/1/2015
6630241898 685,000.00 685,000.00 C/O Refi Stated 1,150,000.00 12/1/2015
6632532849 296,000.00 296,000.00 Purchase Standard 375,000.00 12/1/2015
6645268480 221,000.00 221,000.00 R/T Refi Stated 320,000.00 12/1/2015
6652148880 358,400.00 358,400.00 C/O Refi Stated 448,000.00 1/1/2016
6658399354 658,000.00 658,000.00 R/T Refi Stated 1,034,000.00 1/1/2016
6659528860 540,000.00 540,000.00 Purchase Stated 675,000.00 1/1/2016
6663201892 433,000.00 433,000.00 R/T Refi Stated 640,000.00 1/1/2016
6665732381 161,040.00 160,990.00 Purchase Standard 201,300.00 12/1/2015
6669067495 375,200.00 375,200.00 C/O Refi Stated 536,000.00 12/1/2015
6680431803 557,600.00 557,600.00 Purchase Standard 697,000.00 12/1/2015
6697270533 241,600.00 241,600.00 Purchase Standard 302,000.00 1/1/2016
6700178749 353,000.00 353,000.00 R/T Refi Stated 655,000.00 12/1/2015
6707549918 184,000.00 184,000.00 Purchase Standard 241,000.00 1/1/2016
6708453920 600,000.00 600,000.00 C/O Refi Stated 805,000.00 12/1/2015
6710936334 116,250.00 116,250.00 Purchase Stated 164,000.00 1/1/2016
6724276727 69,200.00 69,200.00 Purchase Standard 87,500.00 1/1/2016
6753609145 573,600.00 573,500.00 Purchase Stated 717,000.00 1/1/2016
6756620883 192,400.00 192,400.00 Purchase Standard 260,000.00 1/1/2016
6767994020 293,999.00 293,999.00 C/O Refi Stated 420,000.00 1/1/2016
6768381466 500,000.00 500,000.00 C/O Refi Stated 648,000.00 1/1/2016
6776802669 148,000.00 148,000.00 Purchase Stated 187,000.00 1/1/2016
6785082782 559,500.00 559,500.00 Purchase Stated 750,000.00 12/1/2015
6788498720 285,000.00 285,000.00 R/T Refi Stated 530,000.00 1/1/2016
6792608561 618,750.00 618,750.00 R/T Refi Stated 825,000.00 12/1/2015
6797947352 360,000.00 360,000.00 C/O Refi Stated 890,000.00 1/1/2016
6800681196 456,000.00 456,000.00 R/T Refi Stated 820,000.00 12/1/2015
6800955111 466,000.00 466,000.00 C/O Refi Stated 600,000.00 1/1/2016
6803680070 520,000.00 520,000.00 Purchase Stated 675,000.00 12/1/2015
6807258956 244,000.00 244,000.00 Purchase Standard 310,000.00 1/1/2016
6815569790 305,600.00 305,600.00 Purchase No Ratio 383,000.00 12/1/2015
6816121385 360,000.00 358,000.50 R/T Refi Stated 720,000.00 1/1/2016
6822559511 199,200.00 199,200.00 Purchase Standard 271,000.00 1/1/2016
6824690082 600,000.00 600,000.00 C/O Refi Stated 1,675,000.00 1/1/2016
6831042970 151,950.00 151,930.00 Purchase Standard 190,000.00 1/1/2016
6837018560 317,600.00 317,600.00 Purchase Standard 397,000.00 1/1/2016
6838790217 350,000.00 349,662.92 C/O Refi Stated 780,000.00 12/1/2015
6848244270 1,000,000.00 1,000,000.00 R/T Refi Stated 1,900,000.00 1/1/2016
6856193708 716,000.00 716,000.00 Purchase Stated 895,000.00 1/1/2016
6857651639 108,000.00 108,000.00 Purchase Standard 135,000.00 12/1/2015
6864665507 420,000.00 420,000.00 R/T Refi Stated 875,000.00 12/1/2015
6870299481 280,000.00 280,000.00 C/O Refi Stated 610,000.00 1/1/2016
6873222134 377,000.00 377,000.00 R/T Refi Stated 690,000.00 1/1/2016
6873985441 200,800.00 200,800.00 Purchase Standard 252,000.00 1/1/2016
6889031479 198,750.00 198,750.00 Purchase Stated 265,500.00 12/1/2015
6891512508 538,125.00 538,125.00 Purchase Stated 717,500.00 1/1/2016
6892427052 180,000.00 180,000.00 C/O Refi Stated 298,000.00 1/1/2016
6893183696 202,400.00 202,400.00 Purchase Standard 265,000.00 12/1/2015
6893443835 448,000.00 448,000.00 Purchase Standard 560,000.00 1/1/2016
6901194818 591,500.00 591,500.00 C/O Refi Stated 845,000.00 1/1/2016
6908026153 500,000.00 498,852.08 C/O Refi Stated 760,000.00 12/1/2015
6915146655 733,000.00 733,000.00 R/T Refi Stated 1,400,000.00 1/1/2016
6930631293 991,500.00 991,500.00 Purchase Standard 1,322,000.00 1/1/2016
6934957074 130,400.00 130,400.00 Purchase Standard 163,000.00 1/1/2016
6935826559 643,000.00 643,000.00 Purchase Stated 804,000.00 1/1/2016
6937567946 228,000.00 228,000.00 Purchase Standard 285,000.00 1/1/2016
6938621197 747,000.00 747,000.00 R/T Refi Stated 2,300,000.00 12/1/2015
6940081471 222,480.00 222,480.00 Purchase Standard 278,100.00 1/1/2016
6946653935 437,500.00 437,499.50 C/O Refi Stated 625,000.00 1/1/2016
6948196818 1,900,000.00 1,900,000.00 Purchase Standard 4,200,000.00 1/1/2016
6970768468 455,200.00 455,200.00 Purchase Standard 570,000.00 1/1/2016
6971140303 282,000.00 281,898.63 R/T Refi Stated 515,000.00 1/1/2016
6971463143 460,000.00 460,000.00 Purchase Standard 577,000.00 11/1/2015
6971650855 129,600.00 129,600.00 Purchase Standard 164,000.00 1/1/2016
6972305236 347,836.00 347,836.00 R/T Refi Stated 630,000.00 12/1/2015
6983257517 469,000.00 469,000.00 Purchase Stated 773,000.00 12/1/2015
6985331179 472,000.00 471,500.00 R/T Refi Stated 590,000.00 1/1/2016
6989107369 1,000,000.00 1,000,000.00 Purchase Stated 1,700,000.00 1/1/2016
6995757959 502,000.00 502,000.00 C/O Refi Stated 850,000.00 1/1/2016
LOANID CEILING FLOOR CAPINT MARGIN INDEX ODATE
-------------------------------------------------------------------------------
6004653595 11.25 2.25 2 2.25 12 MO LIBOR 11/14/2005
6025557312 11.25 2.25 2 2.25 12 MO LIBOR 12/7/2005
6042200136 11.375 2.25 2 2.25 12 MO LIBOR 12/7/2005
6042646247 11.25 2.25 2 2.25 12 MO LIBOR 11/28/2005
6049124701 10.875 2.25 2 2.25 12 MO LIBOR 12/9/2005
6059963881 11.125 2.25 2 2.25 12 MO LIBOR 12/9/2005
6060664759 11.75 2.25 2 2.25 12 MO LIBOR 12/8/2005
6063180761 11.375 2.25 2 2.25 12 MO LIBOR 12/6/2005
6068529319 10.75 2.25 2 2.25 12 MO LIBOR 11/23/2005
6069492616 11.5 2.25 2 2.25 12 MO LIBOR 11/29/2005
6071386475 11.5 2.25 2 2.25 12 MO LIBOR 12/19/2005
6072685800 10.75 2.25 2 2.25 12 MO LIBOR 11/29/2005
6073068311 11.25 2.25 2 2.25 12 MO LIBOR 11/7/2005
6073208040 11.125 2.25 2 2.25 12 MO LIBOR 11/23/2005
6076142675 10.875 2.25 2 2.25 12 MO LIBOR 11/9/2005
6097778424 11.25 2.25 2 2.25 12 MO LIBOR 11/15/2005
6100007985 11.125 2.25 2 2.25 12 MO LIBOR 12/19/2005
6104873390 10.875 2.25 2 2.25 12 MO LIBOR 12/21/2005
6108604379 11.375 2.25 2 2.25 12 MO LIBOR 12/1/2005
6139713975 11.375 2.25 2 2.25 12 MO LIBOR 12/19/2005
6145632326 11.125 2.25 2 2.25 12 MO LIBOR 12/15/2005
6147359324 11.125 2.25 2 2.25 12 MO LIBOR 11/16/2005
6151094114 10.875 2.25 2 2.25 12 MO LIBOR 12/12/2005
6163539726 11 2.25 2 2.25 12 MO LIBOR 12/14/2005
6164155290 11.375 2.25 2 2.25 12 MO LIBOR 12/12/2005
6169158604 11.75 2.25 2 2.25 12 MO LIBOR 11/18/2005
6170533001 11.25 2.25 2 2.25 12 MO LIBOR 12/9/2005
6179510836 11.75 2.25 2 2.25 12 MO LIBOR 12/8/2005
6181298776 11.25 2.25 2 2.25 12 MO LIBOR 11/30/2005
6185841647 11.125 2.25 2 2.25 12 MO LIBOR 11/21/2005
6190188802 11 2.25 2 2.25 12 MO LIBOR 12/14/2005
6191801601 10.625 2.25 2 2.25 12 MO LIBOR 12/1/2005
6193759799 10.875 2.25 2 2.25 12 MO LIBOR 11/30/2005
6200299730 11 2.25 2 2.25 12 MO LIBOR 12/16/2005
6207494953 11.5 2.25 2 2.25 12 MO LIBOR 12/22/2005
6225272399 11 2.25 2 2.25 12 MO LIBOR 12/2/2005
6230148253 11.25 2.25 2 2.25 12 MO LIBOR 12/8/2005
6236755069 10.75 2.25 2 2.25 12 MO LIBOR 11/28/2005
6240200367 10.875 2.25 2 2.25 12 MO LIBOR 12/19/2005
6241941480 11.125 2.25 2 2.25 12 MO LIBOR 12/12/2005
6248618099 10.875 2.25 2 2.25 12 MO LIBOR 11/18/2005
6248645571 11.125 2.25 2 2.25 12 MO LIBOR 12/2/2005
6254197228 11.25 2.25 2 2.25 12 MO LIBOR 11/18/2005
6261552126 11.375 2.25 2 2.25 12 MO LIBOR 11/30/2005
6262027243 10.875 2.25 2 2.25 12 MO LIBOR 11/22/2005
6263133693 11.75 2.25 2 2.25 12 MO LIBOR 12/12/2005
6283547484 11.75 2.25 2 2.25 12 MO LIBOR 11/21/2005
6296344713 10.875 2.25 2 2.25 12 MO LIBOR 11/17/2005
6299997103 11.375 2.25 2 2.25 12 MO LIBOR 12/2/2005
6305899129 11 2.25 2 2.25 12 MO LIBOR 12/9/2005
6315130044 11.25 2.25 2 2.25 12 MO LIBOR 11/18/2005
6316737771 11.375 2.25 2 2.25 12 MO LIBOR 11/21/2005
6322484855 10.75 2.25 2 2.25 12 MO LIBOR 10/24/2005
6323786332 11.375 2.25 2 2.25 12 MO LIBOR 12/2/2005
6334584908 10.875 2.25 2 2.25 12 MO LIBOR 11/21/2005
6341520267 11 2.25 2 2.25 12 MO LIBOR 12/13/2005
6344836124 11.25 2.25 2 2.25 12 MO LIBOR 12/12/2005
6354702919 11.375 2.25 2 2.25 12 MO LIBOR 12/13/2005
6365184925 10.375 2.25 2 2.25 12 MO LIBOR 12/16/2005
6369071979 11.625 2.25 2 2.25 12 MO LIBOR 12/6/2005
6379748376 11.25 2.25 2 2.25 12 MO LIBOR 12/6/2005
6387874446 10.875 2.25 2 2.25 12 MO LIBOR 12/15/2005
6387909770 11.125 2.25 2 2.25 12 MO LIBOR 12/5/2005
6391026603 11.5 2.25 2 2.25 12 MO LIBOR 12/12/2005
6391936652 11.75 2.25 2 2.25 12 MO LIBOR 12/16/2005
6392437122 10.5 2.25 2 2.25 12 MO LIBOR 11/8/2005
6394013285 11 2.25 2 2.25 12 MO LIBOR 11/8/2005
6395959478 11.5 2.25 2 2.25 12 MO LIBOR 12/1/2005
6414642931 10.875 2.25 2 2.25 12 MO LIBOR 12/6/2005
6427085706 11.25 2.25 2 2.25 12 MO LIBOR 12/7/2005
6434029523 11.375 2.25 2 2.25 12 MO LIBOR 12/7/2005
6437351445 11.25 2.25 2 2.25 12 MO LIBOR 12/9/2005
6444171596 10.75 2.25 2 2.25 12 MO LIBOR 11/17/2005
6444801309 10.375 2.25 2 2.25 12 MO LIBOR 11/21/2005
6451094293 11 2.25 2 2.25 12 MO LIBOR 12/9/2005
6451330549 11.625 2.25 2 2.25 12 MO LIBOR 12/9/2005
6452423475 10.875 2.25 2 2.25 12 MO LIBOR 11/30/2005
6454441640 11.5 2.25 2 2.25 12 MO LIBOR 12/19/2005
6457045950 11.625 2.25 2 2.25 12 MO LIBOR 12/5/2005
6458824940 11 2.25 2 2.25 12 MO LIBOR 12/15/2005
6459697790 11.5 2.25 2 2.25 12 MO LIBOR 11/18/2005
6460126482 11.375 2.25 2 2.25 12 MO LIBOR 11/28/2005
6460354746 11.5 2.25 2 2.25 12 MO LIBOR 12/21/2005
6461584481 10.5 2.25 2 2.25 12 MO LIBOR 12/5/2005
6467504715 11.375 2.25 2 2.25 12 MO LIBOR 12/7/2005
6468152415 11.125 2.25 2 2.25 12 MO LIBOR 11/23/2005
6473924691 10.75 2.25 2 2.25 12 MO LIBOR 11/9/2005
6477244930 10.875 2.25 2 2.25 12 MO LIBOR 12/1/2005
6490377790 11.375 2.25 2 2.25 12 MO LIBOR 11/30/2005
6497874070 11.625 2.25 2 2.25 12 MO LIBOR 12/19/2005
6498077046 11.125 2.25 2 2.25 12 MO LIBOR 12/19/2005
6505408556 10.875 2.25 2 2.25 12 MO LIBOR 11/8/2005
6506495065 11.375 2.25 2 2.25 12 MO LIBOR 12/1/2005
6509742687 10.875 2.25 2 2.25 12 MO LIBOR 11/22/2005
6511395961 11.375 2.25 2 2.25 12 MO LIBOR 12/9/2005
6519675927 11.25 2.25 2 2.25 12 MO LIBOR 12/9/2005
6521013828 11.125 2.25 2 2.25 12 MO LIBOR 11/30/2005
6521937612 11.125 2.25 2 2.25 12 MO LIBOR 12/21/2005
6525538275 11.25 2.25 2 2.25 12 MO LIBOR 11/30/2005
6525668130 11.375 2.25 2 2.25 12 MO LIBOR 12/15/2005
6538192391 10.5 2.25 2 2.25 12 MO LIBOR 12/9/2005
6545122092 10.875 2.25 2 2.25 12 MO LIBOR 12/5/2005
6545874684 10.625 2.25 2 2.25 12 MO LIBOR 12/9/2005
6547512811 11.5 2.25 2 2.25 12 MO LIBOR 12/14/2005
6562774676 11.125 2.25 2 2.25 12 MO LIBOR 11/29/2005
6563155933 11.5 2.25 2 2.25 12 MO LIBOR 11/16/2005
6566490170 11.625 2.25 2 2.25 12 MO LIBOR 11/29/2005
6569857284 11.25 2.25 2 2.25 12 MO LIBOR 12/6/2005
6575065443 11.5 2.25 2 2.25 12 MO LIBOR 12/6/2005
6579154581 11.75 2.25 2 2.25 12 MO LIBOR 11/28/2005
6581974760 10.875 2.25 2 2.25 12 MO LIBOR 12/15/2005
6590441272 11.125 2.25 2 2.25 12 MO LIBOR 11/21/2005
6599621700 11.625 2.25 2 2.25 12 MO LIBOR 12/7/2005
6614665245 11 2.25 2 2.25 12 MO LIBOR 11/25/2005
6616447949 11.5 2.25 2 2.25 12 MO LIBOR 12/6/2005
6621139101 11.5 2.25 2 2.25 12 MO LIBOR 11/29/2005
6625783987 11.25 2.25 2 2.25 12 MO LIBOR 11/14/2005
6629049054 10.875 2.25 2 2.25 12 MO LIBOR 11/18/2005
6630241898 11.25 2.25 2 2.25 12 MO LIBOR 11/3/2005
6632532849 10.75 2.25 2 2.25 12 MO LIBOR 11/28/2005
6645268480 11.375 2.25 2 2.25 12 MO LIBOR 11/23/2005
6652148880 11.375 2.25 2 2.25 12 MO LIBOR 12/9/2005
6658399354 11.375 2.25 2 2.25 12 MO LIBOR 12/13/2005
6659528860 11.25 2.25 2 2.25 12 MO LIBOR 12/6/2005
6663201892 11.5 2.25 2 2.25 12 MO LIBOR 12/13/2005
6665732381 10.875 2.25 2 2.25 12 MO LIBOR 11/29/2005
6669067495 11.125 2.25 2 2.25 12 MO LIBOR 11/28/2005
6680431803 11.25 2.25 2 2.25 12 MO LIBOR 11/28/2005
6697270533 11 2.25 2 2.25 12 MO LIBOR 12/21/2005
6700178749 10.875 2.25 2 2.25 12 MO LIBOR 11/28/2005
6707549918 11.625 2.25 2 2.25 12 MO LIBOR 12/16/2005
6708453920 11.125 2.25 2 2.25 12 MO LIBOR 11/28/2005
6710936334 11.375 2.25 2 2.25 12 MO LIBOR 12/13/2005
6724276727 11.25 2.25 2 2.25 12 MO LIBOR 12/16/2005
6753609145 10.5 2.25 2 2.25 12 MO LIBOR 12/6/2005
6756620883 11.125 2.25 2 2.25 12 MO LIBOR 12/21/2005
6767994020 11 2.25 2 2.25 12 MO LIBOR 12/2/2005
6768381466 11.125 2.25 2 2.25 12 MO LIBOR 12/6/2005
6776802669 11.5 2.25 2 2.25 12 MO LIBOR 12/16/2005
6785082782 11.375 2.25 2 2.25 12 MO LIBOR 11/22/2005
6788498720 10.75 2.25 2 2.25 12 MO LIBOR 12/1/2005
6792608561 11.375 2.25 2 2.25 12 MO LIBOR 11/23/2005
6797947352 11.5 2.25 2 2.25 12 MO LIBOR 12/9/2005
6800681196 10.75 2.25 2 2.25 12 MO LIBOR 11/8/2005
6800955111 10.875 2.25 2 2.25 12 MO LIBOR 12/5/2005
6803680070 11 2.25 2 2.25 12 MO LIBOR 11/28/2005
6807258956 11.25 2.25 2 2.25 12 MO LIBOR 12/16/2005
6815569790 11.5 2.25 2 2.25 12 MO LIBOR 11/30/2005
6816121385 11.375 2.25 2 2.25 12 MO LIBOR 12/6/2005
6822559511 11.625 2.25 2 2.25 12 MO LIBOR 12/7/2005
6824690082 10.25 2.25 2 2.25 12 MO LIBOR 12/16/2005
6831042970 11.5 2.25 2 2.25 12 MO LIBOR 12/9/2005
6837018560 11.375 2.25 2 2.25 12 MO LIBOR 12/1/2005
6838790217 11.25 2.25 2 2.25 12 MO LIBOR 11/22/2005
6848244270 11.5 2.25 2 2.25 12 MO LIBOR 12/15/2005
6856193708 11.625 2.25 2 2.25 12 MO LIBOR 12/6/2005
6857651639 11.375 2.25 2 2.25 12 MO LIBOR 11/30/2005
6864665507 11.125 2.25 2 2.25 12 MO LIBOR 11/23/2005
6870299481 11.25 2.25 2 2.25 12 MO LIBOR 12/14/2005
6873222134 11.375 2.25 2 2.25 12 MO LIBOR 12/6/2005
6873985441 10.75 2.25 2 2.25 12 MO LIBOR 12/19/2005
6889031479 11.125 2.25 2 2.25 12 MO LIBOR 11/21/2005
6891512508 11 2.25 2 2.25 12 MO LIBOR 12/15/2005
6892427052 10.875 2.25 2 2.25 12 MO LIBOR 12/7/2005
6893183696 11.375 2.25 2 2.25 12 MO LIBOR 11/29/2005
6893443835 11.125 2.25 2 2.25 12 MO LIBOR 12/1/2005
6901194818 11.125 2.25 2 2.25 12 MO LIBOR 12/7/2005
6908026153 11.125 2.25 2 2.25 12 MO LIBOR 11/18/2005
6915146655 10.75 2.25 2 2.25 12 MO LIBOR 12/7/2005
6930631293 11.375 2.25 2 2.25 12 MO LIBOR 11/30/2005
6934957074 11.5 2.25 2 2.25 12 MO LIBOR 12/8/2005
6935826559 11 2.25 2 2.25 12 MO LIBOR 12/9/2005
6937567946 11.375 2.25 2 2.25 12 MO LIBOR 12/8/2005
6938621197 11.375 2.25 2 2.25 12 MO LIBOR 11/21/2005
6940081471 10.875 2.25 2 2.25 12 MO LIBOR 12/23/2005
6946653935 11 2.25 2 2.25 12 MO LIBOR 12/7/2005
6948196818 11.25 2.25 2 2.25 12 MO LIBOR 12/2/2005
6970768468 10.75 2.25 2 2.25 12 MO LIBOR 12/9/2005
6971140303 11.375 2.25 2 2.25 12 MO LIBOR 12/12/2005
6971463143 10.875 2.25 2 2.25 12 MO LIBOR 11/3/2005
6971650855 11.375 2.25 2 2.25 12 MO LIBOR 12/21/2005
6972305236 11 2.25 2 2.25 12 MO LIBOR 11/21/2005
6983257517 11 2.25 2 2.25 12 MO LIBOR 11/29/2005
6985331179 11.125 2.25 2 2.25 12 MO LIBOR 11/29/2005
6989107369 10.875 2.25 2 2.25 12 MO LIBOR 12/7/2005
6995757959 11.375 2.25 2 2.25 12 MO LIBOR 12/7/2005
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: Wells Fargo Bank, N.A.
1015 10th Avenue Southeast
Minneapolis, Minnesota 55414
Attention: Inventory Control -- BAFC 2006-B
Re: The Pooling and Servicing Agreement, dated February 28, 2006, among Banc
of America Funding Corporation, as Depositor, Bank of America, National
Association, as Servicer, and Wells Fargo Bank, N.A., as Trustee.
In connection with the administration of the Mortgage Loans held by you,
as custodian, 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 of Servicer)
Issuer:_________________________________
Address:________________________________
________________________________________
Date:___________________________________
E-1
Custodian
Wells Fargo Bank, N.A.
Please acknowledge the execution of the above request by your signature and date
below:
__________________________________ _______________
Signature Date
Documents returned to Custodian:
__________________________________ _______________
Custodian Date
E-2
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated February 28, 2006, among Banc of America Funding Corporation, as
Depositor, Bank of America, National Association, as Servicer, and Wells Fargo
Bank, N.A., as Trustee.
[_______________],
By:_____________________________________
Name:___________________________________
Title:__________________________________
F-1
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-B
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-B, Class ___, having an initial aggregate
Certificate Balance as of February 28, 2006 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated February 28, 2006, among Banc of America Funding Corporation,
as Depositor, Bank of America, National Association, as Servicer, and Wells
Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:
1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the "1933
Act"), would render the disposition of the Transferred Certificates a violation
of Section 5 of the 1933 Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to the
1933 Act or any state securities laws.
G-1-1
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:___________________________________
Title:__________________________________
G-1-2
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-B
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-B, Class ___, having an initial aggregate
Certificate Balance as of February 28, 2006 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated February 28, 2006, among Banc of America
Funding Corporation, as Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer"
(a "Qualified Institutional Buyer") as that term is defined in Rule 144A
("Rule 144A") under the Securities Act of 1933, as amended (the "1933
Act"), and has completed one of the forms of certification to that effect
attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
sale to it is being made in reliance on Rule 144A. The Transferee is
acquiring the Transferred Certificates for its own account or for the
account of another Qualified Institutional Buyer, and understands that
such Transferred Certificates may be resold, pledged or transferred only
(a) to a person reasonably believed to be a Qualified Institutional Buyer
that purchases for its own account or for the account of another Qualified
Institutional Buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (b) pursuant to
another exemption from registration under the 1933 Act.
2. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and
distributions thereon, (c) the nature, performance and servicing of the
Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
created pursuant thereto, (e) any credit enhancement mechanism associated
with the Transferred Certificate, and (f) all related matters, that it has
requested.
G-2A-1
3. If the Transferee proposes that the Transferred Certificates
be registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:___________________________________
Title:__________________________________
G-2A-2
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
________________________________________
(Nominee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
G-2A-3
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") Wells Fargo Bank, N.A., as Trustee with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the 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, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (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
any such institutions, or is a foreign savings and loan
________________________
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
G-2A-4
association or equivalent institute 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, as of a
date not more than 16 months preceding the date of sale of the
Transferred Certificates in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date of sale
in the case of a foreign savings and loan association or equivalent
institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee 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 Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (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. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting
G-2A-5
principles and if the investments of such subsidiaries are managed under the
Transferee's direction. However, such securities were not included if the
Transferee is a majority-owned, consolidated subsidiary of another enterprise
and the Transferee is not itself a reporting company under the Securities
Exchange Act of 1934, as amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee 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 Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
________________________________________
Print Name of Transferee
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
G-2A-6
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee'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 Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee 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
Transferee'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).
G-2A-7
4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____
Yes No Will the Transferee be purchasing the Transferred
Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
________________________________________
Print Name of Transferee or Adviser
By:_____________________________________
Name:___________________________________
Title:__________________________________
IF AN ADVISER:
Print Name of Transferee
By:_____________________________________
Date:___________________________________
G-2A-8
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-B
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-B, Class ___, having an initial aggregate
Certificate Principal Balance as of February 28, 2006 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to [______________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated February 28, 2006, among Banc of
America Funding Corporation, as Depositor, Bank of America, National
Association, as Servicer, and Wells Fargo Bank, N.A., as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the 1933 Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless such resale or transfer is exempt from the registration requirements of
the 1933 Act and any applicable state securities laws or is made in accordance
with the 1933 Act and laws, in which case (i) unless the transfer is made in
reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee
G-2B-1
shall require a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit G-1 and a certificate from such Certificateholder's
prospective transferee substantially in the form attached to the Pooling and
Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B, which
certificates shall not be an expense of the Trustee or the Depositor; provided
that the foregoing requirements under clauses (i) and (ii) shall not apply to a
transfer of a Private Certificate between or among the Depositor, the Sponsor,
their affiliates or both.
3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
G-2B-2
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS
CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION
4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE
SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the 1933 Act, would render the disposition of the
Transferred Certificates a violation of Section 5 of the 1933 Act or any state
securities law or would require registration or qualification of the Transferred
Certificates pursuant thereto. The Transferee will not act, nor has it
authorized nor will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to the Transferred Certificates, any
interest in the Transferred Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business
G-2B-3
matters as to be capable of evaluating the merits and risks of an investment in
the Transferred Certificates; the Transferee has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such an
investment and can afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
________________________________________
(Transferee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
G-2B-4
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
________________________________________
(Nominee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
G-2B-5
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR ERISA RESTRICTED CERTIFICATES
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-B
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2006-B, Class ___, having an initial aggregate
Certificate Balance as of February 28, 2006 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to [______________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated February 28, 2006, among Banc of
America Funding Corporation, as Depositor, Bank of America, National
Association, as Servicer, and Wells Fargo Bank, N.A., as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan
or arrangement, including an individual retirement account, subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the
Internal Revenue Code of 1986, as amended (the "Code"), or any federal, state or
local law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) With respect to the Class B-4, Class B-5 and Class B-6 Certificates
only, it is an insurance company and the source of funds used to purchase the
Transferred Certificates is an "insurance company general account" (as defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to which the
amount of such general account's reserves and liabilities for the contract(s)
held by or on behalf of such Plan and all other Plans maintained by the same
employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves and
liabilities of such general account (as such amounts are determined under
Section I(a) of PTE 95-60) at the date of acquisition and all Plans that have an
interest in such general account are Plans to which PTE 95-60 applies.
H-1
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
________________________________________
(Transferee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
H-2
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-B
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________,
the proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated February 28, 2006 (the "Agreement"), among Banc of America Funding
Corporation, as Depositor, Bank of America, National Association, as Servicer,
and Wells Fargo Bank, N.A., as Trustee. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee, trustee
or agent for another Person who is a Permitted Transferee and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record Holder of an interest in such entity. The
Transferee understands that, other than in the case of an "electing large
partnership" under Section 775 of the Code, such tax will not be imposed for any
period with respect to which the record Holder furnishes to the pass-through
entity an affidavit that such record Holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a
I-1
partnership, trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.
7. The Transferee historically has paid its debts as they have become
due, and it intends to do so in the future.
8. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Residual Certificate.
9. The taxpayer identification number of the Transferee's nominee is
___________.
10. The Transferee is (i) a U.S. Person as defined in Code Section
7701(a)(30) or (ii) (A) the Transferee holds the Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective Internal Revenue
Service Form W-8ECI (or successor thereto) or (B) the Transferee has delivered
to both the transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Residual Certificate will not be
disregarded for federal income tax purposes.
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
12. The Transferee will not cause income from the Residual 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 any other
U.S. Person.
13. If the Transferee is purchasing the Residual Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.
I-2
14. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
15. The Transferee understands that it may incur tax liabilities with
respect to the Residual Certificate in excess of cash flows generated thereby.
16. The Transferee intends to pay taxes associated with holding the
Residual Certificate as such taxes become due.
* * *
I-3
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
________________________________________
Print Name of Transferee
By______________________________________
Name:
Title:
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 Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.
Subscribed and sworn before me this _____ day of _______________________,
____
________________________________________
NOTARY PUBLIC
My Commission expires the ____ day
of ________, ____.
I-4
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
[ ] The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Residual Certificate, in each case
calculated in accordance with U.S. Treasury Regulations Sections
1.860E-1(c)(7) and (8), computing present values using a discount rate
equal to the short-term Federal rate prescribed by Section 1274(d) of the
Code and the compounding period used by the Transferee.
OR
[ ] The transfer of the Residual Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Residual Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the
Transferee had gross assets for financial reporting purposes
(excluding any obligation of a person related to the Transferee
within the meaning of U.S. Treasury Regulations Section
1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in
excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Transferee has determined the consideration paid to it to
acquire the Residual Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and
investment rates, prepayment and loss assumptions, expense and
reinvestment assumptions, tax rates and other factors specific to
the Transferee) that it has determined in good faith; and
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to complete
a representation in the form of this Attachment A as a condition
of such transferee's purchase of the Residual Certificate.
I-5
EXHIBIT J
LIST OF RECORDATION STATES
Florida
Maryland
J-1
EXHIBIT K
FORM OF INITIAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
February 28, 2006
Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
Bank of America, National Association
475 Crosspoint Parkway
Getzville, New York 14068-9000
Attention: Servicing Manager
Re: The Pooling and Servicing Agreement, dated February 28, 2006 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of
America, National Association, as servicer, and Wells Fargo Bank,
N.A., as trustee.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as [Trustee] [Custodian], hereby certifies that, except as may be
specified in any list of exceptions attached hereto, either (i) it has received
the original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule or (ii) if such original Mortgage Note has been lost, a
copy of such original Mortgage Note, together with a lost note affidavit.
The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Initial
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
[WELLS FARGO BANK, N.A.,
as Trustee]
[______________________________________,
as Custodian]
By:_____________________________________
Name:___________________________________
Title:__________________________________
K-1
EXHIBIT L
FORM OF FINAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]
[__________ __, ____]
Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
Bank of America, National Association
475 Crosspoint Parkway
Getzville, New York 14068-9000
Attention: Servicing Manager
Re: The Pooling and Servicing Agreement, dated February 28, 2006 (the
"Pooling and Servicing Agreement"), among Banc of America Funding
Corporation, as depositor, Bank of America, National Association, as
servicer, and Wells Fargo Bank, N.A., as trustee.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as [Trustee] [Custodian], hereby certifies that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in any list of exceptions attached hereto, such Mortgage File contains all of
the items required to be delivered pursuant to Section 2.01(b) of the Pooling
and Servicing Agreement.
The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Final
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
L-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
[WELLS FARGO BANK, N.A.,
as Trustee]
[______________________________________,
as Custodian]
By:_____________________________________
Name:___________________________________
Title:__________________________________
L-2
EXHIBIT M
RELEVANT SERVICING CRITERIA
----------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------
GENERAL SERVICING CONSIDERATIONS
----------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any Servicer and Trustee
performance or other triggers and events of default in
accordance with the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third Servicer and Trustee
parties, policies and procedures are instituted to monitor
the third party's performance and compliance with such
servicing activities.
----------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a Not applicable
back-up servicer for the mortgage loans are maintained.
----------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect Servicer
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the
transaction agreements.
----------------------------------------------------------------------------------------------------------
CASH COLLECTION AND ADMINISTRATION
----------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate Servicer and Trustee
custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other
number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor Servicer and Trustee
or to an investor are made only by authorized personnel.
----------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash Servicer and Trustee
flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as
specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash Servicer and Trustee
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the
transaction agreements.
----------------------------------------------------------------------------------------------------------
M-1
----------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured Servicer and Trustee
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
----------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized Servicer and Trustee
access.
----------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all Servicer and Trustee
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date,
or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than
the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items
are resolved within 90 calendar days of their original
identification, or such other number of
days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------
INVESTOR REMITTANCES AND REPORTING
----------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Servicer and Trustee
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance
with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and
regulations; and (D) agree with investors' or the trustee's
records as to the total unpaid principal balance and number
of mortgage loans serviced by the Servicer.
----------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in Servicer and Trustee
accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two Servicer and Trustee
business days to the Servicer's investor records, or such
other number of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree Servicer and Trustee
with cancelled checks, or other form of payment, or custodial
bank statements.
----------------------------------------------------------------------------------------------------------
M-2
----------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------
POOL ASSET ADMINISTRATION
----------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as Custodian and Servicer
required by the transaction agreements or related mortgage
loan documents.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as Custodian and Servicer
required by the transaction agreements
----------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool Servicer
are made, reviewed and approved in accordance with any
conditions or requirements in the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in Servicer
accordance with the related mortgage loan documents are
posted to the Servicer's obligor records maintained no more
than two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree Servicer
with the Servicer's records with respect to an obligor's
unpaid principal balance.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's Servicer
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related pool
asset documents.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, Servicer
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted
and concluded in accordance with the timeframes or other
requirements established by the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during Servicer
the period a mortgage loan is delinquent in accordance with
the transaction agreements. Such records are maintained on
at least a monthly basis, or such other period specified in
the transaction agreements, and describe the entity's
activities in monitoring delinquent mortgage loans including,
for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g.,
illness or unemployment).
----------------------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage Servicer
loans with variable rates are computed based on the related
mortgage loan documents.
----------------------------------------------------------------------------------------------------------
M-3
----------------------------------------------------------------------------------------------------------
SERVICING CRITERIA PARTIES RESPONSIBLE
----------------------------------------------------------------------------------------------------------
REFERENCE CRITERIA
----------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as Servicer
escrow accounts): (A) such funds are analyzed, in accordance
with the obligor's mortgage loan documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds
are returned to the obligor within 30 calendar days of full
repayment of the related mortgage loans, or such other number
of days specified in the transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or Servicer
insurance payments) are made on or before the related penalty
or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has
been received by the servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the
transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to Servicer
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late payment
was due to the obligor's error or omission.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within Servicer
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are Servicer and Trustee
recognized and recorded in accordance with the transaction
agreements.
----------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Item Not Applicable
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
----------------------------------------------------------------------------------------------------------
M-4
EXHIBIT N
ADDITIONAL FORM 10-D DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-D PARTY RESPONSIBLE
-------------------------------------------------------------------------------------------------------------------
Item 1: Distribution and Pool Performance Information Servicer / Trustee
Any information required by 1121 which is NOT included on
the Monthly Statement
-------------------------------------------------------------------------------------------------------------------
Item 2: Legal Proceedings per Item 1117 of Reg AB (i) All parties to the Pooling and Servicing Agreement
as to themselves, (ii) the Trustee and the Servicer as
to the Trust, (iii) the Depositor as to the Sponsor,
any 1110(b) originator, any 1100(d)(1) party
-------------------------------------------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds Depositor
-------------------------------------------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities Trustee
-------------------------------------------------------------------------------------------------------------------
Item 5: Submission of Matters to a Vote of Security Trustee
Holders
-------------------------------------------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Assets Depositor / Servicer
-------------------------------------------------------------------------------------------------------------------
Item 7: Significant Enhancement Provider Information Depositor / Servicer
-------------------------------------------------------------------------------------------------------------------
Item 8: Other Information Any party responsible for disclosure items on Form 8-K
-------------------------------------------------------------------------------------------------------------------
Item 9: Exhibits Trustee
-------------------------------------------------------------------------------------------------------------------
N-1
EXHIBIT O
ADDITIONAL FORM 10-K DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
ITEM ON FORM 10-K PARTY RESPONSIBLE
-------------------------------------------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments Depositor
-------------------------------------------------------------------------------------------------------------------
Item 9B: Other Information Any party responsible for disclosure items on Form 8-K
-------------------------------------------------------------------------------------------------------------------
Item 15: Exhibits, Financial Statement Schedules Trustee / Depositor
-------------------------------------------------------------------------------------------------------------------
Additional Item: Disclosure per Item 1117 of Reg AB (i) All parties to the Pooling and Servicing Agreement
as to themselves, (ii) the Trustee and the Servicer as
to the Trust, (iii) the Depositor as to the Sponsor,
any 1110(b) originator, any 1100(d)(1) party
-------------------------------------------------------------------------------------------------------------------
Additional Item: Disclosure per Item 1119 of Reg AB (i) All parties to the Pooling and Servicing Agreement
as to themselves, (ii) the Depositor as to the Sponsor,
originator, significant obligor, enhancement or support
provider
-------------------------------------------------------------------------------------------------------------------
Additional Item: Disclosure per Item 1112(b) of Reg AB Depositor / Servicer
-------------------------------------------------------------------------------------------------------------------
Additional Item: Disclosure per Items 1114(b) and 1115 Depositor
(b) of Reg AB
-------------------------------------------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments Depositor
-------------------------------------------------------------------------------------------------------------------
O-1
EXHIBIT P
FORM 8-K DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
ITEM ON FORM 8-K PARTY RESPONSIBLE
-------------------------------------------------------------------------------------------------------------------
Item 1.01: Entry into a Material Definitive Agreement All parties
-------------------------------------------------------------------------------------------------------------------
Item 1.02: Termination of a Material Definitive Agreement All parties
-------------------------------------------------------------------------------------------------------------------
Item 1.03: Bankruptcy or Receivership Depositor
-------------------------------------------------------------------------------------------------------------------
Item 2.04: Triggering Events that Accelerate or Increase Depositor
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
-------------------------------------------------------------------------------------------------------------------
Item 3.03: Material Modification to Rights of Security Trustee
Holders
-------------------------------------------------------------------------------------------------------------------
Item 5.03: Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
-------------------------------------------------------------------------------------------------------------------
Item 6.01: ABS Informational and Computational Material Depositor
-------------------------------------------------------------------------------------------------------------------
Item 6.02: Change of Servicer or Trustee Servicer / Trustee
-------------------------------------------------------------------------------------------------------------------
Item 6.03: Change in Credit Enhancement or External Depositor / Trustee
Support
-------------------------------------------------------------------------------------------------------------------
Item 6.04: Failure to Make a Required Distribution Trustee
-------------------------------------------------------------------------------------------------------------------
Item 6.05: Securities Act Updating Disclosure Depositor
-------------------------------------------------------------------------------------------------------------------
Item 7.01: Reg FD Disclosure Depositor / Trustee
-------------------------------------------------------------------------------------------------------------------
Item 8.01 Depositor
-------------------------------------------------------------------------------------------------------------------
Item 9.01 Depositor
-------------------------------------------------------------------------------------------------------------------
P-1
EXHIBIT Q
FORM OF SARBANES-OXLEY CERTIFICATION
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2006-B
I, [________], a [_____________] of Banc of America Funding Corporation
(the "Depositor"), certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K of the Banc of America Funding 2006-B Trust (the "Exchange Act
Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. Based on my knowledge and the servicer compliance statements required in
this report under Item 1123 of Regulation AB, and except as disclosed in
the Exchange Act Reports, the servicers have fulfilled their obligations
under the pooling and servicing agreement, dated as of February 28, 2006,
by and among the Depositor, Bank of America, National Association and
Wells Fargo Bank, N.A.; and
5. All of the reports on assessment of compliance with the servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in
this report. Any material instances of noncompliance described in such
reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated party: Wells Fargo Bank, N.A.
[_________], 20
Q-1
EXHIBIT R
FORM OF BACK-UP CERTIFICATION
Re: Banc of America Funding 2006-B Trust (the "Trust"), Mortgage
Pass-Through Certificates, Series 2006-B, issued pursuant to a
Pooling and Servicing Agreement, dated February 28, 2006 (the
"Pooling Agreement"), among Banc of America Funding Corporation, as
Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., as Trustee
The Trustee hereby certifies to the Depositor and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:
1. I have reviewed the annual report on Form 10 K for the fiscal year
[___] (the "Annual Report"), and all reports on Form 10 D required to be filed
in respect of period covered by the Annual Report (collectively with the Annual
Report, the "Reports"), of the Trust;
2. To my knowledge, the Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
Annual Report;
3. To my knowledge, the distribution and servicing information required
to be provided by the Trustee under the Pooling Agreement for inclusion in the
Reports is included in the Reports;
4. I am responsible for reviewing the activities performed by the
Trustee under the Pooling and Servicing Agreement, and based on my knowledge and
the compliance review conducted in preparing the compliance statement of the
Trustee required in the Annual Report under Item 1123 of Regulation AB, and
except as disclosed in the Reports, the Trustee has fulfilled its obligations
under the Pooling Agreement in all material respects; and
5. The report on assessment of compliance with servicing criteria for
asset-backed securities of the Trustee and its related attestation report on
assessment of compliance with servicing criteria required to be included in the
Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
Any material instances of non-compliance are described in such report and have
been disclosed in the Annual Report.
WELLS FARGO BANK, N.A.,
as Trustee
By:_____________________________________
Name:
Title:
R-1
EXHIBIT S
ADDITIONAL DISCLOSURE NOTIFICATION
**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**
Wells Fargo Bank, N.A., as Trustee
Old Annapolis Road
Columbia, Maryland 21045
Attn: Corporate Trust Services - BAFC 2006-B --SEC REPORT PROCESSING
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing Agreement, , dated
as of February 28, 2006, among Banc of America Funding Corporation, as
depositor, Bank of America, National Association, as servicer, Wells Fargo Bank,
N.A., as trustee. The undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to [ ],
phone number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By:_____________________________________
Name:
Title:
S-1
EXHIBIT T
DATA ELEMENTS FOR SERVICER'S CERTIFICATE
--------------------------------------------------------------------------------------------------------------------
STANDARD FILE LAYOUT - TRUSTEE
--------------------------------------------------------------------------------------------------------------------
COLUMN NAME DESCRIPTION DECIMAL COMMENT MAX SIZE
--------------------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan Text up to 10 digits 10
by the originator.
--------------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR A value assigned by the Servicer to define Text up to 10 digits 20
a group of loans.
--------------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
--------------------------------------------------------------------------------------------------------------------
BORR_NEXT _PAY_DUE_DATE The date at the end of processing cycle MM/DD/YYYY 10
that the Borrower's next payment is due to
the Servicer, as reported by Servicer.
--------------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
--------------------------------------------------------------------------------------------------------------------
ACTL_END _PRIN_BAL The Borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the end of the
processing cycle.
--------------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL The scheduled principal balance 2 No commas(,) or dollar signs ($) 11
due to the investors at the end of
a processing cycle.
--------------------------------------------------------------------------------------------------------------------
ACTL_BEG _PRIN_BAL The Borrower's actual principal 2 No commas(,) or dollar signs ($) 11
balance at the beginning of the
processing cycle.
--------------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL The scheduled outstanding 2 No commas(,) or dollar signs ($) 11
principal amount due at the
beginning of the cycle date to be
passed through to the investors.
--------------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT The scheduled monthly principal 2 No commas(,) or dollar signs ($) 11
and scheduled interest payment
that a Borrower is expected to
pay; P&I constant.
--------------------------------------------------------------------------------------------------------------------
SCHED_PRIN_ AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the
current cycle.
--------------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
--------------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_2 The second curtailment amount to 2 No commas(,) or dollar signs ($) 11
be applied.
--------------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
--------------------------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code Action Code Key: 15=Bankruptcy, 2
used to indicate the 30=Foreclosure, 70=REO, 60=PIF,
default/delinquent status of a 63= Substitution, 65=Repurchase;
particular loan.
--------------------------------------------------------------------------------------------------------------------
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
--------------------------------------------------------------------------------------------------------------------
PIF_DATE The paid in full date as reported MM/DD/YYYY 10
by the Servicer.
--------------------------------------------------------------------------------------------------------------------
SCHED_GROSS_INTEREST_AMT The amount of interest due on the 2 No commas(,) or dollar signs ($) 11
outstanding scheduled principal
balance in the current cycle.
--------------------------------------------------------------------------------------------------------------------
LOAN_FEE_AMT The monthly loan fee amount 2 No commas(,) or dollar signs ($) 11
expressed in dollars and cents.
--------------------------------------------------------------------------------------------------------------------
T-1
--------------------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The Servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
--------------------------------------------------------------------------------------------------------------------
CR_LOSS_AMT The amount of loss that is 2 No commas(,) or dollar signs ($) 11
classified as a credit.
--------------------------------------------------------------------------------------------------------------------
FRAUD_LOSS_AMT The amount of loss that is 2 No commas(,) or dollar signs ($) 11
attributable to a fraud claim.
--------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_LOSS_AMT The amount of loss due to 2 No commas(,) or dollar signs ($) 11
bankruptcy.
--------------------------------------------------------------------------------------------------------------------
SPH_LOSS_AMT The amount of loss that is 2 No commas(,) or dollar signs ($) 11
classified as a special hazard.
--------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
Borrower prepays on his loan as
reported by the Servicer.
--------------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for 2 No commas(,) or dollar signs ($) 11
the loan waived by the Servicer.
--------------------------------------------------------------------------------------------------------------------
MOD_DATE The effective payment date of the MM/DD/YYYY 10
modification for the loan.
--------------------------------------------------------------------------------------------------------------------
MOD_TYPE The modification type. Varchar - value can be alpha or 30
numeric
--------------------------------------------------------------------------------------------------------------------
T-2
